JUNGLE STREET, INC.

                         1996 STOCK INCENTIVE PLAN


     1. Purpose. The purpose of this 1996 Stock Incentive Plan (the "Plan")
is to enable JUNGLE STREET, Inc., a Utah corporation (the "Company") to
attract and retain the services of (1) selected employees, officers and
directors of the Company or of any subsidiary of the Company and (2)
selected nonemployee agents, consultants, advisors, persons involved in the
sale or distribution of the Company's products and independent contractors
of the Company or any subsidiary.

     2. Shares Subject to the Plan. Subject to adjustment as provided below
and in Section 13, the shares to be offered under the Plan shall consist of
Common Stock, $.001 par value, of the Company, and the total number of
shares of Common Stock that may be issued under the Plan shall not exceed
3,000,000 shares. The shares issued under the Plan may be authorized and
unissued shares or reacquired shares. If an option, stock appreciation
right or performance unit granted under the Plan expires, terminates or is
cancelled, the unissued shares subject to such option, stock appreciation
right or performance unit shall again be available under the Plan. If
shares sold or awarded as a bonus under the Plan are forfeited to the
Company or repurchased by the Company, the number of shares forfeited or
repurchased shall again be available under the Plan.

     3. Effective Date and Duration of Plan.

          (a) Effective Date. The Plan shall become effective as of the
date it is adopted by the Board of Directors. No option, stock appreciation
right or performance unit granted under the Plan to an officer who is
subject to Section 16(b) of the Securities Exchange Act of 1934, as amended
(an "Officer") or a director, and no incentive stock option, shall become
exercisable, however, until the Plan is approved by the affirmative vote of
the holders of a majority of the shares of Common Stock represented at a
shareholders meeting at which a quorum is present, and any such awards
under the Plan prior to such approval shall be conditioned on and subject
to such approval. Subject to this limitation, options, stock appreciation
rights and performance units may be granted and shares may be awarded as
bonuses or sold under the Plan at any time after the effective date and
before termination of the Plan.

          (b) Duration. Unless earlier terminated by the Board of
Directors, the Plan shall continue in effect until the earlier of: (i) ten
years from the date on which the Plan is adopted by the Board of Directors,
and (ii) the date on which all shares available for issuance under the Plan
have been issued and all restrictions on such shares have lapsed. The Board
of Directors may suspend or terminate the Plan at any time except with
respect to options, performance units and shares subject to restrictions
then outstanding under the Plan. No options or other rights may be granted
after such termination or during any suspension of the Plan.

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Termination shall not affect any outstanding options, any right of the
Company to repurchase shares or the forfeitability of shares issued under
the Plan.

     4. Administration.

          (a) Board of Directors. Except as otherwise provided below, the
Plan shall be administered by the Board of Directors of the Company, which
shall determine and designate from time to time the individuals to whom
awards shall be made, the amount of the awards and the other terms and
conditions of the awards. Subject to the provisions of the Plan, the Board
of Directors may from time to time adopt and amend rules and regulations
relating to administration of the Plan, advance the lapse of any waiting
period, accelerate any exercise date, waive or modify any restriction
applicable to shares (except those restrictions imposed by law) and make
all other determinations in the judgment of the Board of Directors
necessary or desirable for the administration of the Plan. The
interpretation and construction of the provisions of the Plan and related
agreements by the Board of Directors shall be final and conclusive. The
Board of Directors may correct any defect or supply any omission or
reconcile any inconsistency in the Plan or in any related agreement in the
manner and to the extent it shall deem expedient to carry the Plan into
effect, and it shall be the sole and final judge of such expediency.

          (b) Committee. The Board of Directors may delegate to a committee
of the Board of Directors or specified officers of the Company, or both
(the "Committee") any or all authority for administration of the Plan;
provided that at least two members of the Committee must be directors. If
authority is delegated to a Committee, all references to the Board of
Directors in the Plan shall mean and relate to the Committee except (i) as
otherwise provided by the Board of Directors, (ii) that only the Board of
Directors may amend or terminate the Plan as provided in Sections 3 and 14,
and (iii) that a Committee including officers of the Company shall not be
permitted to grant options to persons who are officers of the Company.

          (c) Exchange Act. At any time that the Company has a class of
securities registered pursuant to Section 12 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), this Plan shall be administered
in accordance with Rule 16b-3 adopted under the Exchange Act and Section
162(m) of the Internal Revenue Code of 1986, as amended, and the
regulations, proposed and final, thereunder, as all may be amended from
time to time. In such event, the Board shall appoint a Committee in
accordance with Section 4(b), and each member of the Committee shall be a
"disinterested director" and an "outside director" with the meaning of such
Rule 16b-3 and Section 162(m), respectively.

          (d) Limited Liability. No member of the Board of Directors or the
Committee or officer of the Company shall be liable for any action or
inaction of the entity or body, or of another person or, except in
circumstances involving bad faith, of himself or herself. Subject only to
compliance with the explicit provisions hereof, the Board of Directors may
act in its absolute discretion in all matters related to the Plan.


