EXHIBIT 4.8


                           BENCHMARK ELECTRONICS, INC.
                             2000 STOCK AWARDS PLAN


                                   I. PURPOSE

      The purpose of Benchmark Electronics, Inc. 2000 Stock Awards Plan (the
"PLAN") is to provide a means through which Benchmark Electronics, Inc., a Texas
corporation (the "COMPANY"), and its subsidiaries may (i) attract and retain in
the service of the Company persons of training, experience and ability, (ii)
encourage a sense of proprietorship in such persons through stock ownership, and
(iii) stimulate such persons to exert their maximum efforts for the welfare of
the Company through the additional incentive and reward opportunities provided
by the Plan. Accordingly, the Plan provides for granting Incentive Stock
Options, options which do not constitute Incentive Stock Options, Stock
Appreciation Rights, Restricted Stock Awards, Performance Awards, Phantom Stock
Awards, or any combination of the foregoing, as is best suited to the
circumstances of the particular Eligible Participant, as provided herein.

                                 II. DEFINITIONS

      The following definitions shall be applicable throughout the Plan unless
specifically modified by any paragraph:

      (a)   "AFFILIATE" means any "parent corporation" of the Company and any
"subsidiary" of the Company within the meaning of Code Sections 424(e) and (f),
respectively, and any entity which directly or indirectly through one or more
intermediaries controls, is controlled by, or is under common control with the
Company.

      (b)   "AWARD" means, individually or collectively, any Option, Restricted
Stock Award, Phantom Stock Award, Performance Award or Stock Appreciation Right.

      (c)   "BOARD" means the Board of Directors of the Company.

      (d)   "CHANGE OF CONTROL" means the occurrence of any of the following
events: (i) the acquisition by any person or group of persons (as such terms are
defined and used in Sections 3(a)(9) and 14(d)(2), respectively, of the 1934
Act) of beneficial ownership (as defined in Rule 13d-3 issued under the 1934
Act), directly or indirectly, of securities representing more than fifty percent
(50%) of the combined voting power of the then outstanding voting securities of
the Company entitled to vote generally in the election of directors ("VOTING
SECURITIES"), or (ii) individuals who constitute the Board of the Company on the
date of this Plan ("INCUMBENT BOARD") cease for any reason to constitute at
least a majority of that Board, provided that any person becoming a director
subsequent to the date of this Plan whose election or whose nomination for
election by the Company's shareholders was approved by a majority vote of the
directors comprising the Incumbent Board shall be, for purposes of this Plan,
considered as though he or she were a member of the Incumbent Board; or (iii) a
recapitalization, reorganization, merger, or consolidation with respect to which
those persons (as defined above) who were beneficial owners of the Voting
Securities of the Company

                                   EX 4.8 - 1
<PAGE>
immediately prior to such recapitalization, reorganization, merger, or
consolidation do not, following such recapitalization, reorganization, merger,
or consolidation, beneficially own, directly or indirectly, shares representing
more than fifty percent (50%) of the combined voting power of the Voting
Securities of the Company resulting from such recapitalization, reorganization,
merger, or consolidation; or (iv) a sale of all or substantially all the assets
of the Company.

      (e)   "CHANGE OF CONTROL VALUE" shall mean (i) the highest price per share
paid by any person or group of persons who acquires beneficial ownership of
securities representing more than fifty percent (50%) of the Voting Securities,
(ii) the per share price offered to shareholders of the Company in any merger,
consolidation, recapitalization, reorganization, sale of assets or dissolution
transaction resulting in a Change of Control, (iii) the price per share offered
to shareholders of the Company in any tender offer or exchange offer resulting
in a Change of Control, or (iv) if a Change of Control occurs other than in
(i)-(iii) above, the Fair Market Value per share of the shares into which Awards
are exercisable, as determined by the Committee, whichever is applicable. In the
event that the consideration offered to shareholders of the Company consists of
anything other than cash, the Committee shall determine the equivalent fair
value in cash of the portion of the consideration offered which is other than
cash.

      (f)   "CODE" means the Internal Revenue Code of 1986, as amended.
Reference in the Plan to any section of the Code shall be deemed to include any
amendments or successor provisions to any section and any regulations under such
section.

      (g)   "COMMITTEE" means the Compensation Committee of the Board, or
another committee of the Board designated by the Board after the date of
adoption of the Plan, which in either case shall be constituted solely of (i)
"non-employee directors" within the meaning of Rule 16b-3 and applicable
interpretive authority thereunder, and (ii) "outside directors" within the
meaning of Section 162(m) of the Code and applicable interpretive authority
thereunder.

      (h)   "COMPANY" means Benchmark Electronics, Inc. and any of its
Affiliates.

      (i)   A "CONSULTANT" means an individual who performs services for the
Company or its Affiliates as an independent contractor.

      (j)   "DIRECTOR" means an individual elected to the Board by the
shareholders of the Company or by the Board under applicable corporate law who
is serving on the Board on the date the Plan is adopted by the Board or is
elected to the Board after such date.

      (k)   An "EMPLOYEE" means any person (including an officer or a Director)
in an employment relationship with the Company or any parent or subsidiary
corporation (as defined in section 424 of the Code).

