Exhibit 10.5
                                              Stock Option and Incentive Plan of
                                                               The Murdock Group
                                                 Career Satisfaction Corporation
[Company Logo Omitted]

1. General

1.1  Purpose.  This  Stock  Option  and  Incentive  Plan (the  "Plan")  has been
established  by  The  Murdock  Group  Career  Satisfaction  Corporation,  a Utah
corporation, ("Company") to:

     o    Attract and retain persons eligible to participate in the Plan;

     o    Motivate  participants in the Plan by means of appropriate  incentives
          to achieve long-range goals;

     o    Provide incentive compensation opportunities that are competitive with
          those of other similar companies;

     o    Closely  associate the interests of the  participants of the Plan with
          those of the Company and its other  shareholders  by  reinforcing  the
          relationship  between  participants'  rewards  and  shareholder  gains
          through  equity  ownership  in the Company and  increased  shareholder
          value.

1.2 Eligibility for Participation. Participants in the Plan shall be selected by
the  Committee,  and awards  under the Plan may be granted by the  Committee  to
directors,  officers  and  employees  of the  Company or any  Subsidiary  of the
Company, and to other individuals such as consultants and non-employee agents of
the Company or a Subsidiary,  whom the Committee believes have made or will make
an  essential  contribution  to the  Company or a  Subsidiary.  Incentive  Stock
Options may only be granted to  executive  officers  and other  employees of the
Company or a  majority-owned  Subsidiary  who occupy  responsible  managerial or
professional  positions,  who  have  the  capability  of  making  a  substantial
contribution to the success of the Company or Subsidiary.  The Committee has the
authority to select  particular  employees  within the eligible group to receive
Awards under the Plan. In making this selection and in  determining  the persons
to whom Awards under the Plan shall be granted and the form and amount of awards
under the Plan,  the Committee  shall  consider any factors  deemed  relevant in
connection with accomplishing the purposes of the Plan,  including the duties of
the respective persons and the value of their present and potential services and
contributions to the success,  profitability and sound growth of the Company.  A
person to whom an Award has been granted is  sometimes  referred to herein as an
"Participant." In the discretion of the Committee,  a Participant may be granted
any Award  permitted  by the Plan and more than one  Award may be  granted  to a
Participant.

1.3  Participating  Companies.  For purposes of the Plan, the term  "Subsidiary"
means any subsidiary of the Company,  and any business venture designated by the
Committee in which the Company has a significant  interest, as determined in the
discretion of the Committee.

1.4  Administration  of the Plan. The operation and  administration of the Plan,
including the Awards made under the Plan,  will be subject to the  provisions of
Section 4 (relating to operation and  administration).  Capitalized terms in the
Plan are defined as set forth in the Plan.

2. Options and SARs 2.1 Definitions. For purposes of this Plan:

     2.1.1The grant of an "Option"  entitles the  Participant to purchase shares
          of  the  Company's   common  stock  ("Stock")  at  an  Exercise  Price
          established by the Committee. Options granted under this Section 2 may
          be either  Incentive Stock Options  ("ISOs"),  the tax consequences of
          which are  intended  to be  governed  by Section  422 of the  Internal
          Revenue Code, as amended,  (the "Code") or Non-Qualified Stock Options
          ("NQOs"), as determined in the discretion of the Committee.

     2.1.2An SAR  entitles  the  Participant  to  receive,  in cash or Stock (as
          determined  in accordance  with  subsection  2.5),  value equal to (or
          otherwise  based on) the  excess of:  (a) the Fair  Market  Value of a
          specified number of shares of Stock at the time of exercise;  over (b)
          an Exercise Price established by the Committee.

2.2 Exercise Price. The Exercise Price of each Option and SAR granted under this
Plan will be  established  by the  Committee or will be  determined  by a method
established  by the  Committee at the time the Option or SAR is granted;  except
that the Exercise  Price shall not be less than 100% of the Fair Market Value of
a share of Stock on the date of grant, unless the Committee shall determine,  in
its sole discretion,  that there are circumstances  which reasonably justify the
establishment of a lower Exercise Price.

