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                                                      Exhibit 4.2

                    RENAISSANCE HOLDINGS, INC.

                    1997 STOCK INCENTIVE PLAN


     1.   Purpose.  The purpose of this 1997 Stock Incentive Plan
(the "Plan") is to enable Renaissance Holdings, Inc., an Oregon
corporation (the "Company") to attract and retain the services of
(1) selected employees, officers and directors of the Company or
of any subsidiary of the Company and (2) selected nonemployee
agents, consultants, advisors  and independent contractors of the
Company or any subsidiary.

     2.   Shares Subject to the Plan.  Subject to adjustment as
provided below and in Section 7, the shares to be offered under
the Plan shall consist of Common Stock of the Company, and the
total number of shares of Common Stock that may be issued under
the Plan shall not exceed 850,000 shares.  The shares issued
under the Plan may be authorized and unissued shares or
reacquired shares.  If an option granted under the Plan expires,
terminates or is canceled, the unissued shares subject to such
option shall again be available under the Plan.

     3.   Effective Date and Duration of Plan.

          (a)  Effective Date.  The Plan shall become effective
as of August 11, 1997.  No option granted under the Plan shall
become exercisable, however, until the Plan is approved by the
affirmative vote of the holders of a majority of the shares of
Common Stock represented at a shareholders meeting at which a
quorum is present and any such awards under the Plan prior to
such approval shall be conditioned on and subject to such
approval.  Subject to this limitation, options may be granted and
shares may be awarded as bonuses or sold under the Plan at any
time after the effective date and before termination of the Plan.

          (b)  Duration.  The Plan shall continue in effect until
all shares available for issuance under the Plan have been issued
and all restrictions on such shares have lapsed.  The Board of
Directors may suspend or terminate the Plan at any time except
with respect to options subject to restrictions then outstanding
under the Plan.  Termination shall not affect any outstanding
options, any right of the Company to repurchase shares or the
forfeitability of shares issued under the Plan.

     4.   Administration.

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


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          (b)  Committee.  The Board of Directors may delegate to
a committee of the Board of Directors or specified officers of
the Company, or both (the "Committee") any or all authority for
administration of the Plan.  If authority is delegated to a
Committee, all references to the Board of Directors in the Plan
shall mean and relate to the Committee except (i) as otherwise
provided by the Board of Directors and (ii) that only the Board
of Directors may amend or terminate the Plan as provided in
Sections 3 and 8.

     5.   Types of Awards; Eligibility.  The Board of Directors
may, from time to time, take the following actions, separately or
in combination, under the Plan:  (i) grant Incentive Stock
Options, as defined in Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code"), as provided in Sections 6(a)
and 6(b);  (ii) grant options other than Incentive Stock Options
("Non-Statutory Stock Options") as provided in Sections 6(a) and
6(c); and (iii) issue shares of Common Stock as compensation or
for such other consideration as the Board of Directors shall deem
appropriate.  Any such awards may be made to employees, including
employees who are officers or directors, and to other individuals
described in Section 1 who the Board of Directors believes have
made or will make an important contribution to the Company or any
subsidiary of the Company; provided, however, that only employees
of the Company shall be eligible to receive Incentive Stock
Options under the Plan.  The Board of Directors shall select the
individuals to whom awards shall be made and shall specify the
action taken with respect to each individual to whom an award is
made.  At the discretion of the Board of Directors, an individual
may be given an election to surrender an award in exchange for
the grant of a new award.

     6.   Option Grants.

          (a)  General Rules Relating to Options.

               (i)  Terms of Grant.  The Board of Directors may
     grant options under the Plan.  With respect to each option
     grant, the Board of Directors shall determine the number of
     shares subject to the option, the option price, the period
     of the option, the time or times at which the option may be
     exercised and whether the option is an Incentive Stock
     Option or a Non-Statutory Stock Option.

               (ii)  Exercise of Options.  Except as provided in
     Section 6(a)(iv) or as determined by the Board of Directors,
     no option granted under the Plan may be exercised unless at
     the time of such exercise the optionee is employed by or in
     the service of the Company or any subsidiary of the Company
     and shall have been so employed or provided such service
     continuously since the date such option was granted.
     Absence on leave or on account of illness or disability, as
     described in 6(a)(iv)(A), shall not, however, be deemed an
     interruption of employment or service for this purpose,
     provided the optionee was employed or in the service of the
     Company or any subsidiary of the Company on the day one year
     before the date on which the option is exercised.  Unless
     otherwise determined by the Board of Directors, vesting of
     options shall not continue during an absence on leave
     (including an extended illness) or on account of disability.
     Except as provided in Sections 6(a)(iv) and 9, options
     granted under the Plan may be exercised from time to time
     over the period stated in each option in such amounts and at
     such times as shall be prescribed by the Board of Directors,
     provided that options shall not be exercised for fractional
     shares.  Unless otherwise determined by the Board of
     Directors, if the optionee does not exercise an option in
     any one year with respect to the full number of shares to
     which the optionee is entitled in that year, the optionee's
     rights shall be cumulative and the optionee may purchase
     those shares in any subsequent year during the term of the
     option.