      (l)   An "ELIGIBLE PARTICIPANT" means any (i) officer or employee of the
Company or any Affiliate of the Company, including a Director of the Company, or
a director of any Affiliate of the Company, who is also an employee, and (ii)
consultant to the Company or any Affiliate of the Company.

                                   EX 4.8 - 2
<PAGE>
      (m)   "1934 ACT" means the Securities Exchange Act of 1934, as amended.

      (n)   "FAIR MARKET VALUE" means, as of any specified date, the closing
sale price of the Stock (i) reported by any interdealer quotation system on
which the Stock is quoted on that date, or (ii) if the Stock is listed on a
national securities exchange, reported on the national securities exchange
composite tape on that date; or, in either case, if no prices are reported on
that date, on the last preceding date on which such prices of the Stock are so
reported. If the Stock is traded in the over the counter market at the time a
determination of its fair market value is required to be made hereunder, its
fair market value shall be deemed to be equal to (i) the closing sale price of
the Stock on that date, if such price is available, or (ii) if such price is not
available, the average between the reported high and low bid prices of Stock on
the most recent date for which such information is available. In the event Stock
is not publicly traded at the time a determination of its value is required to
be made hereunder, the determination of its fair market value shall be made by
the Committee in such manner as it deems appropriate.

      (o)   "FORFEITURE RESTRICTIONS" has the meaning ascribed to it in
Paragraph IX(b) hereof.

      (p)   "HOLDER" means an Eligible Participant who has been granted an
Award.

      (q)   "INCENTIVE STOCK OPTION" means an option that is designated as an
incentive stock option within the meaning of section 422(b) of the Code.

      (r)   "INCUMBENT BOARD" has the meaning ascribed to it in Paragraph II(d)
hereof.

      (s)   "NONQUALIFIED STOCK OPTION" means an option granted under Paragraph
VII of the Plan to purchase Stock which does not constitute an Incentive Stock
Option.

      (t)   "OPTION" means an Award granted under Paragraph VII of the Plan and
includes both Incentive Stock Options to purchase Stock and Nonqualified Stock
Options to purchase Stock.

      (u)   "OPTION AGREEMENT" means a written agreement between the Company and
a Holder with respect to an Option.

      (v)   "PERFORMANCE AWARD" means an Award granted under Paragraph X of the
Plan.

      (w)   "PERFORMANCE AWARD AGREEMENT" means a written agreement between the
Company and a Holder with respect to a Performance Award.

      (x)   "PERFORMANCE MEASURES" has the meaning ascribed to it in Paragraph
IX(b) of the Plan.

      (y)   "PHANTOM STOCK AWARD" means an Award granted under Paragraph XI of
the Plan.

      (z)   "PHANTOM STOCK AWARD AGREEMENT" means a written agreement between
the Company and a Holder with respect to a Phantom Stock Award.

                                   EX 4.8 - 3
<PAGE>
      (aa)  "PLAN" means the Benchmark Electronics, Inc. 2000 Stock Awards Plan,
as it may be amended from time to time.

      (bb)  "RESTRICTED STOCK AGREEMENT" means a written agreement between the
Company and a Holder with respect to a Restricted Stock Award.

      (cc)  "RESTRICTED STOCK AWARD" means an Award granted under Paragraph IX
of the Plan.

      (dd)  "RULE 16B-3" means Rule 16b-3 promulgated by the Securities and
Exchange Commission under the 1934 Act as in effect on the date the Plan is
adopted by the Board, as such rule may thereafter be amended from time to time,
and any successor rule, regulation or statute fulfilling the same or a similar
function.

      (ee)  "SPREAD" means, in the case of a Stock Appreciation Right, an amount
equal to the excess, if any, of the Fair Market Value of a share of Stock on the
date such right is exercised over the exercise price of such Stock Appreciation
Right.

      (ff)  "STOCK" means the common stock, $.10 par value of the Company, as
constituted on the date of the adoption of the Plan and any capital stock into
which such common stock may thereafter be changed.

      (gg)  "STOCK APPRECIATION RIGHT" means an Award granted under Paragraph
VIII of the Plan.

      (hh)  "STOCK APPRECIATION RIGHTS AGREEMENT" means a written agreement
between the Company and a Holder with respect to an Award of Stock Appreciation
Rights.

      (ii)  "VOTING SECURITIES" has the meaning ascribed to it in Paragraph
II(d) hereof.


                   III EFFECTIVE DATE AND DURATION OF THE PLAN

      The Plan shall be effective upon the date of its adoption by the Board,
provided that the Plan is approved by the shareholders of the Company within
twelve months thereafter. No further Awards may be granted under the Plan after
the expiration of ten years from the date of its adoption by the Board. The Plan
shall remain in effect until all Awards granted under the Plan have been
satisfied or expired.

                                IV ADMINISTRATION

      (a)   COMMITTEE. The Plan shall be administered by the Committee.

                                   EX 4.8 - 4
<PAGE>
      (b)   POWERS. Subject to the provisions of the Plan, the Committee shall
have sole authority, in its discretion, to determine which Eligible Participants
shall receive an Award; the time or times when such Award shall be made; whether
an Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right,
Restricted Stock Award, Performance Award or Phantom Stock Award shall be
granted; the number of shares of Stock which may be issued under each Option,
Stock Appreciation Right or Restricted Stock Award; and the value of each
Performance Award and Phantom Stock Award. In making such determinations the
Committee may take into account the nature of the services rendered by the
respective Eligible Participants, their present and potential contributions to
the Company's success and such other factors as the Committee in its discretion
shall deem relevant.

