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                               BRITESMILE, INC.

                              a Utah corporation

                 Revised 1997 Stock Option and Incentive Plan

                               ARTICLE I GENERAL

1.01.  Purpose.

     The purposes of this Revised 1997 Stock Option and Incentive Plan (the
"Plan") are to: (1) closely associate the interests of the management of
BriteSmile, Inc., a Utah corporation, and its Affiliates (collectively referred
to as the "Company") with the shareholders of the Company by reinforcing the
relationship between participants' rewards and shareholder gains; (2) provide
management with an equity ownership in the Company commensurate with Company
performance, as reflected in increased shareholder value; (3) maintain
competitive compensation levels; and (4) provide an incentive to management to
remain with the Company, whether as an employee or as a non-employee director,
and to put forth maximum efforts for the success of its business.

1.02.  Administration.

     (a)  Pursuant to the corporate laws of the State of Utah, the Board of
Directors of the Company, or a Committee appointed by the Board consisting
solely of two or more non-employee directors, (the "Committee"), shall
administer the Plan and shall approve any transaction under the Plan involving a
grant, award or other acquisition from the Company. Once appointed, the
Committee shall continue to serve until otherwise directed by the Board. From
time to time, the Board may increase or change the size of the Committee, and
appoint new members thereof, remove members (with or without cause) and appoint
new members in substitution therefor, fill vacancies, however caused, or remove
all members of the Committee.

     (b)  The Committee shall have the authority, without limitation, in its
sole discretion, subject to and not inconsistent with the express provisions of
the Plan, and from time to time, to:

          (i)    administer the Plan and to exercise all the powers and
          authorities either specifically granted to it under the Plan or
          necessary or advisable in the administration of the Plan;

          (ii)   designate the directors, employees or classes of employees
          eligible to participate in the Plan from among those described in
          Section 1.03 below;

          (iii)  grant awards provided in the Plan in such form, amount and
          under such terms as the Committee shall determine;
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          (iv)   determine the purchase price of shares of Common Stock covered
          by each Option (the "Option Price");

          (v)    determine the Fair Market Value of Common Stock for purposes of
          Options or of determining the appreciation of Common Stock with
          respect to Stock Appreciation Rights;

          (vi)   determine the time or times at which Options and/or Stock
          Appreciation Rights shall be granted;

          (vii)  determine the terms and provisions of the various Option or
          Stock Appreciation Rights Agreements (none of which need be identical
          or uniform) evidencing Options or Stock Appreciation Rights granted
          under the Plan and to impose such limitations, restrictions and
          conditions upon any such award as the Committee shall deem
          appropriate; and

          (viii) interpret the Plan, adopt, amend and rescind rules and
          regulations relating to the Plan, and make all other determinations
          and take all other action necessary or advisable for the
          implementation and administration of the Plan.

     The Committee may delegate to one or more of its members or to one or more
agents such administrative duties as it may deem advisable, and the Committee or
any delegate may employ one or more persons to render advice with respect to any
responsibility the Committee or such person may have under the Plan.

     (c)  All decisions, determinations and interpretations of the Committee on
all matters relating to the Plan shall be in its sole discretion and shall be
final, binding and conclusive on all Optionees and the Company.

     (d)  One member of the Committee shall be elected by the Board as chairman.
The Committee shall hold its meetings at such times and places as it shall deem
advisable.  All determinations of the Committee shall be made by a majority of
its members either present in person or participating by conference telephone at
a meeting or by written consent.  The Committee may appoint a secretary and make
such rules and regulations for the conduct of its business as it shall deem
advisable, and shall keep minutes of its meetings.

     (e)  No member of the Board or Committee shall be liable for any action
taken or decision or determination made in good faith with respect to any
Option, Stock Appreciation Right, the Plan, or any award thereunder.

     (f)  For purposes of this Section 1.02, a "non-employee director" shall
mean a director who: (i) is not currently an officer of the Company or a parent
or subsidiary of the Company, or
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otherwise currently employed by the Company or a parent or subsidiary of the
Company; (ii) does not receive compensation, either directly or indirectly, from
the Company or a parent or subsidiary of the Company, for services rendered as a
consultant or in any capacity other than as a director, except for an amount
that does not exceed the dollar amount for which disclosure would be required
pursuant to Item 404(a) of Regulation S-K promulgated by the Securities and
Exchange Commission; (iii) does not possess an interest in any other transaction
for which disclosure would be required pursuant to Item 404(a) of Regulation S-
K; and (iv) is not engaged in a business relationship for which disclosure would
be required pursuant to Item 404(b) of Regulation S-K.

     (g) Unless such holding period is waived by the Company, officers or
directors of the Company who are subject to the short-swing profits provisions
of Section 16 of the Securities Exchange Act of 1934 (the "34 Act") and who
acquire shares of Company stock pursuant to this Plan, must hold such shares for
a period of six months following the date of acquisition, provided that this
condition shall be satisfied with respect to stock options or other derivative
securities granted to such officers or directors if at least six months elapse
from the date of grant of the Option to the date of disposition by Optionee of
the Option (other than upon exercise), or the shares of Common Stock underlying
the Option.

1.03. Eligibility for Participation

     Participants in the Plan shall be selected by the Committee, and awards
under the Plan, as described in Section 1.04 below, may be granted by the
Committee, to directors, officers and key employees of the Company and to other
key individuals such as consultants and non-employee agents to the Company whom
the Committee believes have made or will make an essential contribution to the
Company; provided, however, that Incentive Stock Options may only be granted to
executive officers and other key employees of the Company who occupy responsible
managerial or professional positions, who have the capability of making a
substantial contribution to the success of the Company, and who agree, in
writing, to remain in the employ of, and to render services to, the Company for
a period of at least one (1) year from the date of the grant of the award.  The
Committee has the authority to select particular employees within the eligible
group to receive awards under the Plan.  In making this selection and in
determining the persons to whom awards under the Plan shall be granted and the
form and amount of awards under the Plan, the Committee shall consider any
factors deemed relevant in connection with accomplishing the purposes of the
Plan, including the duties of the respective persons and the value of their
present and potential services and contributions to the success, profitability
and sound growth of the Company.  A person to whom an award has been granted is
sometimes referred to herein as an "Optionee."  An Optionee shall be eligible to
receive more than one Option and/or Stock Appreciation Right during the term of
the Plan, but only on the terms and subject to the restrictions hereinafter set
forth.

