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                   CASINOVATIONS INCORPORATED
                     1999 STOCK OPTION PLAN
    AS APPROVED BY THE BOARD OF DIRECTORS ON JANUARY 5, 1999
                                
                                
1.   PURPOSE

     The  purpose of the Casinovations Incorporated Stock  Option
Plan is to further the interests of Casinovations Incorporated, a
Washington  corporation  (the  "Company"),  by  encouraging   and
enabling  selected  officers, directors, employees,  consultants,
advisers,   independent  contractors  and  agents,   upon   whose
judgment,  initiative and effort the Company is largely dependent
for the successful conduct of its business, to acquire and retain
a  proprietary interest in the Company by ownership of its  stock
through  the  exercise of stock options to be granted  hereunder.
Options  granted hereunder are either options intended to qualify
as "incentive stock options" within the meaning of Section 422 of
the  Internal  Revenue Code of 1986, as amended, or non-qualified
stock options.

2.   DEFINITIONS

     Whenever  used  herein the following terms  shall  have  the
following meanings, respectively:

     (a)   "Board"  shall  mean the Board  of  Directors  of  the
Company.

     (b)  "Code" shall mean the Internal Revenue Code of 1986, as
amended.

     (c)  "Committee" shall mean the Stock Option or Compensation
Committee  appointed by the Board, or if no  committee  has  been
appointed, a reference to "Committee" shall be deemed to refer to
the Board.

     (d)   "Common Stock" shall mean the Company's Common  Stock,
$.001 par value.

     (e)   "Company"  shall  mean Casinovations  Incorporated,  a
Washington corporation.

     (f)   "Employee"  shall mean, in connection  with  Incentive
Options, only employees of the Company.

     (g)   "Fair Market Value Per Share" of the Common  Stock  on
any  date shall mean, if the Common Stock is publicly traded, the
mean between the highest and lowest quoted selling prices of  the
Common  Stock on such date or, if not available, the mean between
the  bona fide bid and asked prices of the Common Stock  on  such
date.  In  any  situation not covered above or if there  were  no
sales  on  the date in question, the Fair Market Value Per  Share
shall  be determined by the Committee in accordance with  Section
20.2031-2 of the Federal Estate Tax Regulations.

     (h)   "Incentive Option" shall mean an Option granted  under
the  Plan  which is designated as and qualified as  an  incentive
stock option within the meaning of Section 422 of the Code.

     (i)   "Non-Employee  Director" shall have  the  meaning  set
forth  in  Rule 16b-3 promulgated by the Securities and  Exchange
Commission  pursuant to the Securities Exchange Act of  1934,  as
amended, or any successor rule.

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     (j)   "Non-Qualified Option" shall mean  an  Option  granted
under  the  Plan  which  is designated as a  non-qualified  stock
option  and  which does not qualify as an incentive stock  option
within the meaning of Section 422 of the Code.

     (k)   "Option"  shall mean an Incentive  Option  or  a  Non-
Qualified Option.

     (l)   "Optionee" shall mean any person who has been  granted
an Option under the Plan.

     (m)  "Outside Director" shall have the meaning set forth  in
Section 162(m) of the code.

     (n)   "Permanent  Disability" shall mean  termination  of  a
Relationship with the Company with the consent of the Company  by
reason  of  permanent and total disability within the meaning  of
Section 22(e)(3) of the Code.

     (o)   "Plan" shall mean the Casinovations Incorporated Stock
Option Plan, as amended.

     (p)   "Relationship" shall mean that the Optionee is or  has
agreed  to  become  an  officer, director, employee,  consultant,
adviser,  independent contractor or agent of the Company  or  any
Subsidiary of the Company.

     (q)   "Termination for Cause" means the termination  of  any
employee's  employment  with the Company,  whether  voluntary  or
involuntary, that is determined by the Committee to have resulted
from  the  discovery by the Company of the employee's dishonesty,
commission  of a felony (regardless of whether or not prosecuted)
or fraud.