      (c)   ADDITIONAL POWERS. The Committee shall have such additional powers
as are delegated to it by the other provisions of the Plan. Subject to the
express provisions of the Plan, the Committee is authorized to construe the Plan
and the respective agreements executed thereunder, to prescribe such rules and
regulations relating to the Plan as it may deem advisable to carry out the Plan,
and to determine the terms, restrictions and provisions of each Award, including
such terms, restrictions and provisions as shall be requisite in the judgment of
the Committee to cause designated Options to qualify as Incentive Stock Options,
and to make all other determinations necessary or advisable for administering
the Plan. The Committee may correct any defect or supply any omission or
reconcile any inconsistency in any agreement relating to an Award in the manner
and to the extent it shall deem expedient to carry it into effect. The
determinations of the Committee on the matters referred to in this Paragraph IV
shall be conclusive.

                  V GRANT OF AWARDS; SHARES SUBJECT TO THE PLAN

      (a)   GRANT OF AWARDS. The Committee may from time to time grant Awards to
one or more Eligible Participants determined by it to be eligible for
participation in the Plan in accordance with the provisions of Paragraph VI.

      (b)   SHARES SUBJECT TO PLAN. Subject to Paragraph XII, the aggregate
number of shares of Stock that may be issued under the Plan upon the exercise or
satisfaction of an Award shall not exceed 2,000,000 shares. The 2,000,000 shares
of Stock subject to the Plan may be apportioned by the Committee among the
various types of Awards as the Committee shall determine in its sole discretion.
While an Award of one type is outstanding, the number of shares of Stock subject
to such Award shall not be available for grant under another Award of the same
or any other type. Shares of Stock shall be deemed to have been issued under the
Plan only to the extent actually issued and delivered pursuant to an Award. To
the extent that an Award lapses or the rights of its Holder terminate or the
Award is paid in cash, any shares of Stock subject to such Award shall again be
available for the grant of an Award. Separate stock certificates shall be issued
by the Company for those shares acquired pursuant the exercise of an Incentive
Stock Option and for those shares acquired pursuant to the exercise of a
Nonqualified Stock Option.

      (c)   STOCK OFFERED. The shares of Stock to be offered pursuant to the
grant of an Award may be authorized and unissued shares of Stock, or Stock
previously issued which has been acquired by the Company.

                                   EX 4.8 - 5
<PAGE>
                               VI   ELIGIBILITY

      Awards may be granted only to persons who, at the time of grant, are
Eligible Participants. An Award may be granted on more than one occasion to the
same person, and, subject to the limitations set forth in the Plan, such Award
may include an Incentive Stock Option or a Nonqualified Stock Option, a Stock
Appreciation Right, a Restricted Stock Award, a Performance Award, a Phantom
Stock Award or any combination thereof.

                                VII STOCK OPTIONS

      (a)   OPTION PERIOD. Subject to the limitations contained in Paragraph
VII(c), the term of each Option shall be as specified by the Committee at the
date of grant.

      (b)   LIMITATIONS ON EXERCISE OF OPTION. An Option shall be exercisable in
whole or in such installments and at such times as may be determined by the
Committee.

      (c)   SPECIAL LIMITATIONS ON INCENTIVE STOCK OPTIONS. No more than
2,000,000 shares of Stock may be subject to Incentive Stock Options. Incentive
Stock Options may only be granted to employees of the Company and its
Affiliates, and the term of an Incentive Stock Option cannot exceed ten years
from the date of grant. To the extent that the aggregate Fair Market Value
(determined at the time the respective Incentive Stock Option is granted) of
Stock with respect to which Incentive Stock Options are exercisable for the
first time by an individual during any calendar year under all incentive stock
option plans of the Company and its parent and subsidiary corporations exceeds
$100,000, such Incentive Stock Options shall be treated as Nonqualified Stock
Options as determined by the Committee. The Committee shall determine, in
accordance with applicable provisions of the Code, Treasury Regulations and
other administrative pronouncements, which of an optionee's Incentive Stock
Options will not constitute Incentive Stock Options because of such limitation
and shall notify the optionee of such determination as soon as practicable after
such determination. No Incentive Stock Option shall be granted to an individual
if, at the time the Option is granted, such individual 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, within the
meaning of section 422(b)(6) of the Code, unless (i) at the time such Option is
granted the option price is at least one hundred ten percent (110%) of the Fair
Market Value of the Stock subject to the Option and (ii) such Option by its
terms is not exercisable after the expiration of five years from the date of
grant.