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     5. Types of Awards; Eligibility. The Board of Directors may, from time
to time, take the following action, separately or in combination, under the
Plan: (i) grant Incentive Stock Options, as defined in Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), as provided in
Sections 6(a) and 6(b); (ii) grant options other than Incentive Stock
Options ("Non-Statutory Stock Options") as provided in Sections 6(a) and
6(c); (iii) award stock bonuses as provided in Section 7; (iv) sell shares
subject to restrictions as provided in Section 8; (v) grant stock
appreciation rights as provided in Section 9; (vi) grant cash bonus rights
as provided in Section 10; (vii) grant performance units as provided in
Section 11; and (viii) grant foreign qualified awards as provided in
Section 12. Any such awards may be made to employees, including employees
who are officers or directors, and to other individuals described in
Section 1 who the Board of Directors believes have made or will make an
important contribution to the Company or any subsidiary of the Company;
provided, however, that only employees of the Company shall be eligible to
receive Incentive Stock Options under the Plan; and provided further that
non-employee directors shall not be eligible to participate in the Plan.
For purposes of the Plan, a non-employee director is a director who is not
an employee of the Company or any of its subsidiaries. The Board of
Directors shall select the individuals to whom awards shall be made and
shall specify the action taken with respect to each individual to whom an
award is made. At the discretion of the Board of Directors, an individual
may be given an election to surrender an award in exchange for the grant of
a new award.

     6. Option Grants.

          (a) General Rules Relating to Options.

               (i) Terms of Grant. The Board of Directors may grant options
     under the Plan. With respect to each option grant, the Board of
     Directors shall determine the number of shares subject to the option,
     the option price, the period of the option, the time or times at which
     the option may be exercised (including, without limitation, whether
     the option will be subject to any vesting requirements and whether
     there will be any conditions precedent to exercise of the option), and
     whether the option is an Incentive Stock Option or a Non-Statutory
     Stock Option. At the time of the grant of an option or at any time
     thereafter, the Board of Directors may provide that an optionee who
     exercised an option with Common Stock of the Company shall
     automatically receive a new option to purchase additional shares equal
     to the number of shares surrendered and may specify the terms and
     conditions of such new options.

               (ii) Exercise of Options. Except as provided in Section
     6(a)(iv) or as determined by the Board of Directors, no option granted
     under the Plan may be exercised unless at the time of such exercise
     the optionee is employed by or in the service of the Company or any
     subsidiary of the Company and shall have been so employed or provided
     such service continuously since the date such option was granted,
     subject to Section 6(a)(iv)(G). Except as provided in Sections
     6(a)(iv) and 13, options granted under the Plan may be exercised from
     time to time over the period stated in each option in such amounts and
     at such times as shall be prescribed by the Board of Directors,

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     provided that options shall not be exercised for fractional shares.
     Unless otherwise determined by the Board of Directors, if the optionee
     does not exercise an option in any one year with respect to the full
     number of shares to which the optionee is entitled in that year, the
     optionee's rights shall be cumulative and the optionee may purchase
     those shares in any subsequent year during the term of the option.
     Unless otherwise determined by the Board of Directors, if an Officer
     exercises an option within six months of the grant of the option, the
     shares acquired upon exercise of the option may not be sold until six
     months after the date of grant of the option.

               (iii) Nontransferability. Each Incentive Stock Option and,
     unless otherwise determined by the Board of Directors with respect to
     an option granted to a person who is neither an Officer nor a director
     of the Company, each other option granted under the Plan, by its terms
     shall be nonassignable and nontransferable by the optionee, either
     voluntarily or by operation of law, except by will or by the laws of
     descent and distribution of the state or country of the optionee's
     domicile at the time of death.

               (iv) Termination of Employment or Service.

                    (A) General Rule. Unless otherwise determined by the
          Board of Directors, in the event the employment or service of the
          optionee with the Company or a subsidiary terminates for any
          reason other than because of physical disability or death as
          provided in Subsections 6(a)(iv)(B) and (C), or for cause, as
          provided in Subsection 6(a)(iv)(D), the option may be exercised
          at any time prior to the expiration date of the option or the
          expiration of three months after the date of such termination,
          whichever is the shorter period, but only if and to the extent
          the optionee was entitled to exercise the option at the date of
          such termination.

                    (B) Termination Because of Total Disability. Unless
          otherwise determined by the Board of Directors, in the event of
          the termination of employment or service because of total
          disability, the option may be exercised at any time prior to the
          expiration date of the option or the expiration of 12 months
          after the date of such termination, whichever is the shorter
          period, but only if and to the extent the optionee was entitled
          to exercise the option at the date of such termination. The term
          "total disability" means a medically determinable mental or
          physical impairment which is expected to result in death or which
          has lasted or is expected to last for a continuous period of 12
          months or more and which causes the optionee to be unable, in the
          opinion of the Company and two independent physicians, to perform
          his or her duties as an employee, director, officer or consultant
          of the Company and to be engaged in any substantial gainful
          activity. Total disability shall be deemed to have occurred on
          the first day after the Company and the two independent
          physicians have furnished their opinion of total disability to
          the Company.