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2.3 Term and Exercise.  An Option and an SAR shall be  exercisable in accordance
with such terms and  conditions and during such periods as may be established by
the Committee.

2.4 Manner of Payment.  The payment of the Exercise  Price of an Option  granted
under this Plan will be subject to the following:

     2.4.1Subject  to the  following  provisions  of this  subsection,  the full
          Exercise Price for shares of Stock  purchased upon the exercise of any
          Option shall be paid at the time of such exercise (except that, in the
          case  of  an  exercise  arrangement  approved  by  the  Committee  and
          described  in  paragraph  2.4.3,  payment  may  be  made  as  soon  as
          practicable after the exercise).

     2.4.2The  Exercise  Price  shall be  payable  in cash or by  tendering,  by
          either actual  delivery of shares or by  attestation,  shares of Stock
          acceptable to the Committee, and valued at Fair Market Value as of the
          day of exercise,  or in any combination  thereof, as determined by the
          Committee.

     2.4.3The Committee  may permit a  Participant  to elect to pay the Exercise
          Price upon the  exercise  of an Option by  irrevocably  authorizing  a
          third  party to sell shares of Stock (or a  sufficient  portion of the
          shares)  acquired upon exercise of the Option and remit to the Company
          a sufficient  portion of the sale proceeds to pay the entire  Exercise
          Price  and  any  tax   withholding   resulting   from  such  exercise.
          Notwithstanding the foregoing, the ability of a Participant to pay the
          Exercise  Price in the manner  provided  under this Section  2.4.3 and
          Section  2.4.2 by  delivery  of shares  of Stock  will be  limited  by
          application  of  Federal  and state  securities  laws,  including  the
          registration requirements of the Securities Act of 1933, as amended.

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

2.6 Reload  Option  Amendment.  Each Award shall state whether the Committee has
authorized  Reload  Options  with  respect to the  underlying  Option.  Upon the
exercise of an underlying Option or other Reload Option,  the Reload Option will
be evidenced by an amendment to the underlying Award.

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

2.8 Term and Exercise. The term of each Reload Option shall be equivalent to the
remaining term of the underlying Option.

2.9 Termination of Employment.  No additional Reload Options shall be granted to
a Participant  when Options and/or Reload Options are exercised  pursuant to the
terms of this Plan following termination of the Participant's employment.

2.10 Settlement of Award.  Shares of Stock delivered pursuant to the exercise of
an  Option  or SAR  shall  be  subject  to  such  conditions,  restrictions  and
contingencies as the Committee may establish in the applicable award. Settlement
of SARs may be made in shares of Stock (valued at their Fair Market Value at the
time of exercise),  in cash, or in a combination  thereof,  as determined in the
discretion of the Committee.  The Committee, in its discretion,  may impose such
conditions,  restrictions  and  contingencies  with  respect  to shares of Stock
acquired  pursuant  to the  exercise  of an  Option  or an SAR as the  Committee
determines to be desirable.

3. Other Stock  Awards

3.1 Definitions. For purposes of this Plan:

     3.1.1A "Stock  Unit"  Award is the  grant of a right to  receive  shares of
          Stock in the future;

     3.1.2A  "Performance  Share" Award is a grant of a right to receive  shares
          of Stock or Stock  Units which is  contingent  on the  achievement  of
          performance or other objectives during a specified period;

     3.1.3A  "Restricted  Stock"  Award is a grant  of  shares  of  Stock  and a
          "Restricted  Stock  Unit"  Award is the  grant  of a right to  receive
          shares of Stock in the  future,  with such shares of Stock or right to
          future  delivery  of  such  shares  of  Stock  subject  to a  risk  of
          forfeiture or other  restrictions that will lapse upon the achievement

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          of  one or  more  goals  relating  to  completion  of  service  by the
          Participant,  or achievement of  performance or other  objectives,  as
          determined by the Committee.

3.2 Restrictions on Stock Awards. Each Stock Unit Award, Restricted Stock Award,
Restricted Stock Unit Award and Performance  Share Award under this Plan will be
subject to the following:

     3.2.1Any such Award shall be subject to such  conditions,  restrictions and
          contingencies as the Committee shall determine.