1.04. Types of Awards Under Plan.

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     Awards under the Plan may be in the form of any one or more of the
following:

     (a) "Stock Options" which are nonqualified stock options, the tax
consequences of which are governed by the provisions of Section 83 of the
Internal Revenue Code (the "Code"), as described in Article II;

     (b) "Incentive Stock Options" which are statutory stock options, the tax
consequences of which are governed by Section 422 of the Code, as described in
Article III;

     (c) "Reload Options" which are also nonqualified stock options, the tax
consequences of which are governed by Section 83 of the Code, as described in
Article IV;

     (d) "Alternate Rights" which are Stock Appreciation Rights, the tax
consequences of which are governed by Section 83 of the Code, as described in
Article V; and/or

     (e) "Limited Rights" which are also Stock Appreciation Rights, the tax
consequences of which are governed by Section 83 of the Code, as described in
Article VI.

     (f) "Stock Bonuses" which are compensation, the tax consequences of which
are governed by Section 83 of the Code, as described in Article VII.

     (g) "Cash Bonuses" which are compensation, the tax consequences of which
are governed by Section 61 of the Code, as described in Article VIII.

1.05.  Aggregate Limitation on Awards.

     (a) Except as may be adjusted pursuant to Section 9.12(i) below, shares of
stock which may be issued as Stock Bonuses or upon exercise of Options or
Alternate Rights under the Plan shall be authorized and unissued or treasury
shares of Common Stock of the Company ("Common Stock").  The number of shares of
Common Stock the Company shall reserve for issuance as Stock Bonuses or upon
exercise of Options or Alternate Rights to be granted from time to time under
the Plan, and the maximum number of shares of Common Stock which may be issued
under the Plan, shall not exceed in the aggregate Four Million (4,000,000)
shares of Common Stock.  In the absence of an effective registration statement
under the Securities Act of 1933 (the "Act"), all Stock Bonuses, Options and
Stock Appreciation Rights granted and shares of Common Stock subject to their
exercise will be restricted as to subsequent resale or transfer, pursuant to the
provisions of Rule 144 promulgated under the Act.

     (b) For purposes of calculating the maximum number of shares of Common
Stock which may be issued under the Plan:

         (i) all the shares issued (including the shares, if any, withheld for
         tax withholding requirements) shall be counted when cash is used as
         full payment for shares issued upon exercise of an Option;

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         (ii)  only the shares issued (including the shares, if any, withheld
         for tax withholding requirements) as a result of an exercise of
         Alternate Rights shall be counted; and

         (iii) only the net shares issued (including the shares, if any,
         withheld for tax withholding requirements) shall be counted when shares
         of Common Stock are used as full or partial payment for shares issued
         upon exercise of an Option.

         (iv)  all shares issued (including the shares, if any, withheld for tax
         withholding requirements) as Stock Bonuses shall be counted.

     (c) In addition to shares of Common Stock actually issued pursuant to Stock
Bonuses or the exercise of Options or Alternate Rights, there shall be deemed to
have been issued a number of shares equal to the number of shares of Common
Stock in respect of which Limited Rights shall have been exercised.

     (d) Shares tendered by a participant as payment for shares issued upon
exercise of an Option shall be available for issuance under the Plan.  Any
shares of Common Stock subject to an Option or Stock Appreciation Right granted
without a related Option, which for any reason is canceled, terminated,
unexercised or expires in whole or in part shall again be available for issuance
under the Plan, but shares subject to an Option or Alternate Right which are not
issued as a result of the exercise of Limited Rights shall not again be
available for issuance under the Plan.

1.06.  Effective Date and Term of Plan.

     (a) The Plan shall become effective as of the 31/st/ day of January, 1997,
the date the Plan is adopted by the Board (the "Effective Date").

     (b) No awards shall be granted under the Plan after or on the 31/st/ day of
January, 2007, which date is ten (10) years after the Effective Date (the "Plan
Termination Date"). Provided, however, that the Plan and all awards made under
the Plan prior to such Plan Termination Date shall remain in effect until such
awards have been satisfied or terminated in accordance with the Plan and the
terms of such awards.

                           ARTICLE II STOCK OPTIONS

2.01.  Award of Stock Options.

     The Committee may from time to time, and subject to the provisions of the
Plan, and such other terms and conditions as the Committee may prescribe, grant
to any participant in the Plan one or more options to purchase for cash or for
Company shares the number of shares of

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Common Stock allotted by the Committee ("Stock Options"). The date a Stock
Option is granted shall mean the date selected by the Committee as of which the
Committee allots a specific number of shares to a participant pursuant to the
Plan.

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2.02. Stock Option Agreements.

     The grant of a Stock Option shall be evidenced by a written Stock Option
Agreement, executed by the Company and the holder of a Stock Option (the
"Optionee"), stating the number of shares of Common Stock subject to the Stock
Option evidenced thereby, and in such form as the Committee may from time to
time determine.

2.03  Stock Option Price.

     The Option Price per share of Common Stock deliverable upon the exercise of
a Stock Option shall be 100% of the Fair Market Value of a share of Common Stock
on the date the Stock Option is granted, unless the Committee shall determine,
in its sole discretion, that there are circumstances which reasonably justify
the establishment of a lower or higher Option Price.

2.04. Term and Exercise.

     Unless otherwise provided by the Committee or in the Stock Option Agreement
pertaining to the Stock Options, each Stock Option shall be fully exercisable
beginning after the date of its grant and ending not later than ten years after
the date of grant thereof (the "Option Term").  No Stock Option shall be
exercisable after the expiration of its Option Term.

2.05  Manner of Payment.

     Each Stock Option Agreement shall set forth the procedure governing the
exercise of the Stock Option granted thereunder, and shall provide that, upon
such exercise in respect of any shares of Common Stock subject thereto, the
Optionee shall pay to the Company, in full, the Option Price for such shares
with cash or with Common Stock previously owned by Optionee.

2.06  Death of Optionee.

     (a)  Upon the death of the Optionee, any rights to the extent exercisable
on the date of death may be exercised by the Optionee's estate, or by a person
who acquires the right to exercise such Stock Option by bequest or inheritance
or by reason of the death of the Optionee, provided that such exercise occurs
within both the remaining effective term of the Stock Option and three years
after the Optionee's death.

     (b)  The provisions of this Section shall apply notwithstanding the fact
that the Optionee's employment may have terminated prior to death, but only to
the extent of any rights exercisable on the date of death.

2.07  Retirement or Disability.

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     Upon termination of the Optionee's employment by reason of retirement or
permanent disability (as each is determined by the Committee), the Optionee may,
within three years from the date of termination, exercise any Stock Options to
the extent such options are exercisable during such three year period.

2.08  Termination for Other Reasons.

     Except as provided in Sections 2.06, 2.07, or 9.12(f), or except as
otherwise determined by the Committee, all Stock Options shall terminate six
months after the termination of the Optionee's employment.