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                    (C) Termination Because of Death. Unless otherwise
          determined by the Board of Directors, in the event of the death
          of an optionee while employed by or providing service to the
          Company or a subsidiary, the option may be exercised at any time
          prior to the expiration date of the option or the expiration of
          12 months after the date of death, whichever is the shorter
          period, but only if and to the extent the optionee was entitled
          to exercise the option at the date of death and only by the
          person or persons to whom such optionee's rights under the option
          shall pass by the optionee's will or by the laws of descent and
          distribution of the state or country of domicile at the time of
          death.

                    (D) For Cause. Unless otherwise determined by the Board
          of Directors, if an optionee is terminated for cause or resigns
          in lieu of dismissal, any option granted hereunder shall be
          deemed to have terminated as of the time of the first act that
          led or would have led to the termination for cause or resignation
          in lieu of dismissal, and such optionee shall thereupon have no
          right to purchase any shares of Common Stock pursuant to the
          exercise of such option, and any such exercise shall be null and
          void. Termination for "cause" shall include: (i) the violation by
          the optionee of any reasonable rule or policy of the Company that
          results in damage to the Company or which, after notice to do so,
          the optionee fails to correct within a reasonable time; (ii) any
          willful misconduct or gross negligence by the optionee in the
          responsibilities assigned to him or her; (iii) any willful
          failure to perform his or her job as required to meet the
          objectives of the Company; (iv) any wrongful conduct of an
          optionee that has an adverse impact on the Company or that
          constitutes a misappropriation of the assets of the Company; (v)
          unauthorized disclosure of confidential information; or (vi) the
          optionee's performing services for any other company or person
          that competes with the Company while he or she is employed by or
          provides services to the Company, without the written approval of
          the chief executive officer of the Company. "Resignation in lieu
          of dismissal" shall mean a resignation by an optionee of
          employment with or service to the Company if (i) the Company has
          given prior notice to such optionee of its intent to dismiss the
          optionee for circumstances that constitute cause, or (ii) within
          two months of the optionee's resignation, the chief operating
          officer or the chief executive officer of the Company or the
          Board of Directors determines, which determination shall be final
          and binding, that such resignation was related to an act that
          would have led to a termination for cause.

                    (E) Amendment of Exercise Period Applicable to
          Termination. The Board of Directors, at the time of grant or,
          with respect to an option that is not an Incentive Stock Option,
          at any time thereafter, may extend the 3-month and 12-month
          exercise periods any length of time not longer than the original
          expiration date of the option, and may increase the portion of an
          option that is exercisable, subject to such terms and conditions
          as the Board of Directors may determine.

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                    (F) Failure to Exercise Option. To the extent that the
          option of any deceased optionee or of any optionee whose
          employment or service terminates is not exercised within the
          applicable period, all further rights to purchase shares pursuant
          to such option shall cease and terminate.

                    (G) Transfers; Leaves. For purposes of this Section
          6(a), a transfer of employment or other relationship between or
          among the Company and/or any of its subsidiaries shall not be
          deemed to constitute a termination of employment or other
          cessation of relationship with the Company or any of its
          subsidiaries. For purposes of this Section 6(a), unless otherwise
          determined by the Board of Directors, employment shall be deemed
          to continue while the optionee is on military leave, sick leave
          or other bona fide leave of absence (as determined by the Board
          of Directors) in accordance with the policies of the Company.

                    (H) Holding Period. Unless otherwise determined by the
          Board of Directors, if a person subject to Section 16 of the
          Exchange Act exercises an option within six months of the date of
          grant of the option, the shares of Common Stock acquired on
          exercise of the option may not be sold until six months after the
          date of grant of the option.

                    (I) Modification of Options. Subject to the
          requirements of Section 422 of the Code (with respect to
          Incentive Stock Options) and to the terms and conditions and
          within the limitations of the Plan, the Board of Directors may
          modify or amend outstanding options granted under the Plan. The
          modification or amendment of an outstanding option shall not,
          without the consent of the optionee, impair or diminish any of
          his or her rights or any of the obligations of the Company under
          such option. Except as otherwise provided in the Plan, no
          outstanding option shall be terminated without the consent of the
          optionee. Unless the optionee agrees otherwise, any changes or
          adjustments made to outstanding Incentive Stock Options granted
          under this Plan shall be made in such a manner so as not to
          constitute a "modification," as defined in Section 425(h) of the
          Code, and so as not to cause any Incentive Stock Option issued
          hereunder to fail to continue to qualify as an Incentive Stock
          Option as defined in Section 422(b) of the Code.

               (v) Purchase of Shares. Unless the Board of Directors
     determines otherwise, shares may be acquired pursuant to an option
     granted under the Plan only upon receipt by the Company of notice in
     writing from the optionee of the optionee's intention to exercise,
     specifying the number of shares as to which the optionee desires to
     exercise the option and the date on which the optionee desires to
     complete the transaction, and if required in order to comply with the
     Securities Act of 1933, as amended, containing a representation that
     it is the optionee's present intention to acquire the shares for
     investment and not with a view to distribution. Unless the Board of