      (d)   OPTION AGREEMENT. Each Option shall be evidenced by a written Option
Agreement in such form and containing such provisions not inconsistent with the
provisions of the Plan as the Committee from time to time shall approve,
including, without limitation, provisions to qualify an Incentive Stock Option
under section 422 of the Code. No individual may be granted in any calendar year
an Option to purchase more than 2,000,000 shares of Stock. An Option Agreement
may provide for the payment of the option price, in whole or in part, by the
delivery of a number of shares of Stock (plus cash if necessary) having a Fair
Market Value equal to such option price. Payment in full or in part may also be
made by a reduction in the number of shares of Stock issuable upon the exercise
of an Option, based on the Fair Market Value of the shares of Stock on the date
the Option is exercised. Each Option Agreement shall specify the effect of
termination of employment, or the

                                   EX 4.8 - 6
<PAGE>
cessation of performing services as a consultant to the Company, on the
exercisability of the Option, as the case may be. Moreover, an Option Agreement
may provide for a "cashless exercise" of the Option by establishing procedures
whereby the Holder, by a properly executed written notice, directs (i) an
immediate market sale or margin loan respecting all or a part of the shares of
Stock to which he is entitled upon exercise pursuant to an extension of credit
by the Company to the Holder of the option price, (ii) the delivery of the
shares of Stock from the Company directly to a brokerage firm and (iii) the
delivery of the option price from the sale or margin loan proceeds from the
brokerage firm directly to the Company. Such Option Agreement may also include,
without limitation, provisions relating to (i) vesting of Options, subject to
the provisions hereof accelerating such vesting on a Change of Control, (ii) tax
matters (including provisions (y) permitting the delivery of additional shares
of Stock or the withholding of shares of Stock from those acquired upon exercise
to satisfy federal or state income tax withholding requirements and (z) dealing
with any other applicable employee wage withholding requirements), and (iii) any
other matters not inconsistent with the terms and provisions of this Plan that
the Committee shall in its sole discretion determine. The terms and conditions
of the respective Option Agreements need not be identical.

      (e)   OPTION PRICE AND PAYMENT. The price at which a share of Stock may be
purchased upon exercise of an Option shall be determined by the Committee, but
(i) such purchase price shall not be less than the Fair Market Value of Stock
subject to an Option on the date the Option is granted and (ii) such purchase
price shall be subject to adjustment as provided herein. The Option or portion
thereof may be exercised by delivery of an irrevocable notice of exercise to the
Company. The purchase price of the Option or portion thereof shall be paid in
full in the manner prescribed by the Committee.

      (f)   SHAREHOLDER RIGHTS AND PRIVILEGES. The Holder shall be entitled to
all the privileges and rights of a shareholder only with respect to such shares
of Stock as have been purchased under the Option and for which certificates of
stock have been registered in the Holder's name.

      (g)   OPTIONS AND RIGHTS IN SUBSTITUTION FOR STOCK OPTIONS GRANTED BY
OTHER Entities. Options and Stock Appreciation Rights may be granted under the
Plan from time to time in substitution for stock options held by individuals
employed by other entities who become employees as a result of a merger or
consolidation of the employing entity with the Company or any subsidiary, or the
acquisition by the Company or a subsidiary of the assets of the employing
entity, or the acquisition by the Company or a subsidiary of stock or other
equity interests of the employing entity with the result that such employing
entity becomes a subsidiary of the Company.

                                   EX 4.8 - 7
<PAGE>
                         VIII STOCK APPRECIATION RIGHTS

      (a)   STOCK APPRECIATION RIGHTS. A Stock Appreciation Right is the right
to receive an amount equal to the Spread with respect to a share of Stock upon
the exercise of such Stock Appreciation Right. Stock Appreciation Rights may be
granted in connection with the grant of an Option, in which case the Option
Agreement will provide that exercise of Stock Appreciation Rights will result in
the surrender of the right to purchase the shares under the Option as to which
the Stock Appreciation Rights were exercised. Alternatively, Stock Appreciation
Rights may be granted independently of Options, in which case each Award of
Stock Appreciation Rights shall be evidenced by a Stock Appreciation Rights
Agreement which shall contain such terms and conditions as may be approved by
the Committee. No individual may be granted in any calendar year Stock
Appreciation Rights with respect to more than 2,000,000 shares of Stock. The
Spread with respect to a Stock Appreciation Right may be payable either in cash,
shares of Stock with a Fair Market Value equal to the Spread or in a combination
of cash and shares of Stock. Each Stock Appreciation Rights Agreement shall
specify the effect of termination of employment, the cessation of serving on the
Board or the cessation of performing services as a consultant to the Company on
the exercisability of the Stock Appreciation Rights.

      (b)   OTHER TERMS AND CONDITIONS. At the time of such Award, the Committee
may in its sole discretion prescribe additional terms, conditions or
restrictions relating to Stock Appreciation Rights, including, but not limited
to rules pertaining to termination of employment or the cessation of performing
services as a consultant to the Company (by retirement, disability, death or
otherwise) of a Holder prior to the expiration of such Stock Appreciation
Rights. Such additional terms, conditions or restrictions shall be set forth in
the Stock Appreciation Rights Agreement made in conjunction with the Award. Such
Stock Appreciation Rights Agreements may also include, without limitation,
provisions relating to (i) vesting of Awards, subject to the provisions hereof
accelerating vesting on a Change of Control, (ii) tax matters (includinG
provisions covering applicable wage withholding requirements), and (iii) any
other matters not inconsistent with the terms and provisions of this Plan that
the Committee shall in its sole discretion determine. The terms and conditions
of the respective Stock Appreciation Rights Agreements need not be identical.