3.   ADMINISTRATION

     (a)   The  Plan shall be administered by a Committee  of  at
least  two  directors of the Company appointed by the Board,  all
members  of  which  are both Non-Employee Directors  and  Outside
Directors.   The Board may from time to time appoint  members  of
the  Committee  in  substitution for or in  addition  to  members
previously  appointed and may fill vacancies.  In the  event  the
Board fails to designate a committee to administer the Plan,  the
Plan  shall  be  administered by the Board.  To  the  extent  not
inconsistent with applicable law, the Board or Committee may from
time to time delegate to one or more officers of the Company  any
or  all  of its authorities granted hereunder except with respect
to  awards  to  persons subject to Section 16 of  the  Securities
Exchange Act of 1934, as amended.

     (b)   Any  action  of  the  Committee with  respect  to  the
administration of the Plan shall be taken by majority vote or  by
written consent of a majority of its members, and all actions  of
the Committee are subject to approval by the Board.

     (c)   Subject  to the provisions of the Plan, the  Committee
shall  have the authority to construe and interpret the Plan,  to
define the terms used therein, to determine the time or times  an
Option  may  be exercised and the number of shares which  may  be
exercised at any one time, to prescribe, amend and rescind  rules
and  regulations relating to the Plan, to approve  and  determine
the  duration  of  leaves  of absence which  may  be  granted  to
participants   without  constituting  a  termination   of   their
employment  for  purposes of the Plan,  and  to  make  all  other
determinations  necessary or advisable for the administration  of
the Plan.

     (d)   The  Company  shall indemnify and  hold  harmless  the
members  of the Board and the Committee from and against any  and
all liabilities, costs and expenses incurred by such persons as a
result  of  any act, or omission to act, in connection  with  the
performance of such persons' duties, responsibilities

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and  obligations  under  the Plan, other than  such  liabilities,
costs  and expenses as may result from the negligence, bad faith,
willful misconduct or criminal acts of such persons.

     (e)   The Company will provide financial information to  the
Optionees  on  the  same  basis  as  the  Company  provides  such
information to its shareholders.

     (f)   The Committee's interpretation and construction of any
provisions  of  this Plan or any option granted under  this  Plan
shall  be final, conclusive and binding upon all Optionees, their
guardians,  legal representatives and beneficiaries, the  Company
and all other interested parties.

4.   NUMBER OF SHARES SUBJECT TO PLAN

     The  aggregate number of shares of Common Stock  subject  to
Options  which  may be granted under the Plan  shall  not  exceed
500,000 shares. The shares of Common Stock to be issued upon  the
exercise of Options may be authorized but unissued shares, shares
issued  and reacquired by the Company or shares purchased by  the
Company on the open market. If any Option granted hereunder shall
expire  or terminate for any reason without having been exercised
in  full,  the unpurchased shares subject thereto shall again  be
available for the purposes of the Plan.

5.   ELIGIBILITY AND PARTICIPATION

     (a)   Non-Qualified Options may be granted to any person who
has  a  Relationship with the Company or any of its Subsidiaries.
Incentive  Options may be granted to any Employee. The  Committee
shall determine the persons to who Options shall be granted,  the
time  or  times  at which such Options shall be granted  and  the
number  of shares to be subject to each Option. An Optionee  may,
if  he is otherwise eligible, be granted an additional Option  or
Options if the Committee shall so determine. An Employee  may  be
granted Incentive Options or Non-Qualified Options or both  under
the  Plan; provided, however, that the grant of Incentive Options
and  Non-Qualified Options to an Employee shall be the  grant  of
separate Options and each Incentive Option and each Non-Qualified
Option shall be specifically designated as such.

     (b)   In  no  event  shall the aggregate fair  market  value
(determined as of the time the Option is granted) of the   shares
with  respect to which Incentive Options (granted under the  Plan
or  any  other plans of the Company or any Subsidiary  or  Parent
Corporation of the Company) are exercisable for the first time by
an Optionee in any calendar year exceed $100,000.

     (c)   In  no  event shall the aggregate number of shares  of
Common  Stock with respect to which Options may be granted  to  a
single Optionee during the term of the Plan exceed 20 percent  of
the aggregate number of shares of Common Stock subject to Options
which may granted to all Optionees under the plan.

6.   PURCHASE PRICE

     The  purchase price of each share covered by each  Incentive
Option  shall not be less than 100% of the Fair Market Value  Per
Share  of  the Common Stock on the date the Incentive  Option  is
granted;  provided,  however, that if at the  time  an  Incentive
Option is granted the Optionee owns or would be considered to own
by  reasons  of Section 424(d) of the Code more that 10%  of  the
total  combined  voting  power of all classes  of  stock  of  the
Company  or any Subsidiary or Parent Corporation of the  Company,
the purchase price of the shares covered by such Incentive Option
shall not be less than 110% of the Fair Market Value Per Share of
the Common Stock on the date the Incentive Option is granted.