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     Directors determines otherwise, on or before the date specified for
     completion of the purchase of shares pursuant to an option, the
     optionee must have paid the Company the full purchase price of such
     shares in cash (including, with the consent of the Board of Directors,
     cash that may be the proceeds of a loan from the Company (provided
     that, with respect to an Incentive Stock Option, such loan is approved
     at the time of option grant)) or, with the consent of the Board of
     Directors, in whole or in part, in Common Stock of the Company valued
     at fair market value, restricted stock, performance units or other
     contingent awards denominated in either stock or cash, promissory
     notes and other forms of consideration. The fair market value of
     Common Stock provided in payment of the purchase price shall be
     determined by the Board of Directors. If the Common Stock of the
     Company is not publicly traded on the date the option is exercised,
     the Board of Directors may consider any valuation methods it deems
     appropriate and may, but is not required to, obtain one or more
     independent appraisals of the Company. If the Common Stock of the
     Company is publicly traded on the date the option is exercised, the
     fair market value of Common Stock provided in payment of the purchase
     price shall be the closing price of the Common Stock as reported in
     The Wall Street Journal on the last trading day preceding the date the
     option is exercised, or such other reported value of the Common Stock
     as shall be specified by the Board of Directors. No shares shall be
     issued until full payment for the shares has been made. With the
     consent of the Board of Directors (which, in the case of an Incentive
     Stock Option, shall be given only at the time of option grant), an
     optionee may request the Company to apply automatically the shares to
     be received upon the exercise of a portion of a stock option (even
     though stock certificates have not yet been issued) to satisfy the
     purchase price for additional portions of the option. Each optionee
     who has exercised an option shall immediately upon notification of the
     amount due, if any, pay to the Company in cash amounts necessary to
     satisfy any applicable federal, state and local tax withholding
     requirements. If additional withholding is or becomes required beyond
     any amount deposited before delivery of the certificates, the optionee
     shall pay such amount to the Company on demand. If the optionee fails
     to pay the amount demanded, the Company may withhold that amount from
     other amounts payable by the Company to the optionee, including
     salary, subject to applicable law. With the consent of the Board of
     Directors an optionee may satisfy this obligation, in whole or in
     part, by having the Company withhold from the shares to be issued upon
     the exercise that number of shares that would satisfy the withholding
     amount due or by delivering to the Company Common Stock to satisfy the
     withholding amount. Upon the exercise of an option, the number of
     shares reserved for issuance under the Plan shall be reduced by the
     number of shares issued upon exercise of the option.

               (vi) Restrictions. Shares issued on exercise of options
     granted under the Plan may be subject to restrictions on transfer,
     repurchase rights, or other restrictions as determined by the Board of
     Directors.

          (b) Incentive Stock Options. Incentive Stock Options shall be
subject to the following additional terms and conditions:

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               (i) Limitation on Amount of Grants. No employee may be
     granted Incentive Stock Options under the Plan if the aggregate fair
     market value, on the date of grant, of the Common Stock with respect
     to which Incentive Stock Options are exercisable for the first time by
     that employee during any calendar year under the Plan and under all
     incentive stock option plans (within the meaning of Section 422 of the
     Code) of the Company or any parent or subsidiary of the Company
     exceeds $100,000.

               (ii) Limitations on Grants to 10 Percent Shareholders. An
     Incentive Stock Option may be granted under the Plan to an employee
     possessing more than 10 percent of the total combined voting power of
     all classes of stock of the Company or of any parent or subsidiary of
     the Company only if the option price is at least 110 percent of the
     fair market value, as described in Section 6(b)(iv), of the Common
     Stock subject to the option on the date it is granted and the option
     by its terms is not exercisable after the expiration of five years
     from the date it is granted.

               (iii) Duration of Options. Subject to Sections 6(a)(ii) and
     6(b)(ii), Incentive Stock Options granted under the Plan shall
     continue in effect for the period fixed by the Board of Directors,
     except that no Incentive Stock Option shall be exercisable after the
     expiration of 10 years from the date it is granted.

               (iv) Option Price. The option price per share shall be
     determined by the Board of Directors at the time of grant. Except as
     provided in Section 6(b)(ii), the option price shall not be less than
     100 percent of the fair market value of the Common Stock covered by
     the Incentive Stock Option at the date the option is granted. The fair
     market value shall be determined by the Board of Directors. If the
     Common Stock of the Company is not publicly traded on the date the
     option is granted, the Board of Directors may consider any valuation
     methods it deems appropriate and may, but is not required to, obtain
     one or more independent appraisals of the Company. If the Common Stock
     of the Company is publicly traded on the date the option is exercised,
     the fair market value shall be deemed to be the closing price of the
     Common Stock as reported in The Wall Street Journal on the day
     preceding the date the option is granted, or, if there has been no
     sale on that date, on the last preceding date on which a sale occurred
     or such other value of the Common Stock as shall be specified by the
     Board of Directors.

               (v) Limitation on Time of Grant. No Incentive Stock Option
     shall be granted on or after the tenth anniversary of the effective
     date of the Plan.

               (vi) Conversion of Incentive Stock Options. The Board of
     Directors may at any time without the consent of the optionee convert
     an Incentive Stock Option to a Non-Statutory Stock Option.

          (c) Non-Statutory Stock Options. Non-Statutory Stock Options
shall be subject to the following terms and conditions in addition to those
set forth in Section 6(a) above:


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               (i) Option Price. The option price for Non-Statutory Stock
     Options shall be determined by the Board of Directors at the time of
     grant and may be any amount determined by the Board of Directors.