2.9   Effect of Exercise.

     The exercise of any Stock Option shall cancel that number of related
Alternate Rights and/or Limited Rights, if any, which is equal to the number of
shares of Common Stock purchased pursuant to said Stock Option.

                      ARTICLE III INCENTIVE STOCK OPTIONS

3.01  Award of Incentive Stock Options.

     The Committee may, from time to time and subject to the provisions of the
Plan and such other terms and conditions as the Committee may prescribe, grant
to any participant in the Plan one or more "incentive stock options", which are
intended to qualify as such under the provisions of Section 422 of the  Code, to
purchase for cash or for Company shares the number of shares of Common Stock
allotted by the Committee ("Incentive Stock Options").  The date an Incentive
Stock Option is granted shall mean the date selected by the Committee as of
which the Committee shall allot a specific number of shares to a participant
pursuant to the Plan.

3.02  Incentive Stock Option Agreements.

     The grant of an Incentive Stock Option shall be evidenced by a written
Incentive Stock Option Agreement, executed by the Company and the holder of an
Incentive Stock Option (the "Optionee"), stating the number of shares of Common
Stock subject to the Incentive Stock Option evidenced thereby, and in such form
as the Committee may from time to time determine.

3.03  Incentive Stock Option Price.

     Except as provided in Section 3.10 below, the Option Price per share of
Common Stock deliverable upon the exercise of an Incentive Stock Option shall be
100% of the Fair Market Value of a share of Common Stock on the date the
Incentive Stock Option is granted.

3.04  Term and Exercise.

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     Except as provided elsewhere herein, or unless otherwise provided by the
Committee, or in the Stock Option Agreement pertaining to the Incentive Stock
Option, each Incentive Stock Option shall be fully exercisable beginning after
the date of its grant and ending not later than ten years after the date of
grant thereof (the "Option Term").  No Incentive Stock Option shall be
exercisable after the expiration of its Option Term.

3.05  Maximum Amount of Incentive Stock Option Grant.

     The aggregate Fair Market Value (determined on the date the Incentive Stock
Option is granted) of Common Stock subject to an Incentive Stock Option granted
to any Optionee by the Committee in any calendar year shall not exceed $100,000.
Multiple Incentive Stock Options may be granted to an Optionee in any calendar
year, which Multiple Incentive Stock Options may in the aggregate exceed such
$100,000 Fair Market Value limitation, so long as each such Incentive Stock
Option within the Multiple Incentive Stock Option award does not exceed such
$100,000 Fair Market Value limitation and so long as no two such Incentive Stock
Options may be exercised by the Optionee in the same calendar year.

3.06  Death of Optionee.

     (a)  Upon the death of the Optionee, any Incentive Stock Option exercisable
on the date of death may be exercised by the Optionee's estate or by a person
who acquires the right to exercise such Incentive Stock Option by bequest or
inheritance or by reason of the death of the Optionee, provided that such
exercise occurs within both the remaining Option Term of the Incentive Stock
Option and three years after the Optionee's death.

     (b)  The provisions of this Section shall apply notwithstanding the fact
that the Optionee's employment may have terminated prior to death, but only to
the extent of any Incentive Stock Options exercisable on the date of death.

3.07  Retirement or Disability.

     Upon the termination of the Optionee's employment by reason of permanent
disability or retirement (as each is determined by the Committee), the Optionee
may, within three years from the date of such termination of employment,
exercise any Incentive Stock Options to the extent such Incentive Stock Options
were exercisable at the date of such termination of employment. Notwithstanding
the foregoing, the tax treatment available pursuant to Section 422 of the Code,
upon the exercise of an Incentive Stock Option will not be available to an
Optionee who exercises any Incentive Stock Options more than (i) 12 months after
the date of termination of employment due to permanent disability or (ii) three
months after the date of termination of employment due to retirement.

3.08  Termination for Other Reasons.

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     Except as provided in Sections 3.06, 3.07 or 9.12(f), or except as
otherwise determined by the Committee, all Incentive Stock Options shall
terminate six months after the date of termination of the Optionee's employment.

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3.09  Applicability of Stock Options Sections and Other Restrictions.

     Sections 2.05, Manner of Payment; and 2.09, Effect of Exercise, applicable
to Stock Options, shall apply equally to Incentive Stock Options.  Said Sections
are incorporated by reference in this Article III as though fully set forth
herein.  In addition, the Optionee shall be prohibited from the sale, exchange,
transfer, pledge, hypothecation, gift or other disposition of the shares of
Common Stock underlying the Incentive Stock Options until the later of either
two (2) years after the date of granting the Incentive Stock Option or one (1)
year after the transfer to the Optionee of such underlying Common Stock after
the Optionee's exercise of such Incentive Stock Options.

3.10  Employee/Ten Percent Shareholders.

     In the event the Committee determines to grant an Incentive Stock Option to
an employee who is also a Ten Percent Stockholder, as defined in 9.07(i) below,
(i) the Option Price shall not be less than 110% of the Fair Market Value of the
shares of Common Stock of the Company on the date of grant of such Incentive
Stock Option, and (ii) the exercise period shall not exceed 5 years from the
date of grant of such Incentive Stock Option.  Fair Market Value shall be as
defined in 9.07(c) below.

                           ARTICLE IV RELOAD OPTIONS

4.01. Authorization of Reload Options.

     Concurrently with the award of Stock Options and/or the award of Incentive
Stock Options to any participant in the Plan, the Committee may, subject to the
provisions of the Plan, particularly the provisions of Section 9.11 below, and
such other terms and conditions as the Committee may prescribe, authorize reload
options to purchase for cash or for Company shares a number of shares of Common
Stock allotted by the Committee ("Reload Options").  The number of Reload
Options shall equal (i) the number of shares of Common Stock used to exercise
the underlying Stock Options or Incentive Stock Options and (ii) to the extent
authorized by the Committee, the number of shares of Common Stock used to
satisfy any tax withholding requirement incident to the exercise of the
underlying Stock Options or Incentive Stock Options. The grant of a Reload
Option will become effective upon the exercise of underlying Stock Options,
Incentive Stock Options or other Reload Options through the use of shares of
Common Stock held by the Optionee for at least 12 months.  Notwithstanding the
fact that the underlying Option may be an Incentive Stock Option, a Reload
Option is not intended to qualify as an "incentive stock option" under Section
422 of the Code.

4.02. Reload Option Amendment.

     Each Stock Option Agreement and Incentive Stock Option Agreement shall
state whether the Committee has authorized Reload Options with respect to the
underlying Stock Options

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and/or Incentive Stock Options. Upon the exercise of an underlying Stock Option,
Incentive Stock Option or other Reload Option, the Reload Option will be
evidenced by an amendment to the underlying Stock Option Agreement or Incentive
Stock Option Agreement.

