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                                                                     EXHIBIT 4.1

                        NEW MEXICO & ARIZONA LAND COMPANY

                            1997 STOCK INCENTIVE PLAN


SECTION 1.        GENERAL PURPOSE OF THE PLAN; DEFINITIONS

         The name of the plan is the New Mexico & Arizona Land Company 1997
Stock Incentive Plan (the "Plan"). The purpose of the Plan is to encourage and
enable the Directors, officers, and other key employees of New Mexico & Arizona
Land Company (the "Company"), together with all present and future Subsidiaries,
upon whose judgment, initiative, and efforts the Company largely depends for the
successful conduct of its business, the opportunity to acquire an equity
interest in the Company. It is anticipated that providing such persons with a
direct stake in the Company's welfare will assure a closer identification of
their interests with those of the Company, thereby stimulating their efforts on
the Company's behalf and strengthening their desire to remain with the Company.

         The following terms shall be defined as set forth:

         "Act" means the Securities and Exchange Act of 1934, as amended.

         "Award" or "Awards," except where referring to a particular category of
grant under the Plan, shall include Stock Appreciation Rights, Incentive Stock
Options, Non-Qualified Stock Options, Restricted Stock Awards, Unrestricted
Stock Awards, and Performance Share Awards.

         "Board" means the Board of Directors of the Company.

         "Change of Control" is defined in Section 16.

         "Code" means the Internal Revenue Code of 1986, as amended, and any
successor Code, and related rules, regulations, and interpretations.

         "Committee" means the Committee of the Board referred to in Section 2.

           "Covered Employee" means an employee who is a "covered employee"
within the meaning of Section 162(m) of the Code.

         "Director" means a member of the Board.

         "Effective Date" means the date on which the Plan is approved by
stockholders as set forth in Section 18.

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         "Fair Market Value" on any given date means the last reported sale
price at which Stock is traded on such date or, if no Stock is traded on such
date, the next preceding date on which Stock was traded, as reflected on the
principal stock exchange or, if applicable, any other national stock exchange on
which the Stock is traded or admitted to trading.

         "Incentive Stock Option" means any Stock Option designated and
qualified as an "incentive stock option" as defined in Section 422 of the Code.

         "Non-Qualified Stock Option" means any stock Option that is not an
Incentive Stock Option.

         "Option" or "Stock Option" means any option to purchase shares of Stock
granted pursuant to Section 6.

         "Performance-Based Awards" means the Awards granted to selected Covered
Employees which are subject to the terms and conditions set forth in Section 12.
All Performance-Based Awards are intended to qualify as "performance-based
compensation" under Section 162(m) of the Code.

         "Performance Criteria" means the criteria that the Committee selects
for purposes of establishing the Performance Goal or Performance Goals for a
participant for a Performance Period. The Performance Criteria that will be used
to establish Performance Goals are limited to the following:

                  (a)      Earnings before depreciation and deferred taxes
                           ("EBDT") from operations;

                  (b)      EBDT from operating properties;

                  (c)      Income from operations;

                  (d)      Current value shareholders' equity;

                  (e)      Revenues;

                  (f)      Land sales;

                  (g)      Acquisitions or dispositions of assets;

                  (h)      Corporate liquidity;

                  (i)      Financing activities;

                  (j)      Budgets;

                  (k)      Leasing; and

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                  (l)      Development projects

         The Committee shall, within the time prescribed by Section 162(m) of
the Code, define in an objective fashion the manner of calculating the
Performance Criteria it selects to use for such Performance Period for such
Participant.

         "Performance Goals" means, for a Performance Period, the goals
established in writing by the Committee for the Performance Period based upon
the Performance Criteria. Depending on the Performance Criteria used to
establish such goal, the goal may be expressed in terms of overall Company
performance or the performance of an operating unit or community or the
individual. The Committee, in its discretion, may, within the time prescribed by
Section 162(m) of the Code, adjust or modify the calculation of Performance
Goals for such Performance Period in order to prevent the dilution or
enlargement of the rights of participants, (i) in the event of, or in
anticipation of, any unusual or extraordinary corporate item, transaction,
event, or development; and (ii) in recognition of, or in anticipation of, any
other unusual or nonrecurring events affecting the Company, or the financial
statements of the Company, or in response to, or in anticipation of, changes in
applicable laws, regulations, accounting principles, or business conditions.

         "Performance Period" means the one or more periods of time, which may
be of varying and overlapping durations, as the Committee may select, or which
the attainment of one or more Performance Goals will be measured for the purpose
of determining a Participant's right to, and the payment of, a Performance-Based
Award.

         "Performance Share Award" means Awards granted pursuant to Section 9.

         "Restricted Stock Award" means Awards granted pursuant to Section 7.

         "Stock" means the Common Stock of the Company, subject to adjustments
pursuant to Section 3.

         "Stock Appreciation Rights" means Awards granted pursuant to Section 5.