               (ii) Duration of Options. Non-Statutory Stock Options
     granted under the Plan shall continue in effect for the period fixed
     by the Board of Directors.

     7. Stock Bonuses. The Board of Directors may award shares under the
Plan as stock bonuses. Shares awarded as a bonus shall be subject to the
terms, conditions, and restrictions determined by the Board of Directors.
The restrictions may include restrictions concerning transferability and
forfeiture of the shares awarded, together with such other restrictions as
may be determined by the Board of Directors. If shares are subject to
forfeiture, all dividends or other distributions paid by the Company with
respect to the shares shall be retained by the Company until the shares are
no longer subject to forfeiture, at which time all accumulated amounts
shall be paid to the recipient. The Board of Directors may require the
recipient to sign an agreement as a condition of the award, but may not
require the recipient to pay any monetary consideration other than amounts
necessary to satisfy tax withholding requirements. The agreement may
contain any terms, conditions, restrictions, representations and warranties
required by the Board of Directors. The certificates representing the
shares awarded shall bear any legends required by the Board of Directors.
Unless otherwise determined by the Board of Directors, shares awarded as a
stock bonus to an Officer may not be sold until six months after the date
of the award. The Company may require any recipient of a stock bonus to pay
to the Company in cash upon demand amounts necessary to satisfy any
applicable federal, state or local tax withholding requirements. If the
recipient fails to pay the amount demanded, the Company may withhold that
amount from other amounts payable by the Company to the recipient,
including salary or fees for services, subject to applicable law. With the
consent of the Board of Directors, a recipient may deliver Common Stock to
the Company to satisfy this withholding obligation. Upon the issuance of a
stock bonus, the number of shares reserved for issuance under the Plan
shall be reduced by the number of shares issued.

     8. Restricted Stock. The Board of Directors may issue shares under the
Plan for such consideration (including promissory notes and services) as
determined by the Board of Directors. Shares issued under the Plan shall be
subject to the terms, conditions and restrictions determined by the Board
of Directors. The restrictions may include restrictions concerning
transferability, repurchase by the Company and forfeiture of the shares
issued, together with such other restrictions as may be determined by the
Board of Directors. If shares are subject to forfeiture or repurchase by
the Company, all dividends or other distributions paid by the Company with
respect to the shares shall be retained by the Company until the shares are
no longer subject to forfeiture or repurchase, at which time all
accumulated amounts shall be paid to the recipient. All Common Stock issued
pursuant to this Section 8 shall be subject to a purchase agreement, which
shall be executed by the Company and the prospective recipient of the
shares prior to the delivery of certificates representing such shares to
the recipient. The purchase agreement may contain any terms, conditions,
restrictions, representations and warranties required by the Board of
Directors. The certificates representing the shares shall bear

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any legends required by the Board of Directors. Unless otherwise determined
by the Board of Directors, shares issued under this Section 8 to an Officer
may not be sold until six months after the shares are issued. The Company
may require any purchaser of restricted stock to pay to the Company in cash
upon demand amounts necessary to satisfy any applicable federal, state or
local tax withholding requirements. If the purchaser fails to pay the
amount demanded, the Company may withhold that amount from other amounts
payable by the Company to the purchaser, including salary, subject to
applicable law. With the consent of the Board of Directors, a purchaser may
deliver Common Stock to the Company to satisfy this withholding obligation.
Upon the issuance of restricted stock, the number of shares reserved for
issuance under the Plan shall be reduced by the number of shares issued.

     9. Stock Appreciation Rights.

          (a) Grant. Stock appreciation rights may be granted under the
Plan by the Board of Directors, subject to such rules, terms, and
conditions as the Board of Directors prescribes.

          (b) Exercise.

               (i) Each stock appreciation right shall entitle the holder,
     upon exercise, to receive from the Company in exchange therefor an
     amount equal in value to the excess of the fair market value on the
     date of exercise of one share of Common Stock of the Company over its
     fair market value on the date of grant (or, in the case of a stock
     appreciation right granted in connection with an option, the excess of
     the fair market value of one share of Common Stock of the Company over
     the option price per share under the option to which the stock
     appreciation right relates), multiplied by the number of shares
     covered by the stock appreciation right or the option, or portion
     thereof, that is surrendered. No stock appreciation right shall be
     exercisable at a time that the amount determined under this
     subparagraph is negative. Payment by the Company upon exercise of a
     stock appreciation right may be made in Common Stock valued at fair
     market value, in cash, or partly in Common Stock and partly in cash,
     all as determined by the Board of Directors.

               (ii) A stock appreciation right shall be exercisable only at
     the time or times established by the Board of Directors. If a stock
     appreciation right is granted in connection with an option, the
     following rules shall apply: (1) the stock appreciation right shall be
     exercisable only to the extent and on the same conditions that the
     related option could be exercised; (2) the stock appreciation rights
     shall be exercisable only when the fair market value of the stock
     exceeds the option price of the related option; (3) the stock
     appreciation right shall be for no more than 100 percent of the excess
     of the fair market value of the stock at the time of exercise over the
     option price; (4) upon exercise of the stock appreciation right, the
     option or portion thereof to which the stock appreciation right
     relates terminates; and (5) upon exercise of the option, the related
     stock appreciation right or portion thereof terminates. Unless
     otherwise determined by

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     the Board of Directors, no stock appreciation right granted to an
     Officer or director may be exercised during the first six months
     following the date it is granted.