      (c)   EXERCISE PRICE. The exercise price of each Stock Appreciation Right
shall be determined by the Committee, but such exercise price (i) shall not be
less than the Fair Market Value of a share of Stock on the date the Stock
Appreciation Right is granted (or such greater exercise price as may be required
if such Stock Appreciation Right is granted in connection with an Incentive
Stock Option that must have an exercise price equal to one hundred ten percent
(110%) of the Fair Market Value of the Stock on the date of grant pursuant to
Paragraph VII(c)), and (ii) shall be subject to adjustment as provided in
Paragraph XII.

      (d)   EXERCISE PERIOD. The term of each Stock Appreciation Right shall be
as specified by the Committee at the date of grant.

      (e)   LIMITATIONS ON EXERCISE OF STOCK APPRECIATION RIGHT. A Stock
Appreciation Right shall be exercisable in whole or in such installments and at
such times as determined by the Committee.

                                   EX 4.8 - 8
<PAGE>
                           IX RESTRICTED STOCK AWARDS

      (a)   RESTRICTED STOCK AWARDS. A Restricted Stock Award shall be
represented by a certificate of Stock registered in the name of the Holder of
such Restricted Stock Award and the related Restricted Stock Agreement. The
Holder shall have the right to receive dividends with respect to Stock subject
to a Restricted Stock Award, to vote the shares of Stock subject thereto and to
enjoy all other shareholder rights, except that (i) the Holder shall not be
entitled to delivery of the certificate representing the shares of Stock until
the Forfeiture Restrictions shall have expired, (ii) the Company shall retain
custody of the certificate representing the Stock until the Forfeiture
Restrictions shall have expired, (iii) the Holder may not sell, transfer,
pledge, exchange, hypothecate or otherwise dispose of the Stock until the
Forfeiture Restrictions have expired, and (iv) a breach of the terms and
conditions established by the Committee pursuant to the Restricted Stock
Agreement shall cause a forfeiture of the Restricted Stock Award.

      (b)   FORFEITURE RESTRICTIONS TO BE ESTABLISHED BY THE COMMITTEE. Shares
of Stock that are the subject of a Restricted Stock Award shall be subject to
restrictions on disposition by the Holder and an obligation of the Holder to
forfeit and surrender the shares to the Company under certain circumstances (the
"FORFEITURE RESTRICTIONS"). The Forfeiture Restrictions shall be determined by
the Committee in its sole discretion, and the Committee may provide that the
Forfeiture Restrictions shall lapse upon (i) the attainment of targets
established by the Committee that are based on (1) the price of a share of
Stock, (2) the Company's earnings per share, (3) the revenue of the Company or
an Affiliate designated by the Committee, (4) the revenue of a business unit of
the Company or an Affiliate designated by the Committee, (5) the return on
shareholders' equity achieved by the Company or an Affiliate designated by the
Committee, or (6) the pre-tax cash flow from operations of the Company or an
Affiliate designated by the Committee (the matters listed in the preceding items
(1) through (6) shall hereinafter be referred to as "PERFORMANCE MEASURES"),
(ii) the Holder's continued service or employment with the Company or an
Affiliate for a specified period of time, or (iii) a combination of any two or
more of the factors listed in clauses (i) and (ii) of this sentence. Each
Restricted Stock Award may have different Forfeiture Restrictions, in the
discretion of the Committee. The Forfeiture Restrictions applicable to a
particular Restricted Stock Award shall not be changed except as permitted by
Paragraph XII.

      (c)   OTHER TERMS AND CONDITIONS. No individual may be awarded more than
2,000,000 shares of Stock that are subject to a Restricted Stock Award in any
calendar year. Stock awarded pursuant to a Restricted Stock Award shall be
represented by a stock certificate registered in the name of the Holder of such
Restricted Stock Award. The Holder shall have the right to receive dividends
with respect to Stock subject to a Restricted Stock Award, to vote Stock subject
thereto and to enjoy all other shareholder rights, except that (i) the Holder
shall not be entitled to delivery of the stock certificate until the Forfeiture
Restrictions shall have expired, (ii) the Company shall retain custody of the
Stock until the Forfeiture Restrictions shall have expired, (iii) the Holder may
not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the
Stock until the Forfeiture Restrictions shall have expired, and (iv) a breach of
the terms and conditions established by the Committee pursuant to the Restricted
Stock Agreement, shall cause a forfeiture of the Restricted Stock Award. At the
time of such Award, the Committee may in its sole discretion, prescribe
additional terms, conditions or restrictions relating to Restricted Stock
Awards, including, but not limited to, rules pertaining to the termination of
employment or the cessation of performing services

                                   EX 4.8 - 9
<PAGE>
as a consultant to the Company (by retirement, disability, death or otherwise)
of a Holder prior to expiration of the Forfeiture Restrictions. Such additional
terms, conditions or restrictions shall be set forth in a Restricted Stock
Agreement made in conjunction with the Award. Such Restricted Stock Agreement
may also include, without limitation, provisions relating to (i) subject to the
provisions hereof accelerating vesting on a Change of Control, vesting of
Awards, (ii) tax matters (including provisions (y) covering any applicable
employee wage withholding requirements and (z) prohibiting an election by the
Holder under section 83(b) of the Code), and (iii) any other matters not
inconsistent with the terms and provisions of this Plan that the Committee shall
in its sole discretion determine.