         "Subsidiary" means any corporation or other entity (other than the
Company) in any unbroken chain of corporations or other entities, beginning with
the Company if each of the corporations or entities (other than the last
corporation or entity in the unbroken chain) owns stock or other interest
possessing 50% or more of the economic interest or the total combined voting
power of all classes of stock or other interest in one of the other corporations
or entities in the chain.

         "Unrestricted Stock Award" means any Award granted pursuant to 
Section 8.

SECTION 2. ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT
           PARTICIPANTS AND DETERMINE AWARDS

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         (a) Administration. The Plan shall be administered by either the Board
or the Compensation and Nominating Committee (the "Committee") consisting of not
less than two Directors (in either case, the "Administrator"). Each member of
the Committee shall be an "outside director" within the meaning of Section
162(m) of the Code and the regulations promulgated thereunder and a
"non-employee director" within the meaning of Rule 16b-3(b)(3)(i) promulgated
under the Act, or any successor definition under said rule.

         (b) Action by the Committee. A majority of the Committee shall
constitute a quorum. The acts of a majority of the members present at any
meeting at which a quorum is present and acts approved in writing by a majority
of the Committee in lieu of a meeting shall be deemed the acts of the Committee.
Each member of the Committee is entitled to, in good faith, rely or act upon any
report or other information furnished to that member by any officer or other
employee of the Company or any Subsidiary, the Company's independent certified
public accountants, or any executive compensation consultant or other
professional retained by the Company to assist in the administration of the
Plan.

         (c) Powers of Administrator. The Administrator shall have the power and
authority to grant awards consistent with the terms of the Plan, including the
power and authority;

                           (i)      to select the individuals to whom Awards may
from time to time be granted;

                           (ii)     to determine the time or times of grant, and
the extent, if any, of Stock Appreciation Rights, Incentive Stock Options,
Non-Qualified Stock Options, Restricted Stock Awards, Unrestricted Stock Awards,
Performance Share Awards, Performance-Based Awards, and/or any combination of
the foregoing, granted to any one or more participants;

                           (iii)    to determine the number of shares of Stock 
to be covered by any Award;

                           (iv)     to determine and modify from time to time 
the terms and conditions, including restrictions, not inconsistent with the
terms of the Plan, of any Award, which terms and conditions may differ among
individual Awards and participants, and to approve the form of written
instruments evidencing the Awards;

                           (v)      to accelerate at any time the exercisability
or vesting of all or any portion of any Award;

                           (vi)     subject to the provisions of Section 
6(a)(iii), to extend at any time the period in which Stock Options may be
exercised;

                           (vii)    to determine at any time whether, to what 
extent, and under what circumstances Stock and other amounts payable with
respect to an Award shall be deferred either automatically or at the election of
the participant and whether and to what 

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extent the Company shall pay or credit amounts constituting interest (at rates
determined by the Administrator) or dividends or deemed dividends on such
deferrals; and


                           (viii)   at any time to adopt, alter, and repeal such
rules, guidelines, and practices for administration of the Plan and for its own
acts and proceedings as it shall deem advisable; to interpret the terms and
provisions of the Plan and any Award (including related written instruments); to
make all determinations it deems advisable for the administration of the Plan;
to decide all disputes arising in connection with the Plan; and to otherwise
supervise the administration of the Plan.

         All decisions and interpretations of the Administrator shall be binding
on all persons, including the Company and Plan participants.

         (d) Delegation of Authority to Grant Awards. The Administrator, in its
discretion, may delegate the Chief Executive Office of the Company all or part
of the Administrator's authority and duties with respect to Awards, including
the granting thereof, to individuals who are not subject to the reporting and
other provisions of Section 16 of the Act or "covered employees" within the
meaning of Section 162(m) of the Code. The Administrator may revoke or amend the
terms of a delegation at any time but such action shall not invalidate any prior
actions of the Administrator's delegate or delegates that were consistent with
the terms of the Plan.

SECTION 3.        STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION

         (a) Stock Issuable. The maximum number of shares of Stock reserved and
available for issuance under the Plan shall be 500,000 shares. For purposes of
this limitation, the shares of Stock underlying any awards which are forfeited,
canceled, reacquired by the Company, satisfied without the issuance of Stock, or
otherwise terminated (other than by exercise) shall be added back to the shares
of Stock available for issuance under the Plan. Subject to such overall
limitation, shares of Stock may be issued up to such maximum number pursuant to
any type or types of Award. The shares available for issuance under the Plan may
be authorized but unissued shares of Stock or shares of Stock reacquired by the
Company. Notwithstanding anything in the Plan to the contrary, the maximum
number of shares of Stock with respect to one or more Awards that may be granted
to any one participating in the Plan shall be 400,000.