4.03. Reload Option Price.

     The Option Price per share of Common Stock deliverable upon the exercise of
a Reload Option shall be the Fair Market Value of a share of Common Stock on the
date the grant of the Reload Option becomes effective, unless the Committee
shall determine, in its sole discretion, that there are circumstances which
reasonably justify the establishment of a lower Option Price.

4.04. Term and Exercise.

     The term of each Reload Option shall be equal to the remaining Option Term
of the underlying Stock Option and/or Incentive Stock Option.

4.05. Termination of Employment.

     No additional Reload Options shall be granted to Optionees when Stock
Options, Incentive Stock Options and/or Reload Options are exercised pursuant to
the terms of this Plan following termination of the Optionee's employment.

4.06. Applicability of Stock Options Sections.

     Sections 2.05, Manner of Payment; 2.06 Death of Optionee; 2.07, Retirement
or Disability; 2.08, Termination for Other Reasons; and 2.09, Effect of
Exercise, applicable to Stock Options, shall apply equally to Reload Options.
Said Sections are incorporated by reference in this Article IV as though fully
set forth herein.


                 ARTICLE V ALTERNATE STOCK APPRECIATION RIGHTS

5.01. Award of Alternate Rights.

     Concurrently with or subsequent to the award of any Option to purchase one
or more shares of Common Stock, the Committee may, subject to the provisions of
the Plan and such other terms and conditions as the Committee may prescribe,
award to the Optionee with respect to each share of Common Stock, a related
alternate stock appreciation right, permitting the Optionee to be paid the
appreciation on the Option in Common Stock in lieu of exercising the Option
("Alternate Right").

5.02. Alternate Rights Agreement.

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     Alternate Rights shall be evidenced by written agreements in such form as
the Committee may from time to time determine.

5.03.  Term and Exercise.

     An Optionee who has been granted Alternate Rights may, from time to time,
in lieu of the exercise of an equal number of Options, elect to exercise one or
more Alternate Rights and thereby become entitled to receive from the Company
payment in Common Stock the number of shares determined pursuant to Sections
5.04 and 5.05.  Alternate Rights shall be exercisable only to the same extent
and subject to the same conditions and within the same Option Terms as the
Options related thereto are exercisable, as provided in this Plan.  The
Committee may, in its discretion, prescribe additional conditions to the
exercise of any Alternate Rights.

5.04.  Amount of Payment.

     The amount of payment to which an Optionee shall be entitled upon the
exercise of each Alternate Right shall be equal to 100% of the amount, if any,
by which the Fair Market Value of a share of Common Stock on the exercise date
exceeds the Fair Market Value of a share of Common Stock on the date the Option
related to said Alternate Right was granted or became effective, as the case may
be.

5.05.  Form of Payment.

     Upon exercise of Alternate Rights, the Company shall pay Optionee the
amount of payment determined pursuant to Section 5.04 in Common Stock.  The
number of shares to be paid shall be determined by dividing the amount of
payment determined pursuant to Section 5.04 by the Fair Market Value of a share
of Common Stock on the exercise date of such Alternate Rights.  As soon as
practicable after exercise, the Company shall deliver to the Optionee a
certificate or certificates for such shares of Common Stock.

5.06.  Effect of Exercise.

     The exercise of any Alternate Rights shall cancel an equal number of Stock
Options, Incentive Stock Options, Reload Options and Limited Rights, if any,
related to said Alternate Rights.

5.07.  Retirement or Disability.

     Upon termination of the Optionee's employment (including employment as a
director of the Company after an Optionee terminates employment as an officer or
key employee of the Company) by reason of permanent disability or retirement (as
each is determined by the Committee), the Optionee may, within three years from
the date of such termination, exercise

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any Alternate Rights to the extent such Alternate Rights are exercisable during
such three year period.

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5.08.  Death of Optionee or Termination for Other Reasons.

     Except as provided in Section 5.07 or 9.12(f), or except as otherwise
determined by the Committee, all Alternate Rights shall terminate six months
after the date of termination of the Optionee's employment or three years after
the death of the Optionee.

                           ARTICLE VI LIMITED RIGHTS

6.01.  Award of Limited Rights.

     Concurrently with or subsequent to the award of an Option or Alternate
Right, the Committee may, subject to the provisions of the Plan and such other
terms and conditions as the Committee may prescribe, award to the Optionee with
respect to each share of Common Stock underlying such Option or Alternate Right,
a related limited right permitting the Optionee, during a specified limited time
period, to be paid the appreciation on the Option in cash in lieu of exercising
the Option ("Limited Right").

6.02.  Limited Rights Agreement.

     Limited Rights granted under the Plan shall be evidenced by written
agreements in such form as the Committee may from time to time determine.

6.03.  Term and Exercise.

     An Optionee who has been granted Limited Rights may, from time to time, in
lieu of the exercise of an equal number of Options and Alternate Rights related
thereto, elect to exercise one or more Limited Rights and thereby become
entitled to receive from the Company payment in cash in the amount determined
pursuant to Sections 6.04 and 6.05.  Limited Rights shall be exercisable only to
the same extent and subject to the same conditions and within the same Option
Terms as the Options or Alternate Rights related thereto are exercisable, as
provided in this Plan.  The Committee may, in its discretion, prescribe
additional conditions to the exercise of any Limited Rights.

     Notwithstanding any other provision in this Section 6.03 to the contrary,
Limited Rights are exercisable in full for a period of seven months following
the date of a Change in Control of the Company (the "Exercise Period").

     As used in the Plan, a "Change of Control" shall be deemed to have occurred
if (a) individuals who are currently directors of the Company immediately prior
to a Control Transaction shall cease, within one year of such Control
Transaction, to constitute a majority of the Board (or of the Board of Directors
of any successor to the Company, or to all or substantially all of its assets),
or any entity, person or Group other than the Company or a Subsidiary
Corporation of the Company acquires shares of the Company in a transaction or
series

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of transactions that result in such entity, person or Group directly or
indirectly owning beneficially fifty-one percent (51%) or more of the
outstanding shares of the Company.

     As used herein, "Control Transaction" shall be (i) any tender offer for or
acquisition of capital stock of the Company, (ii) any merger, consolidation,
reorganization or sale of all or substantially all of the assets of the Company
which has been approved by the shareholders, (iii) any contested election of
directors of the Company, or (iv) any combination of the foregoing which results
in a change in voting power sufficient to elect a majority of the Board.  As
used herein, "Group" shall mean persons who act in concert as described in
Sections 13(d)(3) and/or 14(d)(2) of the Securities Exchange Act of 1934, as
amended.