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7.   DURATION OF OPTIONS

     The  expiration date of the Option and all rights thereunder
shall  be  determined  by  the  Committee.   In  the   event  the
Committee  does not specify the expiration date of   the  Option,
the  expiration date shall be 10 years from the date on which the
Option  was  granted, and shall be subject to earlier termination
as  provided  herein; provided, however, that if at any  time  an
Incentive  option  is  granted the  Optionee  owns  or  would  be
considered  to own by reason of Section 424(d) of the  code  more
that  10%  of the total combined voting power of all  classes  of
stock  of  the  Company such Incentive Option shall  expire  five
years  from  the date the Incentive Option is granted unless  the
Committee selects an earlier date.

8.   EXERCISE OF OPTIONS

     (a)   An Option shall vest and become exercisable from  time
to  time  in  installments or otherwise in accordance  with  such
schedule  and  upon  such  other  terms  and  conditions  as  the
Committee  shall  in its discretion determine  at  the  time  the
Option is granted.  An Optionee may purchase less than the  total
number  of  shares for which the Option is exercisable,  provided
that a partial exercise of an Option may not be for less that 100
shares,  unless  the exercise is during the  final  year  of  the
Option,  and  shall  not  include any fractional  shares.   As  a
condition  to the exercise, in whole or in part, of  any  Option,
the Committee may in its sole discretion require the Optionee  to
pay,  in addition to the purchase price of the shares covered  by
the  Option, an amount equal to any federal, state or local taxes
that  the  Committee has determined are required to  be  paid  in
connection  with the exercise of such Option in order  to  enable
the  Company  to claim a deduction or otherwise. Furthermore,  if
any Optionee disposes of any shares of stock acquired by exercise
of  an Incentive Option prior to the expiration of either of  the
holding  periods specified in Section 422(a)(1) of the Code,  the
Optionee shall pay to the Company, or the Company shall have  the
right to withhold from any payment to be made to the Optionee, an
amount  equal  to  any  federal, state or local  taxes  that  the
Committee  has  determined are required to be paid in  connection
with  the exercise of such Option in order to enable the  Company
to claim a deduction.

     (b)   No  Option  will  be exercisable  (and  any  attempted
exercise  will  be deemed null and void) if such  exercise  would
create  a  right  of  recovery  for "short-swing  profits"  under
Section 16(b) of the Securities Exchange Act of 1934, as amended.
This  Section  8(b)  is intended to protect  persons  subject  to
Section 16(b) against inadvertent violations of Section 16(b) and
shall  not  apply with respect to any particular exercise  of  an
Option if expressly waived in writing by the Optionee at the time
of such exercise.

9.   METHOD OF EXERCISE

     (a)   To  the  extent that an Option has become exercisable,
the  Option may be exercised from time to time by giving  written
notice  to the Company stating the number of shares with  respect
to which the Option is being exercised, accompanied by payment in
full,  by cash or by certified or cashier's check payable to  the
order of the Company or the equivalent thereof acceptable to  the
Company,  of  the purchase price for the number of  shares  being
purchased  and, if applicable, any federal, state or local  taxes
required to be paid in accordance with the provisions of  Section
8(a)  hereof.  The Company shall issue a separate certificate  or
certificates  with  respect  to  each  Option  exercised  by   an
Optionee.

     (b)   In the Committee's discretion, payment of the purchase
price  for the shares with respect to which the Option  is  being
exercised  may be made in whole or in part with shares of  Common
Stock.   If  payment  is made with shares of  Common  Stock,  the
Optionee, or other person entitled to exercise the Option,  shall
deliver  to the Company certificates representing the  number  of
shares of Common Stock in payment for the shares being purchased,
duly  endorsed for transfer to the Company.  If requested by  the
Committee,  prior  to  the  acceptance of  such  certificates  in
payment for such shares, the Optionee, or any

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other  person entitled to exercise the Option, shall  supply  the
Committee with a representation and warranty in writing  that  he
has  good and marketable title to the shares represented  by  the
certificate(s), free and clear of all liens and encumbrances. The
value  of the shares of Common Stock tendered in payment for  the
shares being purchased shall be their Fair Market Value Per Share
on the date of the exercise.

