Exhibit 10.2

                                THE COMPANY, INC.
                                -----------------
                             2002 COMPENSATION PLAN

                                   ARTICLE 1.
                     ESTABLISHMENT, OBJECTIVES AND DURATION

1.1       ESTABLISHMENT OF THE PLAN. The Company, Inc., a Nevada corporation
(hereinafter referred to as the "Company"), hereby establishes a compensation
plan to be known as the "Xdogs, Inc. 2002 Compensation Plan" (hereinafter
referred to as the "Plan"), as set forth in this document. The Plan permits the
grant of Nonqualified Stock Options, Stock Appreciation Rights, Restricted
Stock, Performance Shares, Performance Units, Cash-Based Awards, Phantom Shares
and Share-Based Awards.

The Plan was approved by the Board of Directors of the Company on January 7,
2002 (the "Effective Date"). The Plan shall remain in effect as provided in
Section 1.3 hereof.

1.2       OBJECTIVES OF THE PLAN. The objectives of the Plan are to optimize the
profitability and growth of the Company through annual and long-term incentives
which are consistent with the Company's goals and which link the personal
interests of Participants to those of the Company's stockholders; to provide
Participants with an incentive for excellence in individual performance; and to
promote teamwork among Participants. The Plan is further intended to provide
flexibility to the Company in its ability to motivate, attract, and retain the
services of Participants who make significant contributions to the Company's
success and to allow Participants to share in the success of the Company.

1.3       DURATION OF THE PLAN. The Plan shall commence on the Effective Date as
set forth in Section 1.1 hereof, and shall remain in effect, subject to the
right of the Board of Directors to amend or terminate the Plan at any time
pursuant to Article 17 hereof, until all Shares subject to it shall have been
purchased or acquired according to the Plan's provisions under Awards
denominated in Shares, and with respect to all Awards, in no event may an Award
be granted under thePlan on or after the tenth anniversary of the Effective
Date.

                                   ARTICLE 2.
                                   DEFINITIONS

Whenever used in the Plan, the following terms shall have the meanings set forth
below, and when the meaning is intended, the initial letter of the word shall be
capitalized:

2.1       "AFFILIATE" shall have the meaning ascribed to such term in Rule 12b-2
of the General Rules and Regulations of the Exchange Act.

2.2       "AWARD" means, individually or collectively, a grant under this Plan
of Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock,
Performance Shares, Performance Units, Cash-Based Awards, Phantom Shares or
Other Share-Based Awards.

2.3       "AWARD AGREEMENT" means an agreement entered into by the Company and
each Participant setting forth the terms and provisions applicable to Awards
granted under this Plan.

2.4       "BENEFICIAL OWNER" or "BENEFICIAL OWNERSHIP" shall have the meaning
ascribed to such term in Rule 13d-3 of the General Rules and Regulations under
the Exchange Act.

2.5       "BOARD" or "BOARD OF DIRECTORS" means the Board of Directors of the
Company.

2.6       "CASH-BASED AWARD" means an Award granted to a Participant, as
described in Article 9 herein.

2.7       "CHANGE IN CONTROL" of the Company shall be deemed to have occurred
as of the first day (the "Date of Determination") that any one or more of the
following conditions shall have been satisfied:

          (a) Any Person (other than those Persons owning stock of the Company
          as of the day before the IPO Date, or other than a trustee or other
          fiduciary holding securities under an employee benefit plan of the
          Company, or a corporation owned directly or indirectly by the
          stockholders of the Company in substantially the same proportions as
          their ownerships of stock of the Company): (i) becomes the Beneficial
          Owner, directly or indirectly, of securities of the Company
          representing thirty percent (30%) or more of the combined voting power
          of the Company's then outstanding securities; and (ii) such Person's
          ownership as of the Date of Determination exceeds the combined voting
          power beneficially owned as of the Date of Determination by the
          stockholders who were also stockholders of the Company on the day
          before the IPO Date; or

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          (b) During any period of two (2) consecutive years (not including any
          period prior to the IPO Date), individuals who at the beginning of
          such period constitute the Board (and any new Director, whose election
          was approved by a vote of at least two-thirds (2/3) of the Directors
          then still in office who either were Directors at the beginning of the
          period or whose election or nomination for election was so approved),
          cease for any reason to constitute a majority thereof; or