6.04.  Amount of Payment.

     The amount of payment to which an Optionee shall be entitled upon the
exercise of each Limited Right shall be equal to 100% of the amount, if any,
which is equal to the difference between the Fair Market Value per share of
Common Stock covered by the related Option or Alternative Right on the date the
Option or Alternate Right was granted and the Fair Market Value per share of
such Common Stock on the exercise date.

6.05.  Form of Payment.

     Payment of the amount to which an Optionee is entitled upon the exercise of
Limited Rights, as determined pursuant to Section 6.04, shall be paid by the
Company solely in cash.

6.06.  Effect of Exercise.

     If Limited Rights are exercised, the Options and Alternate Rights, if any,
related to such Limited Rights cease to be exercisable to the extent of the
number of shares with respect to which the Limited Rights were exercised.  Upon
the exercise or termination of the Options and Alternate Rights, if any, related
to such Limited Rights, the Limited Rights granted with respect thereto
terminate to the extent of the number of shares as to which the related Options
and Alternate Rights were exercised or terminated.

6.07.  Retirement or Disability.

     Upon termination of the Optionee's employment (including employment as a
director of this Company after an Optionee terminates employment as an officer
or key employee of this Company) by reason of permanent disability or retirement
(as each is determined by the Committee), the Optionee may, within three years
from the date of termination, exercise any Limited Right to the extent such
Limited Right is exercisable during such three year period.

6.08.  Death of Optionee or Termination for Other Reasons.

                                       16
<PAGE>

     Except as provided in Sections 6.07, 6.09 or 9.12(f), or except as
otherwise determined by the Committee, all Limited Rights granted under the Plan
shall terminate three months after the date of termination of the Optionee's
employment or three years after the death of the Optionee.

6.09.  Termination Related to a Change in Control.

     The requirement that an Optionee be terminated by reason of retirement or
permanent disability or be employed by the Company at the time of exercise
pursuant to Sections 6.07 and 6.08 respectively, is waived during the Exercise
Period as to any Optionee who (i) was employed by the Company at the time of the
Change in Control and (ii) is subsequently terminated by the Company other than
for cause, or who voluntarily terminates if such termination was the result of a
good faith determination by the Optionee that as a result of the Change in
Control he is unable to effectively discharge his present duties or the duties
of the position which he occupied just prior to the Change in Control.  As used
in this Plan, "for cause" shall mean willful misconduct or dishonesty or
conviction of or failure to contest prosecution for a felony, or excessive
absenteeism unrelated to illness.

                           ARTICLE VII STOCK BONUSES

7.01   Terms, Conditions and Restrictions.

     The Committee may from time to time, and subject to the provisions of the
Plan and such other terms and conditions as the Committee may prescribe, grant
to any participant in the Plan one or more Stock Bonuses as compensation the
number of shares of Common Stock allotted by the Committee ("Stock Bonuses").
Stock awarded as a Stock Bonus shall be subject to the terms, conditions and
restrictions determined by the Committee at the time of the award.  The
Committee may require the recipient to sign an agreement as a condition of the
award.  The agreement may contain such terms, conditions, representations, and
warranties as the Committee may require.

                           ARTICLE VIII CASH BONUSES

8.01   Grant.

     The Committee may from time to time, and subject to the provisions of the
Plan and such other terms and conditions as the Committee may prescribe, grant
to any participant in the Plan one or more cash bonuses as compensation ("Cash
Bonuses").  The Committee may grant Cash Bonuses under the Plan outright or in
connection with (i) an Option or Stock Appreciation Right granted or previously
granted or (ii) a Stock Bonus awarded, or previously awarded.  Bonuses will be
subject to rules, terms, and conditions as the Committee may prescribe.

8.02   Cash Bonuses in Connection with Options and Stock Appreciation Rights.

                                       17
<PAGE>

     Cash Bonuses granted in connection with Options will entitle an Optionee to
a Cash Bonus when the related Option is exercised (or surrendered in connection
with exercise of a Stock Appreciation Right related to the Option) in whole or
in part.  Cash Bonuses granted in connection with Stock Appreciation Rights will
entitle the holder to a Cash Bonus when the Stock Appreciation Right is
exercised.  Upon exercise of an Option, the amount of the Cash Bonus shall be
determined by multiplying the amount by which the total Fair Market Value of the
shares to be acquired upon the exercise exceeds the total Option Price for the
shares by the applicable bonus percentage.  Upon exercise of a Stock
Appreciation Right, the cash bonus shall be determined by multiplying the total
Fair Market Value of the shares or cash received pursuant to the exercise of the
Stock Appreciation Right by the applicable bonus percentage.  The bonus
percentage applicable to a Cash Bonus shall be determined from time to time by
the Committee but shall in no event exceed thirty percent.

8.03   Cash Bonuses in Connection with Stock Bonuses.

     Cash Bonuses granted in connection with Stock Bonuses will entitle the
person awarded such Stock Bonuses to a Cash Bonus either at the time the Stock
Bonus is awarded or at such time as restrictions, if any, to which the Stock
Bonus is subject lapse.  If a Stock Bonus awarded is subject to restrictions and
is repurchased by the Company or forfeited by the holder, the Cash Bonus granted
in connection with such Stock Bonus shall terminate and may not be exercised.
Whether any Cash Bonus is to be awarded and, if so, the amount and timing of
such Cash Bonus shall be determined from time to time by the Committee.

                           ARTICLE IX MISCELLANEOUS

9.01.  General Restriction.

     Each award under the Plan shall be subject to the requirement that, if at
any time the Committee shall determine that (i) the listing, registration or
qualification of the shares of Common Stock subject or related thereto upon any
securities exchange or under any state or Federal law, or (ii) the consent or
approval of any government regulatory body, or (iii) an agreement by the grantee
of an award with respect to the disposition of shares of Common Stock, is
necessary or desirable as a condition of, or in connection with, the granting of
such award or the issue or purchase of shares of Common Stock thereunder, such
award may not be exercised or consummated in whole or in part unless and until
such listing, registration, qualification, consent, approval or agreement shall
have been effected or obtained free of any conditions not acceptable to the
Committee.