     (c)   Notwithstanding the foregoing, the Company shall  have
the  right  to postpone the time of delivery of the   shares  for
such  period as may be required for it to comply, with reasonable
diligence,  with  any  applicable  listing  requirements  of  any
national securities exchange or any federal, state or local  law.
If  an  Optionee or other person entitled to exercise  an  Option
fails  to  accept  delivery of or fails to pay  for  all  or  any
portion  of  the shares requested in the notice of exercise  upon
tender of delivery thereof, the Committee shall have the right to
terminate his Option with respect to such shares.

10.  NON-TRANSFERABILITY OF OPTIONS

     No  Option  granted under the Plan shall  be  assignable  or
transferable by the Optionee, either voluntarily or by  operation
of  law,  otherwise  than  by will or the  laws  of  descent  and
distribution,  and  each Option shall be exercisable  during  the
Optionee's lifetime only by the Optionee.

11.  CONTINUANCE OF RELATIONSHIP

     Nothing contained in the Plan or in any Option granted under
the Plan shall confer upon any Optionee any right with respect to
the  continuation of his employment by or other Relationship with
the  Company,  or  interfere in any way with  the  right  of  the
Company  at  any  time  to  terminate such  employment  or  other
Relationship or to increase or decrease the compensation  of  the
Optionee  from the rate in existence at the time of the grant  of
an Option.

12.  TERMINATION OF RELATIONSHIP OTHER THAN BY DEATH OR PERMANENT
     DISABILITY
     
     Except as the Committee may otherwise determine at any  time
with  respect  to  any  particular Non-Qualified  Option  granted
hereunder:

     (a)   If  an Optionee ceases to have a Relationship for  any
reason  other than his death or Permanent Disability, any Options
granted  to  him shall terminate 90 days from the date  on  which
such Relationship terminates unless such Optionee has resumed  or
initiated  a  Relationship and has a Relationship on  such  date.
During  the  90 day period, the Optionee may exercise any  Option
granted to him but only to the extent such Option was exercisable
on  the date of termination of his Relationship and provided that
such  Option has not expired or otherwise terminated as  provided
herein.  A  leave of absence approved in writing by the Committee
shall not be deemed a termination of Relationship for purposes of
this  Section 12, but no Option may be exercised during any  such
leave of absence, except during the first 90 days thereof.

     (b)   For  purposes  hereof, termination of  an  Optionees's
Relationship for reasons other than death or Permanent Disability
shall  be deemed to take place upon the earliest to occur of  the
following:   (i)  the  date  of  the Optionee's  retirement  from
employment  under the normal retirement policies of the  Company;
(ii)  the date of the Optionee's retirement from employment  with
the  approval of the Committee because of disability  other  than
Permanent Disability; (iii) the date the Optionee receives notice
or   advice   that  his  employment  or  other  Relationship   is
terminated;  or (iv) the date the Optionee ceases to  render  the
services which he was employed, engaged or retained to render  to
the  Company  or any Subsidiary (absences for temporary  illness,
emergencies  and  vacations  or leaves  of  absence  approved  in
writing by

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the  Committee excepted).  The fact that the Optionee may receive
payment from the Company after termination for vacation pay,  for
services  rendered prior to termination, for salary  in  lieu  of
notice  or  for  other benefits shall not affect the  termination
date.

     (c)   Notwithstanding anything in the Plan to the  contrary,
no  Option  may  be exercised or claimed following an  Optionee's
termination of Relationship as a result of Termination for Cause,
and  no Option may be exercised or claimed while the Optionee  is
being investigated for a termination for Cause.

13.  DEATH OR PERMANENT DISABILITY OF OPTIONEE

     Except as the Committee may expressly determine otherwise at
any  time  with  respect to any particular  Non-Qualified  Option
granted hereunder, if an Optionee shall die at a time when he  is
in  a  Relationship  or if the Optionee shall  cease  to  have  a
Relationship  by  reason  of Permanent  Disability,  any  Options
granted  to  him shall terminate one year after the date  of  his
death  or termination of Relationship due to Permanent Disability
unless by its terms it shall expire before such date or otherwise
terminate  as  provided herein, and shall only be exercisable  to
the extent that it would have been exercisable on the date of his
death  or  his  termination  of  Relationship  due  to  Permanent
Disability.  In the case of death, the Option may be exercised by
the  person  or persons to whom the Optionee's rights  under  the
Option  shall  pass  by  will  or by  the  laws  of  descent  and
distribution.