               (iii) The Board of Directors may withdraw any stock
     appreciation right granted under the Plan at any time and may impose
     any conditions upon the exercise of a stock appreciation right or
     adopt rules and regulations from time to time affecting the rights of
     holders of stock appreciation rights. Such rules and regulations may
     govern the right to exercise stock appreciation rights granted prior
     to adoption or amendment of such rules and regulations as well as
     stock appreciation rights granted thereafter.

               (iv) For purposes of this Section 9, the fair market value
     of the Common Stock shall be determined as of the date the stock
     appreciation right is exercised, under the methods set forth in
     Section 6(b)(iv).

               (v) No fractional shares shall be issued upon exercise of a
     stock appreciation right. In lieu thereof, cash may be paid in an
     amount equal to the value of the fraction or, if the Board of
     Directors shall determine, the number of shares may be rounded
     downward to the next whole share.

               (vi) Each stock appreciation right granted in connection
     with an Incentive Stock Option, and unless otherwise determined by the
     Board of Directors with respect to a stock appreciation right granted
     to a person who is neither an Officer nor a director of the Company,
     each other stock appreciation right granted under the Plan by its
     terms shall be nonassignable and nontransferable by the holder, either
     voluntarily or by operation of law, except by will or by the laws of
     descent and distribution of the state or country of the holder's
     domicile at the time of death, and each stock appreciation right by
     its terms shall be exercisable during the holder's lifetime only by
     the holder.

               (vii) Each participant who has exercised a stock
     appreciation right shall, upon notification of the amount due, pay to
     the Company in cash amounts necessary to satisfy any applicable
     federal, state and local tax withholding requirements. If the
     participant fails to pay the amount demanded, the Company may withhold
     that amount from other amounts payable by the Company to the
     participant including salary, subject to applicable law. With the
     consent of the Board of Directors a participant may satisfy this
     obligation, in whole or in part, by having the Company withhold from
     any shares to be issued upon the exercise that number of shares that
     would satisfy the withholding amount due or by delivering Common Stock
     to the Company to satisfy the withholding amount.

               (viii) Upon the exercise of a stock appreciation right for
     shares, the number of shares reserved for issuance under the Plan
     shall be reduced by the number of shares issued. Cash payments of
     stock appreciation rights shall not reduce the number of shares of
     Common Stock reserved for issuance under the Plan.


                                    -11-
<PAGE>
     10. Cash Bonus Rights.

          (a) Grant. The Board of Directors may grant cash bonus rights
under the Plan in connection with (i) options granted or previously
granted, (ii) stock appreciation rights granted or previously granted,
(iii) stock bonuses awarded or previously awarded and (iv) shares sold or
previously sold under the Plan. Cash bonus rights will be subject to rules,
terms and conditions as the Board of Directors may prescribe. Unless
otherwise determined by the Board of Directors with respect to a cash bonus
right granted to a person who is neither an Officer nor a director of the
Company, each cash bonus right granted under the Plan by its terms shall be
nonassignable and nontransferable by the holder, either voluntarily or by
operation of law, except by will or by the laws of descent and distribution
of the state or country of the holder's domicile at the time of death. The
payment of a cash bonus shall not reduce the number of shares of Common
Stock reserved for issuance under the Plan.

          (b) Cash Bonus Rights in Connection With Options. A cash bonus
right granted in connection with an option will entitle an optionee to a
cash bonus when the related option is exercised (or terminates in
connection with the exercise of a stock appreciation right related to the
option) in whole or in part if, in the sole discretion of the Board of
Directors, the bonus right will result in a tax deduction that the Company
has sufficient taxable income to use. If an optionee purchases shares upon
exercise of an option and does not exercise a related stock appreciation
right, the amount of the bonus, if any, shall be determined by multiplying
the excess of the total fair market value of the shares to be acquired upon
the exercise over the total option price for the shares by the applicable
bonus percentage. If the optionee exercises a related stock appreciation
right in connection with the termination of an option, the amount of the
bonus, if any, shall be determined by multiplying the total fair market
value of the shares and cash received pursuant to the exercise of the stock
appreciation right by the applicable bonus percentage. The bonus percentage
applicable to a bonus right, including a previously granted bonus right,
may be changed from time to time at the sole discretion of the Board of
Directors but shall in no event exceed 75 percent.

          (c) Cash Bonus Rights in Connection With Stock Bonus. A cash
bonus right granted in connection with a stock bonus will entitle the
recipient to a cash bonus payable when the stock bonus is awarded or
restrictions, if any, to which the stock is subject lapse. If bonus stock
awarded is subject to restrictions and is repurchased by the Company or
forfeited by the holder, the cash bonus right granted in connection with
the stock bonus shall terminate and may not be exercised. The amount and
timing of payment of a cash bonus shall be determined by the Board of
Directors.

          (d) Cash Bonus Rights in Connection With Stock Purchases. A cash
bonus right granted in connection with the purchase of stock pursuant to
Section 8 will entitle the recipient to a cash bonus when the shares are
purchased or restrictions, if any, to which the stock is subject lapse. Any
cash bonus right granted in connection with shares purchased pursuant to
Section 8 shall terminate and may not be exercised in the event the shares
are repurchased by the Company or forfeited by the holder pursuant to
applicable restrictions.