         (b) Recapitalizations. If, through or as result of any merger,
consolidation, sale of all or substantially all of the assets of the Company,
reorganization, recapitalization, reclassification, stock dividend, stock split,
reverse stock split, or other similar transaction, the outstanding shares of
Stock are increased or decreased, or are exchanged for a different number or
kind of shares of the Company, or additional shares or new or different shares
of other securities of the Company or other non-cash assets are distributed with
respect to such shares of Stock or other securities, the Administrator shall
make an appropriate or proportionate adjustment in (i) the maximum number of
shares reserved for issuance under the Plan, (ii) the number of Stock Options
that can be granted to any one 

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individual participant, (iii) the number and kind of shares or other securities
subject to any then outstanding Awards under the Plan, and (iv) the price for
each share subject to any then outstanding Stock Options under the Plan, without
changing the aggregate exercise price (i.e., the exercise price multiplied by
the number of Stock Options) as to which such Stock Options remain exercisable.
The adjustment by the Administrator shall be final, binding and conclusive. No
fractional shares of Stock shall be issued under the Plan resulting from any
such adjustment, but the Administrator in its discretion may make a cash payment
in lieu of fractional shares.

         (c) Mergers. Upon consummation of a consolidation or merger or sale of
all or substantially all of the assets of the Company in which outstanding
shares of Stock are exchanged for securities, cash, or other property of an
unrelated corporation or business entity or in the event of a liquidation of the
Company (in each case, a "Transaction"), the Board, or the board of directors of
any corporation assuming the obligations of the Company, may, in its discretion,
take any one or more of the following actions, as to outstanding Stock Options:
(i) provide that such Stock Options shall be assumed or equivalent options shall
be substituted, by the acquiring or succeeding corporation (or an affiliate
thereof), (ii) upon written notice to the optionees, provide that all
unexercised Stock Options will terminate immediately prior to the consummation
of the Transaction unless exercised by the optionee within a specified period
following the date of such notice, and/or (iii) in the event of a business
combination under the terms of which holders of the Stock of the Company will
receive upon consummation thereof a cash payment for each share surrendered in
the business combination, make or provide for a cash payment to the optionees
equal to the difference between (A) the value (as determined by the
Administrator) of the consideration payable per share of Stock pursuant to the
business combination (the "Merger Price") times the number of shares of Stock
subject to such outstanding Stock Options (to the extent then exercisable at
prices not in excess of the Merger Price) and (B) the aggregate exercise price
of all such outstanding Stock Options in exchange for the termination of such
Stock Options. In the event Stock Options will terminate upon the consummation
of the Transaction, each optionee shall be permitted, within a specified period
determined by the Administrator, to exercise all non-vested Stock Options,
subject to the consummation of the Transaction.

         (d) Substitute Awards. The Administrator may grant Awards under the
Plan in substitution for Stock and Stock based awards held by employees of
another corporation who become employees of the Company or a Subsidiary as the
result of a merger or consolidation of the employing corporation with the
Company or a Subsidiary or the acquisition by the Company or a Subsidiary of
property or Stock of the employing corporation. The Administrator may direct
that the substitute awards be granted on such terms and conditions as the
Administrator considers appropriate in the circumstances.

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SECTION 4.        ELIGIBILITY

         Participants in the Plan will be such Directors, full, or part-time
officers, and other key employees of the Company and its Subsidiaries who are
responsible for or contribute to the management, growth, or profitability of the
Company and its Subsidiaries as are selected from time to time by the
Administrator in its sole discretion.

SECTION 5.        STOCK APPRECIATION RIGHTS

         The Administrator, in its sole discretion, may grant Rights to any
employee who is eligible to participate in the Plan. A grant of Rights shall be
evidenced by documentation containing such terms and conditions as the
Administrator shall establish, including the following unless the Administrator,
in its sole discretion, provides otherwise:

         (a) A Right may relate to a specific option or portion of an option and
may be granted to the option holder at any time prior to the exercise of such
option. The Administrator may fix such waiting periods and exercise dates for
Rights as it deems appropriate, provided that generally no right shall be
exercisable prior to six months from the date of the grant of the Right or after
the expiration of any option to which it relates.

         (b) A Right shall entitle the holder to receive a payment having an
aggregate value equal to the product of (i) the excess of (A) the Fair Market
Value on the exercise date of one share of Common Stock over (B) the Fair Market
Value on the grant date of one share of Common Stock, times (ii) the number of
shares specified by the Right, or portion thereof, which is exercised. Payment
by the Company of the amount receivable upon any exercise of a Right may be made
by the delivery of Common Stock or cash, or any combination of Common Stock and
cash, as determined in the sole discretion of the Administrator. If, upon
settlement of the exercise of a Right, the holder is to receive payment in
shares of Common Stock, the number of shares shall be determined by dividing the
amount of such payment by the Fair Market Value of a share of Common Stock on
the exercise date. No fractional shares shall be used for such payment and the
Administrator shall determine whether cash shall be given in lieu of such
fractional shares or whether such fractional shares shall be eliminated.