      (d)   PAYMENT FOR RESTRICTED STOCK. The Committee shall determine the
amount and form of any payment for Stock received pursuant to a Restricted Stock
Award, provided that in the absence of such a determination, a Holder shall not
be required to make any payment for Stock received pursuant to a Restricted
Stock Award, except to the extent otherwise required by law.

      (e)   AGREEMENTS. At the time any Award is made under this Paragraph IX,
the Company and the Holder shall enter into a Restricted Stock Agreement setting
forth each of the matters as the Committee may determine to be appropriate. The
terms and provisions of the respective Restricted Stock Agreements need not be
identical.

                              X PERFORMANCE AWARDS

      (a)   PERFORMANCE PERIOD. The Committee shall establish, with respect to
and at the time of each Performance Award, a performance period over which the
performance of the Holder shall be measured.

      (b)   PERFORMANCE AWARDS. Each Performance Award shall have a maximum
value established by the Committee at the time of such Award, provided that no
individual may be granted a Performance Award in any calendar year where the
value of such award exceeds the Fair Market Value of 2,000,000 shares of Stock.

      (c)   PERFORMANCE MEASURES. A Performance Award shall be awarded to an
Eligible Participant contingent upon future performance of the Eligible
Participant, the Company, any Affiliate of the Company, or any subsidiary,
division, department or business unit thereof by or in which the Eligible
Participant is employed or for which the Eligible Participant performs services
during the performance period. The Committee shall establish the Performance
Measures applicable to such performance prior to the beginning of the
performance period but subject to such later revisions as the Committee shall
deem appropriate to reflect significant, unforeseen events or changes.

      (d)   AWARDS CRITERIA. In determining the value of Performance Awards, the
Committee shall take into account an Eligible Participant's responsibility
level, performance, potential, other Awards and such other considerations as it
deems appropriate.

      (e)   PAYMENT. Following the end of the performance period, the Holder of
a Performance Award shall be entitled to receive payment of an amount, not
exceeding the maximum value of the

                                  EX 4.8 - 10
<PAGE>
Performance Award, based on the achievement of the Performance Measures for such
performance period, as determined by the Committee. Payment of a Performance
Award may be made in cash, Stock or a combination thereof, as determined by the
Committee. Payment shall be made in a lump sum or in installments as prescribed
by the Committee. Any payment to be made in Stock shall be based on the Fair
Market Value of the Stock on the payment date. If a payment of cash is to be
made on a deferred basis, the Committee shall establish whether interest shall
be credited, the rate thereof and any other terms and conditions applicable
thereto.

      (f)   TERMINATION OR CESSATION OF EMPLOYMENT OR OTHER SERVICE . A
Performance Award shall terminate if the Holder does not remain continuously in
the employ or other service of the Company at all times during the applicable
performance period, except as may be determined by the Committee or as may
otherwise be provided in the Award at the time granted.

      (g)   AGREEMENTS. At the time any Award is made under this Paragraph X,
the Company and the Holder shall enter into a Performance Award Agreement
setting forth each of the matters contemplated hereby, and, in addition such
Performance Measures as the Committee may determine to be appropriate. The terms
and provisions of the respective agreements need not be identical.

                             XI PHANTOM STOCK AWARDS

      (a)   PHANTOM STOCK AWARDS. Phantom Stock Awards are rights to receive
shares of Stock (or cash in an amount equal to the Fair Market Value thereof),
or rights to receive an amount equal to any appreciation in the Fair Market
Value of Stock (or portion thereof) over a specified period of time, which vest
over a period of time or upon the occurrence of an event as established by the
Committee, without payment of any amounts by the Holder thereof (except to the
extent otherwise required by law) or satisfaction of any Performance Measure.
Each Phantom Stock Award shall have a maximum value established by the Committee
at the time of such Award, provided that no individual may be granted a Phantom
Stock Award in any calendar year for more than 2,000,000 shares of Stock.

      (b)   AWARD PERIOD. Subject to the provisions hereof accelerating vesting
on a Change of Control, the Committee shall establish, with respect to and at
the time of each Phantom Stock Award, a period over which or the event upon
which the Award shall vest with respect to the Holder.

      (c)   AWARDS CRITERIA. In determining the value of Phantom Stock Awards,
the Committee shall take into account an Eligible Participant's responsibility
level, performance, potential, other Awards and such other considerations as it
deems appropriate.

      (d)   PAYMENT. Following the end of the vesting period for a Phantom Stock
Award, the Holder of a Phantom Stock Award shall be entitled to receive payment
of an amount, not exceeding the maximum value of the Phantom Stock Award, based
on the then vested value of the Award. Payment of a Phantom Stock Award may be
made in cash, Stock or a combination thereof as determine by the Committee.
Payment shall be made in a lump sum or in installments as prescribed by the
Committee in its sole discretion. Any payment to be made in Stock shall be based
on the Fair Market Value of the Stock on the payment date. Cash dividend
equivalents may be paid during or after the vesting period with respect to a
Phantom Stock Award, as determined by the Committee.

                                  EX 4.8 - 11
<PAGE>
If a payment of cash is to be made on a deferred basis, the Committee shall
establish whether interest shall be credited, the rate thereof and any other
terms and conditions applicable thereto.

      (e)   TERMINATION OR CESSATION OF EMPLOYMENT OR OTHER SERVICE. A Phantom
Stock Award shall terminate if the Holder does not remain continuously in the
employ of the Company or fails to perform services for the Company at all times
during the applicable vesting period, except as may be otherwise determined by
the Committee or as set forth in the Award at the time of grant.