                                    -12-
<PAGE>
The amount of any cash bonus to be awarded and timing of payment of a cash
bonus shall be determined by the Board of Directors.

          (e) Taxes. The Company shall withhold from any cash bonus paid
pursuant to Section 10 the amount necessary to satisfy any applicable
federal, state and local withholding requirements.

     11. Performance Units. The Board of Directors may grant performance
units consisting of monetary units which may be earned in whole or in part
if the Company achieves certain goals established by the Board of Directors
over a designated period of time, but not in any event more than 10 years.
The goals established by the Board of Directors may include earnings per
share, return on shareholders' equity, return on invested capital, and such
other goals as may be established by the Board of Directors. In the event
that the minimum performance goal established by the Board of Directors is
not achieved at the conclusion of a period, no payment shall be made to the
participants. In the event the maximum corporate goal is achieved, 100
percent of the monetary value of the performance units shall be paid to or
vested in the participants. Partial achievement of the maximum goal may
result in a payment or vesting corresponding to the degree of achievement
as determined by the Board of Directors. Payment of an award earned may be
in cash or in Common Stock or in a combination of both, and may be made
when earned, or vested and deferred, as the Board of Directors determines.
Deferred awards shall earn interest on the terms and at a rate determined
by the Board of Directors. Unless otherwise determined by the Board of
Directors with respect to a performance unit granted to a person who is
neither an Officer nor a director of the Company, each performance unit
granted under the Plan by its terms shall be nonassignable and
nontransferable by the holder, either voluntarily or by operation of law,
except by will or by the laws of descent and distribution of the state or
country of the holder's domicile at the time of death. Each participant who
has been awarded a performance unit shall, upon notification of the amount
due, pay to the Company in cash amounts necessary to satisfy any applicable
federal, state and local tax withholding requirements. If the participant
fails to pay the amount demanded, the Company may withhold that amount from
other amounts payable by the Company to the participant, including salary
or fees for services, subject to applicable law. With the consent of the
Board of Directors a participant may satisfy this obligation, in whole or
in part, by having the Company withhold from any shares to be issued that
number of shares that would satisfy the withholding amount due or by
delivering Common Stock to the Company to satisfy the withholding amount.
The payment of a performance unit in cash shall not reduce the number of
shares of Common Stock reserved for issuance under the Plan. The number of
shares reserved for issuance under the Plan shall be reduced by the number
of shares issued upon payment of an award.

     12. Foreign Qualified Grants. Awards under the Plan may be granted to
such officers and employees of the Company and its subsidiaries and such
other persons described in Section 1 residing in foreign jurisdictions as
the Board of Directors may determine from time to time. The Board of
Directors may adopt such supplements to the Plan as may be necessary to
comply with the applicable laws of such foreign jurisdictions and to afford
participants favorable treatment

                                    -13-
<PAGE>
under such laws; provided, however, that no award shall be granted under
any such supplement with terms which are more beneficial to the
participants than the terms permitted by the Plan.

     13. Changes in Capital Structure.

          (a) Stock Splits; Stock Dividends. If the outstanding Common
Stock of the Company is hereafter increased or decreased or changed into or
exchanged for a different number or kind of shares or other securities of
the Company by reason of any stock split, combination of shares or dividend
payable in shares, recapitalization or reclassification appropriate
adjustment shall be made by the Board of Directors in the number and kind
of shares available for grants under the Plan. In addition, the Board of
Directors shall make appropriate adjustment in the number and kind of
shares as to which outstanding options, or portions thereof then
unexercised, shall be exercisable, so that the optionee's proportionate
interest before and after the occurrence of the event is maintained.
Notwithstanding the foregoing, the Board of Directors shall have no
obligation to effect any adjustment that would or might result in the
issuance of fractional shares, and any fractional shares resulting from any
adjustment may be disregarded or provided for in any manner determined by
the Board of Directors. Any such adjustments made by the Board of Directors
shall be conclusive.

          (b) Mergers, Reorganizations, Etc. In the event of a merger,
consolidation, plan of exchange, acquisition of property or stock,
separation, reorganization or liquidation to which the Company or a
subsidiary is a party or a sale of all or substantially all of the
Company's assets (each, a "Transaction"), the Board of Directors shall, in
its sole discretion and to the extent possible under the structure of the
Transaction, select one of the following alternatives for treating
outstanding options under the Plan:

               (i) Outstanding options shall remain in effect in accordance
     with their terms.

               (ii) Outstanding options shall be converted into options to
     purchase stock in the corporation that is the surviving or acquiring
     corporation in the Transaction. The amount, type of securities subject
     thereto and exercise price of the converted options shall be
     determined by the Board of Directors of the Company, taking into
     account the relative values of the companies involved in the
     Transaction and the exchange rate, if any, used in determining shares
     of the surviving corporation to be issued to holders of shares of the
     Company. Unless otherwise determined by the Board of Directors, the
     converted options shall be vested only to the extent that the vesting
     requirements relating to options granted hereunder have been
     satisfied.