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               (iii)  Nontransferability.  Each Incentive Stock
     Option and, unless otherwise determined by the Board of
     Directors, each other option granted under the Plan by its
     terms shall be nonassignable and nontransferable by the
     optionee, either voluntarily or by operation of law, except
     by will or by the laws of descent and distribution of the
     state or country of the optionee's domicile at the time of
     death.

               (iv)  Termination of Employment or Service.

                         (A)  General Rule.  Unless otherwise
          determined by the Board of Directors, in the event the
          employment or service of the optionee with the Company
          or a subsidiary terminates for any reason other than
          because of physical disability or death as provided in
          subsections 6(a)(iv)(B) and (C), the option may be
          exercised at any time prior to the expiration date of
          the option or the expiration of 90 days after the date
          of such termination, whichever is the shorter period,
          but only if and to the extent the optionee was entitled
          to exercise the option at the date of such termination.

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

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

                         (D)  Amendment of Exercise Period
          Applicable to Termination.  The Board of Directors, at
          the time of grant or, with respect to an option that is
          not an Incentive Stock Option, at any time thereafter,
          may extend the 90-day and 12-month exercise periods any
          length of time not longer than the original expiration
          date of the option, and may increase the portion of an
          option that is exercisable, subject to such terms and
          conditions as the Board of Directors may determine.


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

               (v)  Purchase of Shares.  Unless the Board of
     Directors determines otherwise, shares may be acquired
     pursuant to an option granted under the Plan only upon
     receipt by the Company of notice in writing from the
     optionee of the optionee's intention to exercise, specifying
     the number of shares as to which the optionee desires to
     exercise the option and the date on which the optionee
     desires to complete the transaction, and if required in
     order to comply with the Securities Act of 1933, as amended,
     containing a representation that it is the optionee's
     present intention to acquire the shares for investment and
     not with a view to distribution.  Unless the Board of
     Directors determines otherwise, on or before the date
     specified for completion of the purchase of shares pursuant
     to an option, the optionee must have paid the Company the
     full purchase price of such shares in cash or, with the
     consent of the Board of Directors, in whole or in part, in
     Common Stock of the Company valued at fair market value and
     other forms of consideration.  The Board of Directors shall
     make a good faith determination of the fair market value of
     Common Stock provided in payment of the purchase price.  If
     the Common Stock of the Company is not publicly traded on
     the date the option is exercised, the Board of Directors may
     consider any valuation methods it deems appropriate and may,
     but is not required to, obtain one or more independent
     appraisals of the Company.  If the Common Stock of the
     Company is publicly traded on the date the option is
     exercised, the fair market value of Common Stock provided in
     payment of the purchase price shall be the closing price of
     the Common Stock as reported in The Wall Street Journal on
     the last trading day preceding the date the option is
     exercised, or such other reported value of the Common Stock
     as shall be specified by the Board of Directors.  No shares
     shall be issued until full payment for the shares has been
     made.  With the consent of the Board of Directors (which, in
     the case of an Incentive Stock Option, shall be given only
     at the time of option grant), an optionee may request the
     Company to apply automatically the shares to be received
     upon the exercise of a portion of a stock option (even
     though stock certificates have not yet been issued) to
     satisfy the purchase price for additional portions of the
     option.  Each optionee who has exercised an option shall
     immediately upon notification of the amount due, if any, pay
     to the Company in cash amounts necessary to satisfy any
     applicable federal, state and local tax withholding
     requirements.  If additional withholding is or becomes
     required beyond any amount deposited before delivery of the
     certificates, the optionee shall pay such amount to the
     Company on demand.  If the optionee fails to pay the amount
     demanded, the Company may withhold that amount from other
     amounts payable by the Company to the optionee, including
     salary, subject to applicable law.  With the consent of the
     Board of Directors an optionee may satisfy this obligation,
     in whole or in part, by having the Company withhold from the
     shares to be issued upon the exercise that number of shares
     that would satisfy the withholding amount due or by
     delivering to the Company Common Stock to satisfy the
     withholding amount.  Upon the exercise of an option, the
     number of shares reserved for issuance under the Plan shall
     be reduced by the number of shares issued upon exercise of
     the option.

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

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

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

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

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

               (v)  Limitation on Time of Grant.  No Incentive
     Stock Option shall be granted on or after the tenth
     anniversary of the date of the last action by the Board of
     Directors approving an increase in the number of shares
     available for issuance under the Plan, which action was
     subsequently approved within 12 months by the shareholders.

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

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

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

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

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     7.   Changes in Capital Structure.