      (f)   AGREEMENTS. At the time any Award is made under this Paragraph XI,
the Company and the Holder shall enter into a Phantom Stock Award Agreement
setting forth each of the matters contemplated hereby and, in addition such
Performance Measures as the Committee may determine to be appropriate. The terms
and provisions of the respective agreements need not be identical.

                     XII RECAPITALIZATION OR REORGANIZATION

      (a)   SUBDIVISION OR COMBINATION OF SHARES. The shares with respect to
which Awards may be granted are shares of Stock as constituted on the effective
date of the Plan, but if, and whenever, prior to the expiration of an Award
theretofore granted, the Company shall effect a subdivision or combination of
its Stock, the number of shares of Stock with respect to which such Award may
thereafter be exercised or satisfied, as applicable, (i) in the event of an
increase in the number of outstanding shares shall be proportionately increased,
and the purchase price per share shall be proportionately reduced, and (ii) in
the event of a reduction in the number of outstanding shares shall be
proportionately reduced, and the purchase price per share shall be
proportionately increased.

      (b)   RECAPITALIZATION. If the Company recapitalizes or otherwise changes
its capital structure, thereafter upon any exercise or satisfaction, as
applicable, of an Award theretofore granted the Holder shall be entitled to (or
shall be entitled to receive, as applicable) under such Award, in lieu of the
number of shares of Stock then covered by such Award, the number and class of
shares of capital stock and securities to which the Holder would have been
entitled pursuant to the terms of the recapitalization if, immediately prior to
such recapitalization, the Holder had been the holder of record of the number of
shares of Stock then covered by such Award.

      (c)   CHANGE OF CONTROL. Upon the occurrence of a Change of Control, all
outstanding Awards shall immediately vest and become exercisable or satisfiable,
as applicable. The Committee, in its discretion, may determine that upon the
occurrence of a Change of Control, each Award other than an Option outstanding
hereunder shall terminate within a specified number of days after notice to the
Holder, and such Holder shall receive, with respect to each share of Stock
subject to such Award, cash in an amount equal to the excess, if any, of the
Change of Control Value over the exercise price of the Award. Further, in the
event of a Change of Control, the Committee, in its discretion shall act to
effect one or more of the following alternatives with respect to outstanding
Options, which may vary among individual Holders and which may vary among
Options held by any individual Holder: (1) determine a limited period of time
for the exercise of such Options on or before a specified date (before or after
such Change of Control) after which specified date all unexercised Options and
all rights of Holders thereunder shall terminate, (2) require the mandatory
surrender to the Company by selected Holders of some or all of the outstanding
Options held by such

                                  EX 4.8 - 12
<PAGE>
Holders (irrespective of whether such Options are then exercisable under the
provisions of the Plan) as of a date, before or after such Change of Control,
specified by the Committee, in which event the Committee shall thereupon cancel
such Options and the Company shall pay to each Holder an amount of cash per
share equal to the excess, if any, of the Change of Control Value of the shares
subject to such Option over the exercise price(s) under such Options for such
shares, (3) make such adjustments to Options then outstanding as the Committee
deems appropriate to reflect such Change of Control (provided, however, that the
Committee may determine in its sole discretion that no adjustment is necessary
to Options then outstanding), or (4) provide that thereafter upon any exercise
of an Option theretofore granted the Holder shall be entitled to purchase under
such Option, in lieu of the number of shares of Stock then covered by such
Option, the number and class of shares of stock or other securities or property
(including, without limitation, cash) to which the Holder would have been
entitled pursuant to the terms of the agreement of merger, consolidation or sale
of assets and dissolution if, immediately prior to such merger, consolidation or
sale of assets and dissolution the Holder had been the holder of record of the
number of shares of Stock then covered by such Option. The provisions contained
in this paragraph shall not alter any rights or terminate any rights of the
Holder to further payments pursuant to any other agreement with the Company
following a Change of Control.

      (d)   OTHER EVENTS. In the event of changes in the outstanding Stock by
reason of recapitalizations, reorganizations, mergers, consolidations,
combinations, exchanges or other relevant changes in capitalization occurring
after the date of the grant of any Award and not otherwise provided for by this
Paragraph XII, any outstanding Awards and any agreements evidencing such Awards
shall be subject to adjustment by the Committee at its discretion as to the
number and price of shares of Stock or other consideration subject to such
Awards. In the event of any such change in the outstanding Stock, the aggregate
number of shares available under the Plan may be appropriately adjusted by the
Committee, whose determination shall be conclusive.

      (e)   CORPORATE POWER. The existence of the Plan and the Awards granted
hereunder shall not affect in any way the right or power of the Board or the
shareholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company's capital
structure or its business, any merger or consolidation of the Company, any issue
of debt or equity securities ranking prior to or affecting Stock or the rights
thereof, the dissolution or liquidation of the Company or any sale, lease,
exchange or other disposition of all or any part of its assets or business or
any other corporate act or proceeding.

      (f)   SHAREHOLDER APPROVAL. Any adjustment provided for in Subparagraphs
(a), (b), (c) or (d) above shall be subject to any required shareholder action.