     3.2.2The Committee  may  designate  whether any such Award being granted to
          any Participant is intended to be "performance-based  compensation" as
          that  term is used in  Section  162(m) of the  Code.  Any such  Awards
          designated as intended to be "performance-based compensation" shall be
          conditioned upon the achievement of one or more Performance  Measures.
          The  Performance  Measures  that may be used by the Committee for such
          Awards shall be based on any one or more of the following, as selected
          by  the  Committee:  (i)  achievement  of  development  milestones  or
          specific goals related to the  Participant's  role within the Company;
          (ii)  the  experience,  education  and  particular  expertise  of  the
          Participant in the context of his or her role within the Company;  and
          (iii) specific  Measures  identified by the Committee and made part of
          the grant of the Award to such Participant.  For Awards intended to be
          "performance-based  compensation,"  the  grant of the  Awards  and the
          establishment  of the  Performance  Measures  shall be made during the
          period required under Code Section 162(m).

4. Operation and Administration

4.1 Effective Date.  Subject to the approval of the  shareholders of the Company
at the  Company's  1999 annual  meeting of its  shareholders,  the Plan shall be
effective as of July 1, 1999 (the "Effective Date"); provided,  however, that to
the extent that Awards are granted  under the Plan prior to its  approval by the
shareholders,  the Awards  shall be  contingent  on  approval of the Plan by the
shareholders  of the Company at such annual  meeting or an  intervening  special
meeting at which a vote is taken as to approval  of the Plan.  The Plan shall be
unlimited  in duration  and, in the event of Plan  termination,  shall remain in
effect as long as any Awards under it are outstanding;  provided, however, that,
to the extent  required by the Code,  no ISO may be granted  under the Plan on a
date that is more than ten years from the date the Plan is adopted or, if later,
the date the Plan is approved by shareholders.

4.2 Shares  Subject to Plan. The shares of Stock for which Awards may be granted
under the Plan shall be subject to the following:

     4.2.1Subject  to the  following  provisions  of this  subsection  4.2,  the
          maximum   number  of  shares  of  Stock  that  may  be   delivered  to
          Participants and their beneficiaries under the Plan shall be 5,000,000
          shares  of Stock;  however,  the Board  may  increase  such  number of
          shares,  but  not in any  event  without  shareholder  approval  of an
          increase  that would  result in the number of shares  available in the
          aggregate  for  Awards  under  the  Plan  exceeding  10% of the  total
          authorized common shares of the Company.

     4.2.2To the  extent  any  shares  of  Stock  covered  by an  Award  are not
          delivered  to a  Participant  or  beneficiary  because  the  Award  is
          forfeited  or  canceled,  or the  shares  of Stock  are not  delivered
          because the Award is settled in cash or used to satisfy the applicable
          tax  withholding  obligation,  such  shares will not be deemed to have
          been  delivered  for  purposes of  determining  the maximum  number of
          shares of Stock available for delivery under the Plan.

     4.2.3If the  Exercise  Price  of any  Option  granted  under  the  Plan  is
          satisfied  by  tendering  shares of Stock to the  Company  (by  actual
          delivery or by attestation), only the number of shares of Stock issued
          net of the  shares of Stock  tendered  shall be deemed  delivered  for
          purposes  of  determining  the  maximum  number  of  shares  of  Stock
          available for delivery under the Plan.

     4.2.4 The following additional maximums are imposed under the Plan:

          (a)  The  maximum  number  of  shares  that may be  covered  by Awards
               granted to any one individual  pursuant to Section 2 (relating to
               Options and SARs)  shall be 600,000  shares  during any  calendar
               year.

          (b)  No more than 400,000 shares of Stock may be subject to Stock Unit
               Awards, Restricted Stock Awards, Restricted Stock Unit Awards and
               Performance    Share    Awards   that   are    intended   to   be
               "performance-based  compensation"  (as  that  term  is  used  for

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               purposes of Code Section  162(m))  granted to any one  individual
               during  any  one-calendar-year  period  (regardless  of when such
               shares are deliverable).