         (c) A Right may be exercised by giving written notice to the Secretary
of the Company. As soon as practicable following receipt of such notice, the
Company shall, without transfer or issue tax, deliver to the person exercising
the Right a certificate or certificates for such shares or, when so directed by
the Administrator, make the required cash payment, or both. The date the Company
receives written notice of an exercise is the exercise date.

SECTION 6.        STOCK OPTIONS

         Any Stock Option granted under the Plan shall be in such form as the
Administrator may from time to time approve.

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         Stock Options granted under the Plan may be either Incentive Stock
Options or Non-Qualified Stock Options. Incentive Stock Options may be rated
only to employees of the Company or any Subsidiary that is a "subsidiary
corporation" within the meaning of Section 424(f) of the code. To the extent
that any Option does not qualify as an Incentive Stock Option, it shall be
deemed a Non-Qualified Stock Option.

         No Incentive Stock Option shall be granted under the Plan after August
31, 2007.

         (a) Stock Options Granted to key Employees. The Administrator in its
discretion may grant Stock Options to eligible employees and key persons of the
Company or any Subsidiary. Stock Options granted pursuant to this Section 6(a)
shall be subject to the following terms and conditions and shall contain such
additional terms and conditions, not inconsistent with the terms of the Plan, as
the Administrator shall deem desirable;

                  (i) Exercise Price. The exercise price per share for the Stock
covered by a Stock Option granted pursuant to this Section 6(a) shall be
determined by the Administrator at the time of grant but shall not be less than
100% of the Fair Market Value on the date of grant. If an employee owns or is
deemed to own (by reasons of the attribution rules of Section 424(d) of the
Code) more than 10% of the combined voting power of all classes of Stock of the
Company or any percent or subsidiary corporation and an Incentive Stock Option
is granted to such employee, to the option price of such Incentive Stock Option
shall be not less than 110% of the Fair Market Value on the grant date.

                  (ii) Option Term. The term of each Stock Option shall be fixed
by the Administrator, by no Incentive Stock Options shall be exercisable more
than ten years after the date the option is granted. If an employee owns or is
deemed to own (by reason of the attribution rules of Section 424(d) of the Code)
more than 10% of the combined voting power of all classes of Stock of the
Company or any parent or subsidiary corporation and an Incentive Stock Option is
granted to such employee, the terms of such option shall be no more than five
years from the date of grant.

                  (iii) Exercisability; Rights of a Stockholder. Stock Options
shall become vested and exercisable at such time or times, whether or not in
installments, as shall be determined by the Administrator at or after the grant
date. The Administrator may at any time accelerate the exercisability of all or
any portion of any Stock Options. An optionee shall have the rights of a
stockholder only as to shares acquired upon the exercise of Stock Options and
not as to unexercised Stock Options.

                  (iv) Method of Exercise. Stock Options may be exercised in
whole or in part, by giving written notice of exercise to the Company,
specifying the number of shares to be purchased. Payment of the purchase price
may be made by one or more of the following methods:

                  (A)      In cash, by certified or bank check or other
                           instrument acceptable to the Administrator.

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                  (B)      In the form of shares of Stock that are not then
                           subject to restrictions under any Company plan and
                           that have been beneficially owned by the optionee for
                           at least six months, if permitted by the
                           Administrator in its discretion. Such surrendered
                           shares shall be valued at Fair Market Value on the
                           exercise date; or

                  (C)      By the optionee delivering to the Company a properly
                           executed exercise notice together with irrevocable
                           instructions to a broker to promptly deliver to the
                           Company cash or a check payable and acceptable to the
                           Company to pay the purchase price; provided that in
                           the event the optionee chooses to pay the purchase
                           price as so provided, the optionee and the broker
                           shall comply with such procedures and enter into such
                           agreements of indemnity and other agreements as the
                           Administrator shall prescribe as a condition of such
                           payment procedure.

Payment instruments will be received subject to collection. The delivery of
certificates representing the shares of Stock to be purchased pursuant to the
exercise of a Stock Option will be contingent upon receipt from the optionee (or
a purchaser acting in his stead in accordance with the provisions of the Stock
Options) by the Company or the full purchase price for such shares and the
fulfillment of any other requirements contained in the Stock Option or
applicable provisions of laws.

                           (v)      Annual Limit on Incentive Stock Options.  
To the extent required for "incentive stock option' treatment under Section 422
of the Code the aggregate Fair Market Value (determined as of the time of grant)
of the shares of Stock with respect to which Incentive Stock Options granted
under this Plan and any other plan of the Company or its parent and subsidiary
corporations become exercisable for the first time by an optionee during any
calendar year shall not exceed $100,000. To the extent that any Stock Option
exceeds this limit, it shall constitute a Non-Qualified Stock Option.