      (g)   ISSUANCE OF SECURITIES. Except as hereinbefore expressly provided,
the issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, for cash, property, labor or
services, upon direct sale, upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares of obligations of the Company convertible
into such shares or other securities, and in any case whether or not for fair
value, shall not affect, and no adjustment by reason thereof shall be made with
respect to, the number of shares of Stock subject to Awards theretofore granted
or the purchase price per share, if applicable.

                                  EX 4.8 - 13
<PAGE>
                   XIII AMENDMENT AND TERMINATION OF THE PLAN

      The Board in its discretion may terminate the Plan at any time with
respect to any shares for which Awards have not theretofore been granted. The
Board shall have the right to alter or amend the Plan or any part thereof from
time to time; provided that no change in any Award theretofore granted may be
made which would impair the rights of the Holder without the consent of the
Holder (unless such change is required in order to cause the benefits under the
Plan to qualify as performance-based compensation within the meaning of Section
162(m) of the Code and applicable interpretive authority thereunder), and
provided further, that the Board may not, without approval of the shareholders,
amend the Plan:

      (a)   to increase the maximum number of shares which may be issued under
the Plan, or on exercise or surrender of an Award, except as provided in
Paragraph XII;

      (b)   to change the Option price;

      (c)   to change the class of Eligible Participants to whom Awards may be
made under the Plan, or to materially increase the benefits accruing to Eligible
Participants under the Plan;

      (d)   to extend the maximum period during which Awards may be granted
under the Plan; or

      (e)   to modify materially the requirements as to eligibility for
participation in the Plan.

                                XIV MISCELLANEOUS

      (a)   NO RIGHT TO AN AWARD. Neither the adoption of the Plan by the
Company nor any action of the Board or the Committee shall be deemed to give an
Eligible Participant any right to be granted an Option, a Stock Appreciation
Right, a Restricted Stock Award, a Performance Award or a Phantom Stock Award or
any of the rights hereunder except as may be evidenced by an Option Agreement,
Stock Appreciation Rights Agreement, Restricted Stock Agreement, Performance
Award Agreement or Phantom Stock Award Agreement executed on behalf of the
Company by an authorized representative thereof, and then only to the extent and
on the terms and conditions expressly set forth therein. The Plan shall be
unfunded. The Company shall not be required to establish any special or separate
fund or to make any other segregation of funds or assets to assure the payment
of any Award.

      (b)   NO EMPLOYMENT OR SERVICE RIGHTS CONFERRED. Nothing contained in the
Plan shall (i) confer upon any employee any right with respect to continuation
of employment or service with the Company or any Affiliate or (ii) interfere in
any way with the right of the Company or any Affiliate to terminate his or her
employment or service at any time.

      (c)   OTHER LAWS; WITHHOLDING. The Company shall not be obligated to issue
any Stock pursuant to any Award granted under the Plan at any time when the
shares covered by such Award have not been registered under the Securities Act
of 1933, as amended, and such other state and federal laws, rules or regulations
as the Company or the Committee deems applicable and, in the

                                  EX 4.8 - 14
<PAGE>
opinion of legal counsel for the Company, there is no exemption from the
registration requirements of such laws, rules or regulations available for the
issuance and sale of such shares. No fractional shares of Stock shall be
delivered, nor shall any cash in lieu of fractional shares be paid. The Company
shall have the right to deduct in connection with all Awards any taxes required
by law to be withheld and to require any payments required to enable it to
satisfy its withholding obligations.

      (d)   NO RESTRICTION ON CORPORATE ACTION. Nothing contained in the Plan
shall be construed to prevent the Company or any Affiliate from taking any
corporate action which is deemed by the Company or such Affiliate to be
appropriate or in its best interest, whether or not such action would have an
adverse effect on the Plan or any Award made under the Plan. No employee,
beneficiary or other person shall have any claim against the Company or any
subsidiary as a result of any such action.

      (e)   RESTRICTIONS ON TRANSFER. An Award shall not be transferable
otherwise than by will or the laws of descent and distribution or pursuant to a
"qualified domestic relations order" as defined by the Code or Title I of the
Employee Retirement Income Security Act of 1974, as amended, or the rules
thereunder, and shall be exercisable during the Holder's lifetime only by such
Holder or the Holder's guardian or legal representative.

      (f)   SECTION 162(M). If the Company is subject to Section 162(m) of the
Code, it is intended that the Plan comply fully with and meet all the
requirements of Section 162(m) of the Code so that Options and Stock
Appreciation Rights granted hereunder and, if determined by the Committee,
Restricted Stock Awards, shall constitute "performance-based" compensation
within the meaning of such section. If any provision of the Plan would
disqualify the Plan or would not otherwise permit the Plan to comply with
Section 162(m) of the Code as so intended, such provision shall be construed or
deemed amended to conform to the requirements or provisions of Section 162(m) of
the Code; provided that no such construction or amendment shall have an adverse
effect on the economic value to a Holder of any Award previously granted
hereunder. With respect to any Award granted to a "covered employee" (as defined
in Section 162(m)(3) of the Code), if the payment of such Award is contingent on
the satisfaction of performance goals, the Committee shall certify in writing
prior to payment of such Award that such performance goals have been satisfied.

      (g)   GOVERNING LAW. This Plan shall be construed in accordance with the
laws of the State of Texas.

                                   EX 4.8 - 15