          (c)  In the event of a  corporate  transaction  involving  the Company
               (including,  without limitation, any stock dividend, stock split,
               extraordinary  cash dividend,  recapitalization,  reorganization,
               merger,  consolidation,   split-up,  spin-  off,  combination  or
               exchange of shares),  the Committee may adjust Awards to preserve
               the benefits or potential  benefits of the Awards.  Action by the
               Committee  may include (i)  adjustment  of the number and kind of
               shares which may be delivered  under the Plan; (ii) adjustment of
               the number  and kind of shares  subject  to  outstanding  Awards;
               (iii) adjustment of the Exercise Price of outstanding Options and
               SARs;  and  (iv)  any  other   adjustments   that  the  Committee
               determines to be equitable.

4.3 General Restrictions. Delivery of shares of Stock or other amounts under the
Plan shall be subject to the following:

     4.3.1Notwithstanding  any other  provision of the Plan,  the Company  shall
          have no  liability  to deliver  any shares of Stock  under the Plan or
          make any other  distribution  of  benefits  under the Plan unless such
          delivery  or  distribution  would  comply  with  all  applicable  laws
          (including, without limitation, the requirements of the Securities Act
          of  1933,  as  amended),  and  the  applicable   requirements  of  any
          securities exchange or similar entity.

     4.3.2To  the  extent  that  the  Plan   provides   for  issuance  of  stock
          certificates to reflect the issuance of shares of Stock,  the issuance
          may  be  effected  on a  non-certificated  basis,  to the  extent  not
          prohibited  by  applicable  law or the  applicable  rules of any stock
          exchange.

4.4 Tax Withholding. All distributions under the Plan are subject to withholding
of all  applicable  taxes,  and the  Committee may condition the delivery of any
shares  or other  benefits  under  the Plan on  satisfaction  of the  applicable
withholding obligations.  The Committee, in its discretion,  and subject to such
requirements  as the  Committee  may  impose  prior  to the  occurrence  of such
withholding,  may permit such  withholding  obligations to be satisfied  through
cash payment by the Participant,  through the surrender of shares of Stock which
the  Participant  already  owns,  or through the surrender of shares of Stock to
which the Participant is otherwise entitled under the Plan.

4.5 Use of Shares.  Subject to the overall limitation on the number of shares of
Stock that may be delivered  under the Plan,  the  Committee  may use  available
shares of Stock as the form of payment for compensation, grants or rights earned
or due under any other  compensation  plans or  arrangements of the Company or a
Subsidiary,  including the plans and arrangements of the Company or a Subsidiary
assumed in business combinations.

4.6 Dividends and Dividend  Equivalents.  An Award (including without limitation
an Option or SAR Award) may  provide the  Participant  with the right to receive
dividend payments or dividend  equivalent payments with respect to Stock subject
to the Award  (both  before and after the Stock  subject to the Award is earned,
vested, or acquired), which payments may be either made currently or credited to
an  account  for the  Participant,  and may be  settled  in  cash  or  Stock  as
determined by the  Committee.  Any such  settlements,  and any such crediting of
dividends or dividend  equivalents or  reinvestment  in shares of Stock,  may be
subject to such  conditions,  restrictions  and  contingencies  as the Committee
shall  establish,  including the  reinvestment of such credited amounts in Stock
equivalents.

4.7  Payments.  Awards may be settled  through  cash  payments,  the delivery of
shares of Stock, the granting of replacement  Awards, or combination  thereof as
the  Committee  shall  determine.   Any  Award  settlement,   including  payment
deferrals, may be subject to such conditions,  restrictions and contingencies as
the Committee shall determine.  The Committee may permit or require the deferral
of any Award payment,  subject to such rules and procedures as it may establish,
which may  include  provisions  for the payment or  crediting  of  interest,  or
dividend  equivalents,  including  converting  such credits into deferred  Stock
equivalents.  Each Subsidiary  shall be liable for payment of cash due under the
Plan with  respect to any  Participant  to the  extent  that such  benefits  are
attributable to the services  rendered for that  Subsidiary by the  Participant.
Any disputes  relating to liability of a Subsidiary  for cash payments  shall be
resolved by the Committee.