9.02.  Withholding Taxes.

     Whenever the Company proposes or is required to issue or transfer shares of
Common Stock under the Plan, the Company shall, to the extent permitted or
required by law, have the

                                       18
<PAGE>

right to require the grantee, as a condition of issuance of a Stock Bonus or
exercise of its Options or Stock Appreciation Rights, to remit to the Company no
later than the date of issuance or exercise, or make arrangements satisfactory
to the Committee regarding payment of, any amount sufficient to satisfy any
Federal, state and/or local taxes of any kind, including, but not limited to,
withholding tax requirements prior to the delivery of any certificate or
certificates for such shares. If the participant fails to pay the amount
required by the Committee, the Company shall have the right to withhold such
amount from other amounts payable by the Company to the participant, including
but not limited to, salary, fees or benefits, subject to applicable law.
Alternatively, the Company may issue or transfer such shares of Common Stock net
of the number of shares sufficient to satisfy any such taxes, including, but not
limited to, the withholding tax requirements. For withholding tax purposes, the
shares of Common Stock shall be valued on the date the withholding obligation is
incurred.

9.03.  Right to Terminate Employment.

     Nothing in the Plan or in any agreement entered into pursuant to the Plan
shall confer upon any participant the right to continue in the employment of the
Company or affect any right which the Company may have to terminate the
employment of such participant.

9.04.  Non-Uniform Determinations.

     The Committee's determinations under the Plan (including without limitation
determinations of the persons to receive awards, the form, amount and timing of
such awards, the terms and provisions of such awards and the agreements
evidencing same) need not be uniform and may be made by it selectively among
persons who receive, or are eligible to receive, awards under the Plan, whether
or not such persons are similarly situated.

9.05.  Rights as a Shareholder.

     The recipient of any award under the Plan shall have no rights as a
shareholder with respect thereto unless and until certificates for shares of
Common Stock are issued to him or her.

9.06   Fractional Shares.

     Fractional shares shall not be granted under any award under this Plan,
unless the provision of the Plan which authorizes such award also specifies the
terms under which fractional shares or interests may be granted.

9.07.  Definitions.

     As used in this Plan, the following words and phrases shall have the
meanings indicated in the following definitions:

                                       19
<PAGE>

     (a) "AFFILIATE" means any person or entity which directly, or indirectly
through one or more intermediaries, controls, is controlled by, or is under
common control with  the Company.

     (b) "DISABILITY" shall mean an Optionee's inability to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment that can be expected to result in death or that has lasted or
can be expected to last for a continuous period of not less than one year.

     (c) "FAIR MARKET VALUE" per share in respect of any share of Common Stock
as of any particular date shall mean (i) the closing sales price per share of
Common Stock reflected on a national securities exchange for the last preceding
date on which there was a sale of such Common Stock on such exchange; or (ii) if
the shares of Common Stock are then traded on an over-the-counter market, the
average of the closing bid and asked prices for the shares of Common Stock in
such over-the-counter market for the last preceding date on which there was a
sale of such Common Stock in such market; or (iii) in case no reported sale
takes place, the average of the closing bid and asked prices on the National
Association of Securities Dealers' Automated Quotations System ("NASDAQ") or any
comparable system, or if the shares of Common Stock are not listed on NASDAQ or
comparable system, the closing sale price or, in case no reported sale takes
place, the average of the closing bid and asked prices, as furnished by any
member of the National Association of Securities Dealers, Inc. selected from
time to time by the Company for that purpose; or (iv) if the shares of Common
Stock are not then listed on a national securities exchange or traded in an
over-the-counter market, such value as the Committee in its discretion may
determine in any such other manner as the Committee may deem appropriate.  In no
event shall the Fair Market Value of any share of Common Stock be less than its
par value.  In the case of Incentive Stock Options, the Fair Market Value shall
not be discounted for restrictions, lack of marketability and other such
limitations on the enjoyment of the Common Stock.  In the case of other type of
Options, the Fair Market Value of the Common Stock shall be so discounted.

     (d) "OPTION" means Stock Option, Incentive Stock Option or Reload Option.

     (e) "OPTION PRICE" means the purchase price per share of Common Stock
deliverable upon the exercise of an Option.

     (f) "PARENT CORPORATION" shall mean any corporation (other than the
Company) in an unbroken chain of corporations ending with the Optionee's
employer corporation if, at the time of granting an Option, each of the
corporations other than the Optionee's employer corporation owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.

     (g) "STOCK APPRECIATION RIGHT" shall mean Alternate Right or Limited Right.

                                       20
<PAGE>

     (h) "SUBSIDIARY CORPORATION" shall mean any corporation (other than the
Company) in an unbroken chain of corporations beginning with the Optionee's
employer corporation if, at the time of granting an Option, each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.

     (i) "TEN PERCENT STOCKHOLDER" shall mean an Optionee who, at the time an
Incentive Stock Option is granted, is an employee of the Company who owns stock
possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company or of its Parent or Subsidiary Corporations.

                                       21
<PAGE>

9.08.  Leaves of Absence and Performance Targets.

     The Committee shall be entitled to make such rules, regulations and
determinations as it deems appropriate under the Plan in respect of any leave of
absence taken by the recipient of any award.  Without limiting the generality of
the foregoing, the Committee shall be entitled to determine (i) whether or not
any such leave of absence shall constitute a termination of employment within
the meaning of the Plan and (ii) the impact, if any, of such leave of absence on
awards under the Plan theretofore made to any recipient who takes such leave of
absence. The Committee shall also be entitled to make such determination of
performance targets, if any, as it deems appropriate and to impose them upon an
Optionee as a condition of continued employment.

9.09.  Newly Eligible Employees.

     The Committee shall be entitled to make such rules, regulations,
determinations and awards as it deems appropriate in respect of any employee who
becomes eligible to participate in the Plan or any portion thereof, after the
commencement of an award or incentive period.

9.10.  Adjustments.

     In the event of any change in the outstanding Common Stock by reason of a
stock dividend or distribution, recapitalization, merger, consolidation, split-
up, combination, exchange of shares or the like, the Committee may appropriately
adjust the number of shares of Common Stock which may be issued under the Plan,
the number of shares of Common Stock subject to Options theretofore granted
under the Plan, the Option Price of Options theretofore granted under the Plan,
the performance targets referred to in Section 9.08 and any and all other
matters deemed appropriate by the Committee.

9.11.  Amendment of the Plan.

     The Committee may at any time and from time to time terminate or modify or
amend the Plan in any respect, including  in response to changes in securities,
tax or other laws or rules, regulations or regulatory interpretations thereof
applicable to this Plan or to comply with stock exchange rules or requirements.
The termination or any modification or amendment of the Plan shall not, without
the consent of a participant, affect his other rights under an award previously
granted to him or her.