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

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

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

               (ii)  Outstanding options ("old options") shall be
     converted into options ("new options") to purchase stock in
     the corporation that is the surviving or acquiring
     corporation in the Transaction.  The amount, type of
     securities subject thereto and exercise price of the old
     options shall be determined by the Board of Directors of the
     Company, taking into account the relative values of the
     companies involved in the Transaction and the exchange rate,
     if any, used in determining shares of the surviving
     corporation to be issued to holders of shares of the
     Company.  However, with respect to an incentive stock
     option, the excess of the fair market value of the stock
     subject to the option over the option price before the
     conversion shall equal or exceed such excess after the
     conversion, and the new option shall not give the holder
     additional benefits that were not available under the old
     option.  The Board of Directors shall make a good faith
     determination of the fair market value of the stock subject
     to the old option and the stock subject to the new option.
     Unless otherwise determined by the Board of Directors, the
     old options shall be vested only to the extent that the
     vesting requirements relating to options granted hereunder
     have been satisfied.

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

          (c)  Dissolution of the Company.  In the event of the
dissolution of the Company, options shall be treated in
accordance with Section 7(b)(iii).

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

     8.   Amendment of Plan.  The Board of Directors may at any
time, and from time to time, modify or amend the Plan in such
respects as it shall deem advisable because of changes in the law
while the Plan is in effect or for any other reason.  Except as
provided in Sections 6(a)(iv) and 7, however, no change in an
award already granted shall be made without the written consent
of the holder of such award.

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

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

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

     12.  Stock Bonuses.  The Board of Directors may award shares
under the Plan as stock bonuses.  Shares awarded as a bonus shall
be subject to the terms, conditions, and restrictions determined
by the Board of Directors.  The restrictions may include
restrictions concerning transferability and forfeiture of the
shares awarded, together with such other restrictions as may be
determined by the Board of Directors.  If shares are subject to
forfeiture, all dividends or other distributions paid by the
Company with respect to the shares shall be retained by the
Company until the shares are no longer subject to forfeiture, at
which time all accumulated amounts shall be paid to the
recipient.  The Board of Directors may require the recipient to
sign an agreement as a condition of the award, but may not
require the recipient to pay any monetary consideration other
than amounts necessary to satisfy tax withholding requirements.
The agreement may contain any terms, conditions, restrictions,
representations and warranties required by the Board of
Directors.  The certificates representing the shares awarded
shall bear any legends required by the Board of Directors.   The
Company may require any recipient of a stock bonus to pay to the
Company in cash upon demand amounts necessary to satisfy any
applicable federal, state or local tax withholding requirements.

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If the recipient fails to pay the amount demanded, the Company
may withhold that amount from other amounts payable by the
Company to the recipient, including salary or fees for services,
subject to applicable law.  With the consent of the Board of
Directors, a recipient may deliver Common Stock to the Company to
satisfy this withholding obligation.  Upon the issuance of a
stock bonus, the number of shares reserved for issuance under the
Plan shall be reduced by the number of shares issued.

     13.  Restricted Stock.  The Board of Directors may issue
shares under the Plan for such consideration (including
promissory notes and services) as determined by the Board of
Directors.  Shares issued under the Plan shall be subject to the
terms, conditions and restrictions determined by the Board of
Directors.  The restrictions may include restrictions concerning
transferability, repurchase by the Company and forfeiture of the
shares issued, together with such other restrictions as may be
determined by the Board of Directors.  If shares are subject to
forfeiture or repurchase by the Company, all dividends or other
distributions paid by the Company with respect to the shares
shall be retained by the Company until the shares are no longer
subject to forfeiture or repurchase, at which time all
accumulated amounts shall be paid to the recipient.  All Common
Stock issued pursuant to this paragraph 13 shall be subject to a
purchase agreement, which shall be executed by the Company and
the prospective recipient of the shares prior to the delivery of
certificates representing such shares to the recipient.  The
purchase agreement may contain any terms, conditions,
restrictions, representations and warranties required by the
Board of Directors.  The certificates representing the shares
shall bear any legends required by the Board of Directors.  The
Company may require any purchaser of restricted stock to pay to
the Company in cash upon demand amounts necessary to satisfy any
applicable federal, state or local tax withholding requirements.
If the purchaser fails to pay the amount demanded, the Company
may withhold that amount from other amounts payable by the
Company to the purchaser, including salary, subject to applicable
law.  With the consent of the Board of Directors, a purchaser may
deliver Common Stock to the Company to satisfy this withholding
obligation.  Upon the issuance of restricted stock, the number of
shares reserved for issuance under the Plan shall be reduced by
the number of shares issued.

     14.  Stock Appreciation Rights.

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

     b.     Exercise.

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


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

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

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

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

         vi.     Nontrasferabilty.  Each stock appreciation right granted
               in connection with an Incentive Stock Option, and unless
               otherwise determined by the Board of Directors , each other
               stock appreciation right granted under the Plan by its
               terms shall be nonassignable and nontransferable by the
               holder, either voluntarily or by operation of law, except
               by will or by the laws of descent and distribution of the
               state or country of the holder's domicile at the time of
               death, and each stock appreciation right by its terms shall
               be exercisable during the holder's lifetime only by the
               holder.

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

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

     Adopted:  August 11, 1997