4.8 Transferability. Except as otherwise provided by the Committee, Awards under
the Plan are not transferable except as designated by the Participant by will or
by the laws of descent and distribution.

4.9 Form and Time of Elections. Unless otherwise specified herein, each election
required or permitted to be made by any  Participant or other person entitled to
benefits under the Plan, and any permitted modification,  or revocation thereof,

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shall be in writing  filed with the Committee at such times,  in such form,  and
subject to such restrictions and limitations, not inconsistent with the terms of
the Plan, as the Committee shall require.

4.10  Restrictions  Imposed  by the  Company.  An Award  under the Plan shall be
subject to such terms and  conditions,  not  inconsistent  with the Plan, as the
Committee shall, in its sole discretion,  prescribe. The terms and conditions of
any Award to any Participant shall be reflected in such form of written document
as is determined by the Committee.  A copy of such document shall be provided to
the  Participant,  and  the  Committee  may,  but  need  not  require  that  the
Participant shall sign a copy of such document.  Such document is referred to in
the Plan as an  "Award"  regardless  of whether  any  Participant  signature  is
required.

4.11 Action by Company or  Subsidiary.  Any action  required or  permitted to be
taken by the Company or any Subsidiary  shall be by resolution of its Board,  or
by action of one or more  members of the Board  (including  a  committee  of the
Board) who are duly  authorized  to act for the Board,  or (except to the extent
prohibited by applicable  law or  applicable  rules of any stock  exchange) by a
duly authorized officer of such company.

4.12 Gender and  Number.  Where the context  admits,  words in any gender  shall
include any other gender, words in the singular shall include the plural and the
plural shall include the singular.

4.13 Limitation of Implied Rights.

     4.13.1  Neither a  Participant  nor any other  person  shall,  by reason of
          participation  in the Plan,  acquire any right or title to any assets,
          funds  or  property  of  the  Company  or any  Subsidiary  whatsoever,
          including,  without limitation,  any specific funds,  assets, or other
          property  which  the  Company  or  any   Subsidiary,   in  their  sole
          discretion,  may set aside in  anticipation  of a liability  under the
          Plan. A Participant  shall have only a contractual  right to the Stock
          or amounts, if any, payable under the Plan, unsecured by any assets of
          the Company or any Subsidiary, and nothing contained in the Plan shall
          constitute  a  guarantee  that  the  assets  of  the  Company  or  any
          Subsidiary shall be sufficient to pay any benefits to any person.

     4.13.2 The Plan does not constitute a contract of employment, and selection
          as a Participant will not give any participating employee the right to
          be retained in the employ of the  Company or any  Subsidiary,  nor any
          right or claim to any  benefit  under the Plan,  unless  such right or
          claim has specifically  accrued under the terms of the Plan. Except as
          otherwise  provided in the Plan,  no Award under the Plan shall confer
          upon the holder  thereof  any rights as a  shareholder  of the Company
          prior to the date on which the individual  fulfills all conditions for
          receipt of such rights.

4.14 Evidence. Evidence required of anyone under the Plan may be by certificate,
affidavit, document or other information which the person acting on it considers
pertinent  and  reliable,  and signed,  made or presented by the proper party or
parties.

4.15 Vesting of Rights.  The vesting of rights  granted  under this Plan may, in
the  discretion  of the  Committee,  be  made  dependant  upon  a  Participant's
continued employment by the Company or a Subsidiary.

4.16 Effect of Change in Control.  Except as  otherwise  provided in the Plan or
the Award  reflecting the applicable  Award,  upon the occurrence of a Change in
Control:

     4.16.1 All outstanding  Options (regardless of whether in tandem with SARs)
          shall become fully exercisable.

     4.16.2 All outstanding  SARs (regardless of whether in tandem with Options)
          shall become fully exercisable.

     4.16.3 All Stock Units,  Restricted  Stock,  Restricted  Stock  Units,  and
          Performance Shares shall become fully vested.