         (b) Reload Options. At the discretion of the Administrator, Options
granted under the Plan may include a "reload" feature pursuant to which an
optionee exercising an option by the delivery of a number of shares of Stock in
accordance with Section 6(a)(iv)(B) hereof would automatically be granted an
additional Option (with an exercise price equal to the Fair Market Value of the
Stock on the date the additional Option is granted and with such other terms as
the Administrator may provide) to purchase that number of shares of Stock equal
to the number delivered to exercise the original Option.

         (c)      Stock Options Granted to Directors.

                  (i)      Automatic Grant of Options.

                           (A)      Each Director who is serving as Director of
                                    the Company on the fifth business day after
                                    each annual meeting of 

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                                    shareholders, beginning with the 1997 annual
                                    meeting, shall automatically be granted on
                                    such day a Non-Qualified Stock Option to
                                    acquire a fixed number of shares of Stock.
                                    The specific number of shares will be
                                    determined by the Board based upon the
                                    Company's overall performance during the
                                    preceding year and, once determined, will
                                    apply to all Directors in that year.

                           (B)      The exercise price per share for the Stock
                                    covered by a Stock Option granted under this
                                    Section 6(c) shall be equal to the Fair
                                    Market Value of the Stock on the date the
                                    Stock Option is granted.

                           (C)      The Administrator, in its discretion, may
                                    grant additional Non-Qualified Stock Options
                                    to Directors.

                  (ii)     Exercise; Termination

                           (A)      Except as provided in Section 16, an Option
                                    granted under Section 6(c) shall be
                                    exercisable after the first anniversary of
                                    the grant date. An Option issued under this
                                    Section 6(c) shall not be exercisable after
                                    the expiration of ten years from the date of
                                    grant.

                           (B)      Options granted under this Section 6(c) may
                                    be exercised only by written notice to the
                                    Company specifying the number of shares to
                                    be purchased. Payment of the full purchase
                                    price of the shares to be purchased may be
                                    made by one or more of the methods specified
                                    in Section 6(a)(iv). An optionee shall have
                                    the rights of a stockholder only as to
                                    shares acquired upon the exercise of a Stock
                                    Option and not as to unexercised Stock
                                    Options.

         (d) Non-transferability of Options. No Stock Option shall be
transferable by the optionee otherwise than by will or by the laws of descent
and distribution and all Stock Options shall be exercisable during the
optionee's lifetime, only by the optionee. Notwithstanding the foregoing, the
Administrator may permit the optionee to transfer, without consideration for the
transfer, his Non-Qualified Stock Options to members of his immediate family, to
trusts for the benefit of such family members, or to partnerships in which such
family members are the only partners, provided that the transferee agrees in
writing with the Company to be bound by all of the terms and conditions of this
Plan and the applicable option agreement.

SECTION 7.        RESTRICTED STOCK AWARDS

         (a) Nature of Restricted Stock Awards. A Restricted Stock Award is an
Award 

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entitling the recipient to acquire, at such purchase price determined by the
Administrator, shares of Stock subject to such restrictions and conditions as
the Administrator may determine at the time of grant ("Restricted Stock").
Conditions may be based on continuing employment (or other business
relationship) and/or achievement of pre-established performance goals and
objectives.

         (b) Rights as a Stockholder. Upon execution of a written instrument
setting forth the Restricted Stock Award and paying any applicable purchase
price, a participant shall have the rights of a stockholder with respect to the
voting of the Restricted Stock, subject to such conditions contained in the
written instrument evidencing the Restricted Stock Award. Unless the
Administrator shall otherwise determine, certificates evidencing the Restricted
Stock shall remain in the possession of the Company until such Restricted Stock
is vested as provided in Section 7(d) below.

         (c) Restrictions. Restricted Stock may not be sold, assigned,
transferred, pledged, or otherwise encumbered or disposed of except as
specifically provided herein or in the written instrument evidencing the
Restricted Stock Award. If a participant's employment (or other business
relationship) with the Company and its Subsidiaries terminates for any reason,
the Company shall have the right to repurchase Restricted Stock with respect to
which conditions have not lapsed at their purchase price, from the participant
or the participant's legal representative.

         (d) Vesting of Restricted Stock. The Administrator at the time of grant
shall specify the date or dates and/or the attainment or pre-established
performance goals, objectives and other conditions on which the
non-transferability of the Restricted Stock and the Company's right of
repurchase or forfeiture shall lapse. Subsequent to such date or dates and/or
the attainment of such pre-established performance goals, objectives and other
conditions, the shares on which all restrictions have lapsed shall no longer be
Restricted Stock and shall be deemed "vested." Except as may otherwise be
provided by the Administrator at any time, a participant's rights in any shares
of Restricted Stock that have not vested shall automatically terminate upon the
participant's termination of employment (or other business relationship) with
the Company and its Subsidiaries and such shares shall either be subject to the
Company's right of repurchase as provided in Section 7(c) above.