14.  STOCK PURCHASE NOT FOR DISTRIBUTION

     Each  Optionee shall, by accepting the grant  of  an  Option
under  the  Plan,  represent  and  agree,  for  himself  and  his
transferees by will or the laws of descent and distribution, that
all shares of stock purchased upon exercise of the Option will be
received and held without a view to distribution except as may be
permitted  by  the  Securities Act of 1933, as amended,  and  the
rules  and regulations promulgated thereunder.  After each notice
of  exercise  of  any portion of an Option, if requested  by  the
Committee, the person entitled to exercise the Option shall agree
in  writing that the shares of stock are being acquired  in  good
faith without a view to distribution.

15.  PRIVILEGES OF STOCK OWNERSHIP

     No  person entitled to exercise any Option granted under the
Plan  shall have any of the rights or privileges of a shareholder
of  the  Company  with  respect to any  shares  of  Common  Stock
issuable  upon  exercise of such Option  until  such  person  has
become the holder of record of such shares.  No adjustment  shall
be  made  for dividends or distributions of rights in respect  of
such shares if the record date is prior to the date on which such
person  becomes  the  holder of record,  except  as  provided  in
Section 16 hereof.

16.  ADJUSTMENTS

     (a)  If the number of outstanding shares of Common Stock  is
increased  or  decreased, or if such shares are exchanged  for  a
different  number or kind of shares or securities of the  Company
through       reorganization,      merger,      recapitalization,
reclassification,  stock dividend, stock  split,  combination  of
shares  or  other  similar transaction, the aggregate  number  of
shares of Common Stock subject to the Plan as provided in Section
4  hereof,  the  share  of Common Stock  subject  to  issued  and
outstanding  Option  under the Plan and the aggregate  number  of
shares  of  Common  Stock with respect to which  Options  may  be
granted  to a single Optionee as provided in Section 5(c)  hereof
shall  be  appropriately  and  proportionately  adjusted  by  the
Committee.  Any such adjustment in the outstanding Options  shall
be made without change in the aggregate purchase price applicable
to  the unexercised portion of the Option but with an appropriate
adjustment  in  the  price for each share or other  unit  of  any
security covered by the

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Option. No adjustment shall be made on account of any transaction
or  event  not  specifically set forth  in  this  Section  16(a),
including, without limitation, the issuance of Common  Stock  for
consideration.

     (b)   Notwithstanding the provision of Section  16(a),  upon
the  dissolution  or  liquidation of  the  Company  or  upon  any
reorganization,  merger  or  consolidation  with  one   or   more
corporations  as  a  result  of which  the  Company  is  not  the
surviving corporation, or upon a sale of all or substantially all
of  the  assets of the Company to another corporation or  entity,
the  Committee  may  take such action,  if  any,  as  it  in  its
discretion  may  deem appropriate to accelerate the  time  within
which  and  the  extent  to which Options may  be  exercised,  to
terminate  Options at or prior to the date of any such event,  or
to   provide   for  the  assumption  of  Options  by   surviving,
consolidated, successor or transferee corporations.

     (c)   Adjustments under this Section 16 shall be made by the
Committee, whose determination as to which adjustments  shall  be
made,  and  the  extent  thereof, shall  be  final,  binding  and
conclusive.  No fractional shares of stock shall be issued  under
the Plan or in connection with any such adjustment.