4.17  Definition.  For purposes of the Plan,  the term "Change in Control" shall
mean a change in the  beneficial  ownership of the  Company's  voting Stock or a
change in the composition of the Board of the Company which occurs as follows:

     4.17.1 Any "Person" (as such term is used in Section  13(d) and 14(d)(2) of
          the Securities  Exchange Act of 1934, as amended  ("Exchange Act")) is
          or becomes a beneficial owner, directly or indirectly, of Stock of the
          Company  representing  30% or more of the  total  voting  power of the
          Company's then outstanding Stock.

     4.17.2 A tender  offer (for which a filing has been made with the SEC which
          purports  to comply  with the  requirements  of  Section  14(d) of the
          Exchange Act and the corresponding SEC rules) is made for the Stock of
          the  Company.  In case of such a tender  offer,  the Change in Control
          will be  deemed  to have  occurred  upon the first to occur of (i) any

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          time during the tender offer when the Person  making the offer owns or
          has accepted for payment  Stock of the Company with 30% or more of the
          total voting power of the  Company's  outstanding  Stock or (ii) three
          business  days  before the offer is to  terminate  unless the offer is
          withdrawn  first,  if the Person  making the offer  could own,  by the
          terms of the offer plus any shares  owned by this  Person,  Stock with
          30% or more of the total  voting  power of the  Company's  outstanding
          Stock when the offer terminates.

     4.17.3 Individuals who were the Board's  nominees for election as directors
          of the Company  immediately  prior to a meeting of the shareholders of
          the Company  involving a contest for the election of  directors  shall
          not constitute a majority of the Board following the election.

5. Committee

5.1  Administration.  The  authority  to control  and manage the  operation  and
administration of the Plan shall be vested in a committee (the "Committee"). The
Committee shall be selected by the Board of the Company and shall consist solely
of two or more  members  of the  Board  who may or may not be  employees  of the
Company.  If the Committee does not exist, or for any other reason determined by
the Board,  the Board may take any action under the Plan that would otherwise be
the responsibility of the Committee.

5.2 Powers of Committee.  The  Committee's  administration  of the Plan shall be
subject to the following:

     5.2.1Subject  to the  Plan,  the  Committee  will  have the  authority  and
          discretion to select from among the Eligible  Employees  those persons
          who shall receive  Awards,  to determine the time or times of receipt,
          to determine  the types of Awards and the number of shares  covered by
          the Awards, to establish the terms, conditions,  performance criteria,
          restrictions, and other provisions of such Awards, and (subject to the
          restrictions imposed by Section 6) to cancel or suspend Awards.

     5.2.2To the extent  that the  Committee  determines  that the  restrictions
          imposed by the Plan preclude the achievement of the material  purposes
          of  the  Awards  in  jurisdictions  outside  the  United  States,  the
          Committee  will have the  authority  and  discretion  to modify  those
          restrictions   as  the   Committee   determines  to  be  necessary  or
          appropriate  to conform to  applicable  requirements  or  practices of
          jurisdictions outside of the United States.

     5.2.3The Committee  will have the authority and discretion to interpret the
          Plan,  to  establish,  amend,  and rescind  any rules and  regulations
          relating to the Plan,  to determine  the terms and  provisions  of any
          Award made pursuant to the Plan, and to make all other  determinations
          that may be necessary or advisable for the administration of the Plan.

     5.2.4Any  interpretation of the Plan by the Committee and any decision made
          by it under the Plan is final and binding on all persons.

     5.2.5In controlling  and managing the operation and  administration  of the
          Plan, the Committee shall take action in a manner that conforms to the
          articles and bylaws of the Company,  and  applicable  state  corporate
          law.

5.3 Delegation by Committee.  Except to the extent  prohibited by applicable law
or the applicable  rules of a stock exchange,  the Committee may allocate all or
any portion of its responsibilities and powers to any one or more of its members
and may  delegate  all or any part of its  responsibilities  and  powers  to any
person or persons  selected  by it. Any such  allocation  or  delegation  may be
revoked by the Committee at any time.