               (iii) The Board of Directors shall provide a 30-day period
     prior to the consummation of the Transaction during which outstanding
     options may be exercised to the extent then exercisable, and upon the
     expiration of such 30-day period, all unexercised options shall
     immediately terminate. The Board of Directors may, in its sole

                                    -14-
<PAGE>
     discretion, accelerate the exercisability of options so that they are
     exercisable in full during such 30-day period.

          (c) Dissolution of the Company. In the event of the dissolution
of the Company, options shall be treated in accordance with Section
13(b)(iii).

          (d) Rights Issued by Another Corporation. The Board of Directors
may also grant options, stock appreciation rights, performance units, stock
bonuses and cash bonuses and issue restricted stock under the Plan having
terms, conditions and provisions that vary from those specified in this
Plan provided that any such awards are granted in substitution for, or in
connection with the assumption of, existing options, stock appreciation
rights, stock bonuses, cash bonuses, restricted stock and performance units
granted, awarded or issued by another corporation and assumed or otherwise
agreed to be provided for by the Company pursuant to or by reason of a
Transaction.

     14. Amendment of Plan. The Board of Directors may at any time, and
from time to time, modify or amend the Plan in such respects as it shall
deem advisable because of changes in the law while the Plan is in effect or
for any other reason; provided that the approval of the Company's
shareholders is necessary within twelve months before or after the adoption
by the Board of Directors of any amendment that will: (a) increase the
number of shares of Common Stock to be reserved for the issuance of options
under the Plan; (b) permit the granting of stock options to a class of
persons other than those now permitted to receive stock options under the
Plan; or (c) require shareholder approval under applicable law, including
Section 16(b) of the Exchange Act. Except as provided in Sections 6(a)(iv),
9, 10 and 13, however, no change in an award already granted shall be made
without the written consent of the holder of such award.

     15. Approvals. The obligations of the Company under the Plan may be
subject to the approval of state and federal authorities or agencies with
jurisdiction in the matter. The Company will use its best efforts to take
steps required by state or federal law or applicable regulations, including
rules and regulations of the Securities and Exchange Commission and any
stock exchange or quotations service on which the Company's shares may then
be listed, in connection with the grants under the Plan. The foregoing
notwithstanding, the Company shall not be obligated to issue or deliver
Common Stock under the Plan if such issuance or delivery would violate
applicable state or federal securities laws.

     16. Employment and Service Rights. Nothing in the Plan or any award
pursuant to the Plan shall (i) confer upon any employee any right to be
continued in the employment of the Company or any subsidiary or interfere
in any way with the right of the Company or any subsidiary by whom such
employee is employed to terminate such employee's employment at any time,
for any reason, with or without cause, or to decrease such employee's
compensation or benefits, or (ii) confer upon any person engaged by the
Company any right to be retained or employed by the Company or to the
continuation, extension, renewal, or modification of any compensation,
contract, or arrangement with or by the Company.


                                    -15-
<PAGE>
     17. Rights as a Shareholder. The recipient of any award under the Plan
shall have no rights as a shareholder with respect to any Common Stock
until the date of issue to the recipient of a stock certificate for such
shares. Except as otherwise expressly provided in the Plan, no adjustment
shall be made for dividends or other rights for which the record date
occurs prior to the date such stock certificate is issued.

     18. Securities Regulations. Shares of Common Stock shall not be issued
with respect to an option granted under the Plan unless the exercise of
such option and the issuance and delivery of such shares pursuant thereto
shall comply with all relevant provisions of law, including, without
limitation, any applicable state securities laws, the Securities Act of
1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder, applicable laws of foreign countries and other jurisdictions
and the requirements of any quotation service or stock exchange on which
the shares may then be listed, and shall be further subject to the approval
of counsel for the Company with respect to such compliance, including the
availability of an exemption from registration for the issuance and sale of
any shares hereunder. The inability of the Company to obtain, from any
regulatory body having jurisdiction, the authority deemed by the Company's
counsel to be necessary for the lawful issuance and sale of any shares
hereunder or the unavailability of an exemption from registration for the
issuance and sale of any shares hereunder shall relieve the Company of any
liability with respect of the nonissuance or sale of such shares as to
which such requisite authority shall not have been obtained. As a condition
to the exercise of an option, the Company may require the Optionee to
represent and warrant at the time of any such exercise that the shares of
Common Stock are being purchased only for investment and without any
present intention to sell or distribute such shares if, in the opinion of
counsel for the Company, such a representation is required by any relevant
provision of the aforementioned laws. The Company may place a stop-transfer
order against any shares of Common Stock on the official stock books and
records of the Company, and a legend may be stamped on stock certificates
to the effect that the shares of Common Stock may not be pledged, sold or
otherwise transferred unless an opinion of counsel is provided (concurred
in by counsel for the Company) stating that such transfer is not in
violation of any applicable law or regulation. The Board of Directors may
also require such other action or agreement by the optionees as may from
time to time be necessary to comply with the federal and state securities
laws. THIS PROVISION SHALL NOT OBLIGATE THE COMPANY TO UNDERTAKE
REGISTRATION OF THE OPTIONS OR STOCK THEREUNDER.

Adopted by the Board of Directors on _____________, 1996.

                                    -16-