17.  CHANGE OF CONTROL

     Notwithstanding any other section this Plan, in the event of
a  change  of  control, all share restrictions on all  Restricted
Shares  will  lapse and vesting on all unexercised stock  options
will  accelerate to the change of control date.  For purposes  of
this  plan, a "Change of Control" of the Company shall be  deemed
to  have occurred at such time as (a) any "person" (as that  term
is used in Section 13(d) and 14(d) of the Securities Exchange Act
of   1934,  as  amended),  other  than  Richard  Huson,  or   his
affiliates,  or  an employee benefit plan of the Company  becomes
the  "beneficial  owner"  (as defined in  Rule  13d-3  under  the
Securities  Exchange  Act  of  1934,  as  amended),  directly  or
indirectly, of securities of Rio representing 25.0%  or  more  of
the combined voting power of the Company's outstanding securities
ordinarily having the right to vote at the election of directors;
or  (b)  individuals who constitute the Board on the date  hereof
(the  "Incumbent  Board") cease for any reason to  constitute  at
least  a  majority thereof; or (c) the approval by the  Company's
shareholders  of the merger or consolidation of the Company  with
any  other corporation or business organization, the sale of  all
or   substantially  all  the  assets  of  the  Company,  or   the
liquidation  or  dissolution  of the  Company;  or  (d)  a  proxy
statement is distributed soliciting proxies from the shareholders
of  the  Company  seeking  shareholder  approval  of  a  plan  of
reorganization, merger or consolidation of the Company  with  one
or  more corporations as a result of which the outstanding shares
of  the  Company's  securities  are  actually  exchanged  for  or
converted into cash or property or securities not issued  by  the
Company;  or (e) at least a majority of the Incumbent  Board  who
are  in  office  immediately prior to any action proposed  to  be
taken  by  the  Company determine that such proposed  action,  if
taken,  would constitute a change of control of the  Company  and
such action is taken.

18.  TAX WITHHOLDING

     The  Company shall have the right to deduct or withhold from
al  payments  or distributions amounts sufficient  to  cover  any
federal,  state or local taxes required by law to be withheld  or
paid with respect to such payments of distributions.  In the case
of  non-qualified options, the Company may require that  required
withholding taxes be paid to the Company at the time  the  option
is  exercised.   The Company may also permit any withholding  tax
obligations  incurred  by reason of the  exercise  of  any  stock
option  to  be  satisfied  by  withholding  shares  (that   would
otherwise  be obtained upon such exercise) having a  fair  market
value  equal  to the aggregate amount of taxes which  are  to  be
withheld.  In the case of persons subject to Section 16(b),  such
withholding shall be on terms consistent with Rule 16b-3.

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19.  AMENDMENT AND TERMINATION OF PLAN

     (a)   The Board may from time to time, with respect  to  any
shares  at  the time not subject to Options, suspend or terminate
the  Plan or amend or revise the terms of the Plan; provided that
any  amendment to the Plan shall be approved by a majority of the
shares  present and voting at either an annual or special meeting
called  for  such purpose, if the amendment would (i)  materially
increase  the benefits accruing to participants under  the  Plan,
(ii)  increase the number of shares of Common Stock which may  be
issued  under the Plan, except as permitted under the  provisions
of Section 16 hereof, or (iii) materially modify the requirements
as to eligibility for participation in the Plan.

     (b)   No  amendment, suspension or termination of the   Plan
shall, without the consent of the Optionee, alter or impair in  a
manner adverse to the Optionee any right or obligation under  any
Option theretofore granted to such Optionee.

     (c)   The terms and conditions of any Option granted  to  an
Optionee  may be modified or amended only by a written  agreement
executed by the Optionee and the Company; provided, however, that
if  any  amendment or modification of an Incentive  Option  would
constitute  a  "modification, extension or  renewal"  within  the
meaning  of Section 424(h) of the Code, such amendment  shall  be
null and void unless the amendment contains an acknowledgment  by
the  parties  substantially in the following form:  "The  parties
hereto  recognize  and  agree that this amendment  constitutes  a
modification, renewal or extension within the meaning of  Section
424(h)    of    the    Code,   of   the   option    granted    on
___________________."

20.  EFFECTIVE DATE OF PLAN

     The  Plan shall become effective upon adoption by the  Board
and  approval  by the Company's shareholders; provided,  however,
that prior to approval of the Plan by the Company's shareholders,
but after adoption by the Board, Options may be granted under the
Plan  subject  to  obtaining the shareholders'  approval  of  the
adoption   of   the   Plan.    Notwithstanding   the   foregoing,
shareholders' approval must occur no later than 12  months  after
the  date  of  adoption of the Plan by the Board.   The  date  of
original adoption of the Plan by the Board was January 5, 1999.

21.  TERM OF PLAN

     No  option  shall be granted pursuant to the Plan  after  10
years from the earlier of the date of adoption of the Plan by the
Board  or  the  date  of approval of the Plan  by  the  Company's
shareholders.

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