5.4 Information to be Furnished to Committee. The Company and Subsidiaries shall
furnish the Committee  with such data and  information  as it determines  may be
required  for it to  discharge  its  duties.  The  records  of the  Company  and
Subsidiaries  as to an employee's or  Participant's  employment,  termination of
employment, leave of absence,  reemployment and compensation shall be conclusive
on all persons unless determined to be incorrect. Participants and other persons
entitled to benefits  under the Plan must furnish the Committee  such  evidence,
data or information as the Committee  considers desirable to carry out the terms
of the Plan.

6. Amendment and Termination The Board may, at any time,  amend or terminate the
Plan,  provided that no amendment or termination  may, in the absence of written
consent to the change by the affected Participant (or, if the Participant is not
then  living,  the  affected  beneficiary),  adversely  affect the rights of any
Participant or  beneficiary  under any Award granted under the Plan prior to the
date such amendment is adopted by the Board;  provided that  adjustments made by
the Committee shall not be subject to the foregoing  limitations of this Section
6.
<PAGE>

7. Defined  Terms In addition to the other  definitions  contained  herein,  the
following definitions shall apply:

7.1 "Award" shall mean any award or benefit  granted under the Plan,  including,
without limitation,  the grant of Options,  SARs, Stock Unit Awards,  Restricted
Stock Awards, Restricted Stock Unit Awards and Performance Share Awards.

7.2 "Board" shall mean the Board of Directors of the Company.

7.3 "Change of Control"  shall mean the  acquisition  of thirty percent (30%) or
more of the voting shares of the Company or a Subsidiary by a single shareholder
or group of  shareholders  under common  control after the adoption date of this
Plan.

7.4 "Code" shall mean the Internal Revenue Code of 1986, as amended. A reference
to any provision of the Code shall include reference to any successor  provision
of the Code.

7.5  "Disability" is deemed to occur during the period in which a Participant is
unable, by reason of a medically determinable physical or mental impairment,  to
engage in any substantial gainful activity, which condition, in the opinion of a
physician selected by the Committee,  is expected to have a duration of not less
than 120 days.

7.6 "Eligible  Employee" shall mean any employee of the Company or a Subsidiary.
An Award may be granted to an employee, in connection with hiring,  retention or
otherwise,  prior to the date  the  employee  first  performs  services  for the
Company or the  Subsidiaries,  provided  that such Award shall not become vested
prior to the date the employee first performs such services.

7.7  "Fair  Market  Value" of a share of Stock  under the Plan,  as of any date,
shall be determined as follows:

     7.7.1If the  principal  market  for  the  Stock  is a  national  securities
          exchange or the Nasdaq Stock  Market  (including  the Nasdaq  SmallCap
          Market),  then  "Fair  Market  Value" as of that date will be the mean
          between  the lowest and highest  reported  sale prices of the Stock on
          that date on the principal  exchange on which the Stock is then listed
          or admitted to trading.

     7.7.2If sale prices are not  available or if the  principal  market for the
          Stock  is not a  national  securities  exchange  and the  Stock is not
          quoted on the Nasdaq Stock Market, the average between the highest bid
          and lowest  asked  prices for the Stock on such day as reported on the
          Nasdaq  OTC  Electronic  Bulletin  Board  Service  or by the  National
          Quotation Bureau, Incorporated, or a comparable service.

     7.7.3If the day is not a business  day,  the Fair Market Value of the Stock
          will  be  determined  as  of  the  last  preceding  business  day.  If
          paragraphs 7.7.1 and 7.7.2 are otherwise  inapplicable,  then the Fair
          Market  Value of the Stock  shall be  determined  in good faith by the
          Committee.

7.8  "Retirement" of a Participant  shall mean the occurrence of a Participant's
Date of  Termination  after  completing  at  least  five  years of  service  and
attaining age 65.

7.9 "Subsidiary" means any company during any period in which it is a subsidiary
corporation  as that term is defined in Code section  424(f) with respect to the
Company.

7.10 "Stock" means shares of the Company's common stock.

8. Miscellaneous

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

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

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

8.4 Effects of Headings.  The Section and Subsection  headings  contained herein
are for convenience only and shall not affect the construction hereof.
<PAGE>


                                Adopted by resolution of the Board of Directors,
                                effective the 1st day of July 1999.
                                The Company


                                By: /s/
                                   ---------------------------------------------
                                Authorized Officer