         (e) Waiver of Deferral and Reinvestment of Dividends. The written
instrument evidencing the Restricted Stock Award may require or permit the
immediate payment, waiver, deferral, or investment of dividends paid on the
Restricted Stock.

SECTION 8.        UNRESTRICTED STOCK AWARDS

         (a) Grant or Sale of Unrestricted Stock. The Administrator may, in its
sole discretion, grant or sell (at a purchase price determined by the
Administrator, but in no event less than 90% of the Fair Market Value on the
date of grant or sale) an Unrestricted Stock Award to any participant pursuant
to which such participant may receive shares of Stock free of any restrictions
("Unrestricted Stock") under the Plan. Unrestricted Stock 

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Awards may be granted or sold as described in the preceding sentence in respect
of past services or other valid consideration, or in lieu of any cash
compensation due to such participant.

         (b) Elections to Receive Unrestricted Stock in Lieu of Compensation. At
the discretion of the Administrator, upon the request of a participant and with
the consent of the Administrator, each such participant may, pursuant to an
advance written election delivered to the Company no later than the date
specified by the Administrator, receive a portion of the cash compensation
otherwise due to such participant in the form of shares of Unrestricted Stock
either currently or on a deferred basis.

         (c) Restrictions on Transfers. The right to receive shares of
Unrestricted Stock on a deferred basis may not be sold, assigned, transferred,
pledged, or otherwise encumbered, other than by will or the laws of descent and
distribution.

SECTION 9.        PERFORMANCE SHARE AWARDS

         (a) Number of Performance Share Awards. A Performance Share Award is an
Award entitling the recipient to acquire shares of Stock upon the attainment of
specified performance goals. The Administrator may make Performance Share Awards
independent of or in connection with the granting of any other Award under the
Plan. The Administrator in its sole discretion shall determine whether and to
whom Performance Share Awards shall be made, the performance goals applicable
under each such Award, the periods during which performance is to be measured,
and all other limitations and conditions applicable to the awarded Performance
Shares; provided, however, that the Administrator may rely on the performance
goals and other standards applicable to other performance unit plans of the
Company in setting the standards for Performance Share Awards under the Plan.

         (b) Rights as a Shareholder. A participant receiving a Performance
Share Award shall have the rights of a shareholder only as to shares actually
received by the participant under the Plan and not with respect to shares
subject to the Award but not actually received by the participant. A participant
shall be entitled to receive a stock certificate evidencing the acquisition of
shares of Stock under a Performance Share Award only upon satisfaction of all
conditions specified in a written instrument evidencing the Performance Share
Award (or in a performance plan adopted by the Administrator).

         (c) Termination. Except as may otherwise be provided by the
Administrator at any time prior to termination of employment (or other business
relationship), a participant's rights in all Performance Share Awards shall
automatically terminate upon the participant's termination of employment (or
business relationship) with the Company and its Subsidiaries for any reason.

         (d) Acceleration, Wavier, Etc. At any time prior to the participant's
termination of employment (or other business relationship) by the Company and
its Subsidiaries, the Administrator may in its sole discretion accelerate,
waive, or subject to Section 13, amend 

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any or all of the goals, restrictions, or conditions imposed under any
Performance Share Award.

         SECTION 10.       TAX WITHHOLDING

         (a) Payment by participant. Each participant shall, no later than the
date as of which the value of an Award or of any Stock or other amounts received
thereunder first becomes includable in the gross income of the participant for
Federal income tax purposes, pay to the Company, or make arrangements
satisfactory to the Administrator regarding payment of, any Federal, state, or
local taxes of any kind required by law to be withheld with respect to such
income. The Company and its Subsidiaries shall, to the extent permitted by law,
have the right to deduct any such taxes from any payment of any kind otherwise
due to the participant.

         (b) Payment in Stock. Subject to approval by the Administrator, a
participant may elect to have such tax withholding obligation satisfied, in
whole or in part, by (i) authorizing the Company to withhold from shares of
Stock to be issued pursuant to any Award a number of shares with an aggregate
Fair Market Value (as of the date the withholding is effected) that would
satisfy the withholding amount due, or (ii) transferring to the Company shares
of Stock owned by the participant with an aggregate Fair Market Value (as of the
date the withholding is effected) that would satisfy the withholding amount due.

SECTION 11.                TRANSFER, LEAVE OF ABSENCE, ETC.

         For purposes of the Plan, the following events shall not be deemed a
termination of employment:

         (a) a transfer to the employment of the Company from a Subsidiary or
from the Company to a Subsidiary, or from one Subsidiary to another; or

         (b) an approved leave of absence for military service or sickness, or
for any other purpose approved by the Company, if the employee's right to
re-employment is guaranteed either by a statute or by contract or under the
policy pursuant to which the leave of absence was granted or if the
Administrator otherwise so provides in writing.