9.12.  General Terms and Conditions of Options.

     Each Option shall be evidenced by a written Option Agreement between the
Company and the Optionee, which agreement, unless otherwise stated in Articles
II, III or IV of the Plan, shall comply with and be subject to the following
terms and conditions:

                                       22
<PAGE>

     (a) Number of Shares.  Each Option Agreement shall state the number of
         ----------------
shares of Common Stock to which the Option relates.

     (b) Type of Option.  Each Option Agreement shall specifically identify the
         --------------
portion, if any, of the Option which constitutes an Incentive Stock Option and
the portion, if any, which constitutes a Non-qualified Stock Option in the form
of either a Stock Option or a Reload Option.

     (c) Option Price.  Each Option Agreement shall state the Option Price
         ------------
which, in the case of Incentive Stock Options (except to the extent provided in
Article III above), shall be not less than 100% of the undiscounted Fair Market
Value of the shares of Common Stock of the Company on the date of grant of the
Option.  The Option Price shall be subject to adjustment as provided in 9.13(i)
hereof.  The date on which the Committee adopts a resolution expressly granting
an Option shall be considered the day on which such Option is granted.  No
Options shall be granted under the Plan more than 10 years after the date of
adoption of the Plan by the Board, but the validity of Options previously
granted may extend and be validly exercised beyond that date.  Except as
provided in Section 3.10 above, Options granted under the Plan shall be for a
period determined by the Committee as provided in Section 9.12(e), below.

     (d) Medium and Time of Payment.  The Option Price shall be paid in full at
         --------------------------
the time of exercise in cash or in shares of Common Stock having a Fair Market
Value equal to such Option Price or in a combination of cash and such shares,
and may be effected in whole or in part (i) with monies received from the
Company at the time of exercise as a compensatory cash payment, or (ii) with
monies borrowed from the Company pursuant to repayment terms and conditions as
shall be determined from time to time by the Committee, in its discretion,
separately with respect to each exercise of Options and each Optionee; provided,
however, that each such method and time for payment and each such borrowing and
terms and conditions of repayment shall be permitted by and be in compliance
with applicable law, and provided, further, if the Option Price is paid with
monies borrowed from the Company, such fact shall be noted conspicuously on the
certificate evidencing such shares in accordance with applicable law.

     (e) Term and Exercise of Options.  Options shall be exercisable over the
         ----------------------------
exercise period as and at the times and upon the conditions that the Committee
may determine, as reflected in the Option Agreement; provided, however, that the
Committee shall have the authority to accelerate the exercisability of any
outstanding Option at such time and under such circumstances, as it, in its sole
discretion, deems appropriate.  The exercise period shall be determined by the
Committee for all Options; provided, however that such exercise period shall not
exceed 10 years from the date of grant of such Option.  The exercise period
shall be subject to earlier termination as provided in Sections 9.12(f) and
9.12(g) hereof.  An Option may be exercised, as to any or all full shares of
Common Stock as to which the Option has become exercisable, by giving written
notice of such exercise to the Committee; provided, however, that an Option may
not be exercised at any one time as to fewer than 100 shares (or such number of
shares as to which the Option is then exercisable if such number of shares is
less than 100).

                                       23
<PAGE>

     (f) Termination.  Except as provided in Section 9.12(e) and in this Section
         -----------
9.12(f) hereof, an Option may not be exercised unless the Optionee is then in
the employ of the Company or a Parent, division or Subsidiary Corporation (or a
corporation issuing or assuming the Option in a transaction to which Code
Section 424(a) applies), and unless the Optionee has remained continuously so
employed since the date of grant of the Option.  If the employment of an
Optionee shall terminate (other than by reason of death, disability or
retirement), all Options of such Optionee that are exercisable at the time of
such termination may, unless earlier terminated in accordance with their terms,
be exercised within six months after such termination; provided, however, that
if the employment of an Optionee shall terminate for cause, all Options
theretofore granted to such Optionee shall, to the extent not theretofore
exercised, terminate forthwith.  Nothing in the Plan or in any Option shall
limit the Company's rights under Section 9.03 above.  No Option may be exercised
after the expiration of its term.

     (g) Death, Disability or Retirement.  If an Optionee shall die while
         -------------------------------
employed by the Company, a Parent or a Subsidiary Corporation thereof, or die
within three months after the termination of such Optionee's employment other
than for cause, or if the Optionee's employment shall terminate by reason of
disability or retirement, all Options theretofore granted to such Optionee (to
the extent otherwise exercisable) may, unless earlier terminated in accordance
with their terms, be exercised by the Optionee or by the Optionee's estate or by
a person who acquired the right to exercise such Option by bequest or
inheritance or otherwise by reason of the death or disability of the Optionee,
at any time within three years after the date of death, disability or retirement
of the Optionee.  If the Optionee's employment shall terminate by reason of
removal for cause, all Options theretofore granted to such Optionee shall
terminate immediately upon removal and may not be exercised.

     (h) Non-transferability of Options.  For the purpose of preserving to the
         ------------------------------
Company the right and ability to register the exercise of Options on Form S-8
under the Act, including exercises of Options by former employees and the
executors, administrators or beneficiaries of the estates of deceased employees,
Options granted under the Plan shall not be transferable otherwise than (i) by
will; (ii) by the laws of descent and distribution; or (iii) to a revocable
inter vivos trust for the primary benefit of the Optionee and his or her spouse.
Options may be exercised, during the lifetime of the Optionee, only by the
Optionee, his or her guardian, legal representative or the Trustee of an above
described trust.  Except as permitted by the preceding sentences, or unless the
Committee determines that the ability to register the underlying shares on Form
S-8 need not be preserved, no Option granted under the Plan or any of the rights
and privileges thereby conferred shall be transferred, assigned, pledged, or
hypothecated in any way (whether by operation of law or otherwise), and no such
Option, right, or privilege shall be subject to execution, attachment, or
similar process.  Upon any attempt so to transfer, assign, pledge, hypothecate,
or otherwise dispose of the Option, or of any right or privilege conferred
thereby, contrary to the provisions of this Plan, or upon the levy of any
attachment or similar process upon such Option, right, or privilege, the Option
and such rights and privileges shall immediately become null and void.

                                       24
<PAGE>

     (i)  Effect of Certain Changes.
          -------------------------

               (A)  If there is any change in the number of shares of Common
          Stock through the declaration of stock dividends, or through
          recapitalization resulting in stock splits, or combinations or
          exchanges of such shares, the number of shares of Common Stock
          available for awards under the Plan pursuant to Section 1.05 above,
          the number of such shares covered by the outstanding Options and the
          price per share of such Options shall be proportionately adjusted by
          the Committee to reflect any increase or decrease in the number of
          issued shares of Common Stock; provided, however, that any fractional
          shares resulting from such adjustment shall be eliminated.