SECTION 12.                PERFORMANCE-BASED AWARDS

         (a) The purpose of this Section 12 is to provide the Committee the
ability to qualify certain Awards under the Plan as "performance-based
compensation" under Section 162(m) of the Code. If the Committee, in its
discretion, decides to grant a Performance-Based Award to a Covered Employee,
the provisions of this Section 12 shall control over any contrary provision
contained in the Plan.

         (b) This Section 12 shall apply only to those Covered Employees
selected by the Committee to receive Performance-Based Awards. The Committee
may, in its discretion,

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grant Awards to Covered Employees that do not satisfy the requirements of this
Section 12. The designation of a Covered Employee as a participant for a
Performance Period shall not in any manner entitle the participant to receive an
Award for the period. Moreover, designation of a Covered Employee as a
participant for a particular Performance Period shall not require designation of
such Covered Employee as a participant in any subsequent Performance Period and
designation of one Covered Employee as a participant shall not require
designation of any other Covered Employees as a participant in such period or in
any other period.

         (c) With regard to a particular Performance Period, the Committee shall
have full discretion to select the length of such Performance period, the type
of Performance-Based Awards to be issued, the kind and/or level of the
Performance Goal, and whether the Performance Goal is to apply to the Company, a
Subsidiary, or any division or business unit thereof.

         (d) Unless otherwise provided in the relevant Award Agreement, a
participant must be employed by the Company or a Subsidiary on the last day of
the Performance Period to be eligible for a Performance Award for such
Performance Period. Furthermore, a participant shall be eligible to receive
payment under a Performance-Based Award for a Performance Period only if the
Performance Goals for such period are achieved.

         In determining the actual size of an individual Performance-Based
Award, the Committee may reduce or eliminate the amount of the Performance-Based
Award earned of the Performance Period, if in its sole and absolute discretion,
such reduction or elimination is appropriate.

         (e) Notwithstanding any provision contained in the Plan to the
contrary, the maximum Performance-Based Award payable to any one participant
under the Plan for a performance Period is 400,000 shares, or in the event the
Performance-Based Award is paid in cash, such maximum Performance-Based Award
shall be determined by multiplying 400,000 by the Fair Market Value of one Share
as of the date of grant of the Performance-Based Award.

SECTION 13.                AMENDMENTS AND TERMINATION

         The Board may, at any time, amend or discontinue the Plan and the
Administrator may, at any time, amend or cancel any outstanding Award (or
provide substitute Awards at the same or reduced exercise or purchase price or
with no exercise or purchase price in a manner not inconsistent with the terms
of the Plan), but such price, if any, must satisfy the requirements which would
apply to the substitute or amended Award if it were then initially granted under
this Plan) for the purpose of satisfying changes in law or for any other lawful
purpose, but no such action shall adversely affect rights under any outstanding
Award without the holder's consent. If and to the extent determined by the
Administrator to be required by the Code to ensure that Incentive Stock Options
granted under the Plan are qualified under Section 422 of the Code, Plan
amendments shall be subject to approval by the Company stockholders entitled to
vote at a meeting of stockholders.

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SECTION 14.                MISCELLANEOUS

         (a) The proceeds from the sale of Common Stock pursuant to the Plan
shall be used by the Company for its general corporate purposes.

         (b) A holder of an award shall have none of the rights of a stockholder
until the shares are issued to him.

SECTION 15.                STATUS OF PLAN

         With respect to the portion of any Award which has not been exercised
and any payments in cash, Stock, or other consideration not received by a
participant, a participant shall have no rights greater than those of a general
creditor of the Company unless the Administrator shall otherwise expressly
determine in connection with any Award or Awards. In its sole discretion, the
Administrator may authorize the creation of trusts or other arrangements to meet
the Company's obligations to deliver Stock or make payments with respect to
Awards hereunder, provided that the existence of such trusts or other
arrangements is consistent with the foregoing sentence.

SECTION 16.                CHANGE OF CONTROL PROVISIONS

         Upon the occurrence of a Change of Control as defined in this 
Section 16:

         (a) Each outstanding Stock Option shall automatically become fully
exercisable unless the Administrator shall otherwise expressly provide at the
time of grant.

         (b) Each Restricted Stock Award and Performance Share Award shall be
subject to such terms, if any, with respect to a Change of Control as have been
provided by the Administrator in connection with such Award.