               (B)  In the event of the proposed dissolution or liquidation of
          the Company, in the event of any corporate separation or division,
          including, but not limited to split-up, split-off or spin-off, or in
          the event of a merger, consolidation or other reorganization of the
          Corporation with another corporation, the Committee may provide that
          the holder of each Option then exercisable shall have the right to
          exercise such Option (at its then Option Price) solely for the kind
          and amount of shares of stock and other securities, property, cash or
          any combination thereof receivable upon such dissolution, liquidation,
          or corporate separation or division, or merger, consolidation or other
          reorganization by a holder of the number of shares of Common Stock for
          which such Option might have been exercised immediately prior to such
          dissolution, liquidation, or corporate separation or division, or
          merger, consolidation or other reorganization; or the Committee may
          provide, in the alternative, that each Option granted under the Plan
          shall terminate as of a date to be fixed by the Committee; provided,
          however, that not less than 90-days' written notice of the date so
          fixed shall be given to each Optionee, who shall have the right,
          during the period of 90 days preceding such termination, to exercise
          the Options as to all or any part of the shares of Common Stock
          covered thereby, including, if so determined by the Committee, shares
          as to which such Options would not otherwise be exercisable; provided,
          further, that failure to provide such notice shall not invalidate or
          affect the action with respect to which such notice was required.

               (C)  If while unexercised Options remain outstanding under the
          Plan, the stockholders of the Corporation approve a definitive
          agreement to merge, consolidate or otherwise reorganize the Company
          with or into another corporation or to sell or otherwise dispose of
          all or substantially all of its assets, or adopt a plan of liquidation
          (each, a "Disposition Transaction"), then the Committee may: (i) make
          an appropriate adjustment to the number and class of shares available
          for awards under the Plan pursuant to Section 1.05 above, and to the
          amount and kind of shares or other securities or property (including
          cash) receivable upon exercise of any outstanding options after the
          effective date of such transaction, and the

                                       25
<PAGE>

          price thereof, or, in lieu of such adjustment, provide for the
          cancellation of all options outstanding at or prior to the effective
          date of such transaction; (ii) provide that exercisability of all
          Options shall be accelerated, whether or not otherwise exercisable; or
          (iii) in its discretion, permit Optionees to surrender outstanding
          options for cancellation; provided, however, that if the stockholders
          approve such Disposition Transaction within five years of the date of
          adoption of this Plan and before the Company is taken public, the
          Committee shall provide for the alternative in (ii) above. Upon any
          cancellation of an outstanding Option pursuant to this 9.12(i)(C), the
          Optionee shall be entitled to receive, in exchange therefor, a cash
          payment under any such Option in an amount per share determined by the
          Committee in its sole discretion, but not less than the difference
          between the per share exercise price of such Option and the Fair
          Market Value of a share of Company Common Stock on such date as the
          Committee shall determine.

               (D)  Paragraphs (B) and (C) of this Section 9.12(i) shall not
          apply to a merger, consolidation or other reorganization in which the
          Company is the surviving corporation and shares of Common Stock are
          not converted into or exchanged for stock, securities of any other
          corporation, cash or any other thing of value.  Notwithstanding the
          preceding sentence, in case of any consolidation, merger or other
          reorganization of another corporation into the Company in which the
          Company is the surviving corporation and in which there is a
          reclassification or change (including a change to the right to receive
          cash or other property) of the shares of Common Stock (other than a
          change in par value, or from par value to no par value, or as a result
          of a subdivision or combination, but including any change in such
          shares into two or more classes or series of shares), the Committee
          may provide that the holder of each Option then exercisable shall have
          the right to exercise such Option solely for the kind and amount of
          shares of stock and other securities (including those of any new
          direct or indirect parent of the Company), property, cash or any
          combination thereof receivable upon such reclassification, change,
          consolidation or merger by the holder of the number of shares of
          Common Stock for which such Option might have been exercised.

               (E)  In the event of a change in the Common Stock of the Company
          as presently constituted which is limited to a change of all of its
          authorized shares with par value into the same number of shares with a
          different par value or without par value, the shares resulting from
          any such change shall be deemed to be the Common Stock within the
          meaning of the Plan.

               (F)  To the extent that the foregoing adjustments relate to stock
          or securities of the Company, such adjustments shall be made by the
          Committee, whose determination in that respect shall be final, binding
          and conclusive, provided that each Incentive Stock Option granted
          pursuant to Article III of this

                                       26
<PAGE>

          Plan shall not be adjusted in a manner that causes such option to fail
          to continue to qualify as an Incentive Stock Option within the meaning
          of Section 422 of the Code.

               (G)  Except as hereinbefore expressly provided in this Section
          9.12(i), the Optionee shall have no rights by reason of any
          subdivision or consolidation of shares of stock or any class or the
          payment of any stock dividend or any other increase or decrease in the
          number of shares of stock of any class or by reason of any
          dissolution, liquidation, merger, consolidation or other
          reorganization or spin-off of assets or stock of another corporation;
          and any issue by the Company of shares of stock of any class shall not
          affect, and no adjustment by reason thereof shall be made with respect
          to, the number of price of shares of Common Stock subject to the
          Option.  The grant of an Option pursuant to the Plan shall not affect
          in any way the right or power of the Company to make adjustments,
          reclassifications, reorganizations or changes of its capital or
          business structures or to merge or to consolidate or to dissolve,
          liquidate or sell, or transfer all or part of its business or assets.

     (j)  Rights as a Shareholder.  An Optionee or a transferee of an Option
          -----------------------
shall have no right as a shareholder with respect to any shares covered by the
Option until the date of the issuance of a certificate evidencing such shares.
No adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distribution of other rights for which
the record date is prior to the date such certificate is issued, except as
provided in Section 9.12(i) hereof.

     (k)  Other Provisions.  The Option Agreement authorized under the Plan
          ----------------
shall contain such other provisions, including, without limitation, (A) the
imposition of restrictions upon the exercise of an Option; (B) in the case of an
Incentive Stock Option, the inclusion of any condition not inconsistent with
such Option qualifying as an Incentive Stock Option; and (C) conditions relating
to compliance with applicable federal and state securities laws, as the
Committee shall deem advisable.

9.13.  Effects of Headings

     The Section and Subsection headings contained herein are for convenience
only and shall not affect the construction hereof.

AS AMENDED, ADOPTED BY RESOLUTION OF THE BOARD OF DIRECTORS, EFFECTIVE THE
22/nd/ DAY OF JANUARY 1999.



                         /s/ Michael F. Bonner
                         ----------------------------------
                         Michael F. Bonner, Secretary/CFO

                                       27