         (c) "Change of Control" shall mean the occurrence of any one of the
following events:

                  (i) a "person," as such term is used in Sections 13(d) and
14(d) of the Act (other than the Company, any of its Subsidiaries, or any
trustee, fiduciary, or other person or entity holding securities under any
employee benefit plan or trust of the Company or any of its Subsidiaries),
together with all "affiliates" and "associates" (as such terms are defined in
Rues 12b-2 under the Act) of such person, shall become the "beneficial owner"
(as such term is defined in Rule 13d-3 under the Act), directly or indirectly,
of securities of the Company representing 40% or more of either (A) the combined
voting power of the Company's then outstanding securities having the right to
vote in an election of the Company's Board of Directors ("Voting Securities") or
(B) the then outstanding shares of Stock of the Company (in either such case
other than as a result of an acquisition of securities directly from the
Company); or

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<PAGE>   16
                  (ii) persons, who, as of the Effective Date, constitute the
Company's Board of Directors (the "Incumbent Directors") cease for any reason,
including, without limitation, as a result of a tender offer, proxy contest,
merger, or similar transaction, to constitute at least a majority of the Board,
provided that any person becoming a director of the Company subsequent to the
Effective Date whose election or nomination for election was approved by a vote
of at least a majority of the Incumbent Directors shall, for purposes of this
Plan, be considered an Incumbent Director; or

                  (iii) the stockholders of the Company shall approve (A) any
consolidation or merger of the Company or any Subsidiary where the shareholders
of the Company, immediately prior to the consolidation or merger would not,
immediately after the consolidation or merger, beneficially own (as such term is
defined in Rule 13d-3 under the Act), directly or indirectly, shares
representing in the aggregate 50% or more of the voting shares of the
corporation issuing cash or securities in the consolidation or merger (or of its
ultimate parent corporation, if any), (B) any sale, lease, exchange, or other
transfer (in one transaction or a series of transactions contemplated or
arranged by any party as a single plan) of all or substantially all of the
assets of the Company or (C) any plan or proposal for the liquidation or
dissolution of the Company.

         Notwithstanding the foregoing, a "Change of Control" shall not be
deemed to have occurred for purposes of the foregoing clause (i) solely as the
result of an acquisition of securities by the Company which, by reducing the
number of shares of Stock or other Voting Securities outstanding, increases (x)
the proportionate number of shares of Stock beneficially owned by any person to
40% or more of the shares of Stock then outstanding or (y) the proportionate
voting power represented by the Voting Securities beneficially owned by any
person to 40% or more of the combined voting power of all then outstanding
Voting Securities; provided, however, that if any person referred to in clause
(x) or (y) of this sentence shall thereafter become the beneficial owner of any
additional shares of Stock or other Voting Securities (other than pursuant to a
stock split, stock dividend, or similar transaction), then a "Change of Control"
shall be deemed to have occurred for purposes of the foregoing clause (i).

SECTION 17.                GENERAL PROVISIONS

         (a) No Distribution; Compliance with Legal Requirements. The
Administrator may require each person acquiring Stock pursuant to an Award to
represent to and agree with the Company in writing that such person is acquiring
the shares without a view to distribution thereof.

             No shares of Stock shall be issued pursuant to an Award until all 
applicable securities law and other legal and stock exchange or similar 
requirements have been satisfied. The Administrator may require the placing of
such stop-orders and restrictive legends on certificates for Stock and Awards as
it deems appropriate.

         (b) Delivery of Stock Certificates. Delivery of stock certificates to
participants under this Plan shall be deemed effected for all purposes when the
Company or a stock 

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transfer agent of the Company shall have mailed such certificates in the United
States mail, addressed to the participant, at the participant's last known
address on file with the Company.

         (c) Other Compensation Arrangements; No Employment Rights. Nothing
contained in this Plan shall prevent the Board from adopting other or additional
compensation arrangements, including trusts, and such arrangements may be either
generally applicable or applicable only in specific cases. The adoption of this
Plan and the grant of Awards do not confer upon any employee any right to
continued employment with the Company or any Subsidiary.

SECTION 18.                EFFECTIVE DATE OF PLAN

         This Plan shall become effective upon (1) the recommendation by the
Compensation and Nominating Committee to the Board and (2) subsequent
affirmative vote of a majority of votes cast with a quorum present at a meeting
of the Board of Directors, provided that the total votes cast with respect to
the approval of the Plan represent a majority of the directors present (the
"Effective Date"). Subject to such approval by the directors and to the
requirement that no Stock may be issued hereunder prior to such approval, Stock
Options and other Awards may be granted hereunder on and after adoption of this
Plan by the Board. Within one year after the Effective Date, the Plan shall be
submitted to the shareholders of the Company for their approval. The Plan will
be deemed to be approved by the shareholders if it receives the affirmative vote
of the holders of a majority of the shares of stock of the Company present, or
represented, and entitled to vote at a meeting duly held in accordance with
applicable provisions of the Arizona Business Corporation Act and the Company's
By-Laws and Articles of Incorporation. Any Awards granted under the Plan prior
to shareholder approval are effective when made (unless the Administrator
specifies otherwise at the time of grant), but no Award may be exercised or
settled and no restrictions relating to any Award may lapse before shareholder
approval. If the shareholders fail to approve the Plan, any Award previously
made shall be automatically canceled without any further act.

SECTION 19.                GOVERNING LAW

         This Plan shall be governed by Arizona law except to the extent such
law is preempted by federal law.

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