          (c) The stockholders of the Company approve: (i) a plan of complete
          liquidation of the Company; or (ii) an agreement for the sale or
          disposition of all or substantially all the Company's assets; or (iii)
          a merger, consolidation, or reorganization of the Company with or
          involving any other corporation, other than a merger, consolidation,
          or reorganization that would result in the voting securities of the
          Company outstanding immediately prior thereto continuing to represent
          (either by remaining outstanding or by being converted into voting
          securities of the surviving entity) at least sixty-five percent (65%)
          of the combined voting power of the voting securities of the Company
          (or such surviving entity) outstanding immediately after such merger,
          consolidation, or reorganization.


However, in no event shall a "Change in Control" be deemed to have occurred,
with respect to a Participant, if the Participant is part of a purchasing group
which consummates the Change-in-Control transaction. A Participant shall be
deemed "part of a purchasing group" for purposes of the preceding sentence if
the Participant is an equity participant in the purchasing company or group
(except for: (i) passive ownership of less than three percent (3%) of the stock
of the purchasing company; or (ii) ownership of equity participant in the
purchasing company or group which is otherwise not significant, as determined
prior to the Change in Control by a majority of the nonemployee continuing
Directors).

2.8       "CODE" means the Internal Revenue Code of 1986, as amended from time
to time.

2.9       "COMMITTEE" means any committee appointed by the Board to administer
Awards to Employees, as specified in Article 3 herein. Any such committee shall
be comprised entirely of Directors who are considered "outside directors" under
Section 162(m) of the Code.

2.10      "COMPANY" means XDogs, Inc., a Nevada corporation, including any and
all Subsidiaries and Affiliates, and any successor thereto as provided in
Article 20 herein.

2.11      "COVERED EMPLOYEE" means a Participant who, as of the date of vesting
and/or payout of an Award, as applicable, is one of the group of "covered
employees," as defined in the regulations promulgated under Code Section 162(m),
or any successor statute.

2.12      "DIRECTOR" means any individual who is a member of the Board of
Directors of the Company or any Subsidiary or Affiliate; provided, however, that
any Director who is employed by the Company or any Subsidiary or Affiliate shall
be considered an Employee under the Plan and shall not be considered a Director.

2.13      "EFFECTIVE DATE" shall have the meaning ascribed to such term in
Section 1.1 hereof.

2.14      "EMPLOYEE" means any employee of the Company or its Subsidiaries or
Affiliates. Directors who are employed by the Company shall be considered
Employees under this Plan.

2.15      "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
from time to time, or any successor act thereto.

2.16      "FAIR MARKET VALUE" shall be determined on the basis of the opening
sale price on the over-the-counter bulletin board or other principal securities
exchange on which the Shares are traded or, if there is no such sale on the
relevant date, then on the last previous day on which a sale was reported; if
the security is not listed for trading on a national securities exchange, the
fair market value of a security as determined in good faith by the Board.

2.17      "FREESTANDING SAR" means an SAR that is granted independently of any
Options, as described in Article 7 herein.

2.18      This section is intentionally left blank.

2.19      "INSIDER" shall mean an individual who is, on the relevant date, an
officer, director or more than ten percent (10%) beneficial owner of any class
of the Company's equity securities that is registered pursuant to Section 12 of
the Exchange Act, all as defined under Section 16 of the Exchange Act.

2.20      "IPO DATE" means the first day on which Shares are publicly traded on
the Nasdaq National Market or other principal securities exchange.

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2.21      "NONQUALIFIED STOCK OPTION" or "NQSO" means an option to purchase
Shares granted under Article 6 herein and which is not intended to meet the
requirements of Code Section 422.

2.22      "OPTION" means a Nonqualified Stock Option, as described in Article 6
herein.

2.23      "OPTION PRICE" means the price at which a Share may be purchased by a
Participant pursuant to an Option.

2.24      "PARTICIPANT" means an Employee, Director, or other individual
designated by the Board who has been selected to receive an Award or who has an
outstanding Award granted under the Plan.

2.25      "PERFORMANCE-BASED EXCEPTION" means the performance-based exception
from the tax deductibility limitations of Code Section 162(m).

2.26      "PERFORMANCE SHARE" means an Award granted to a Participant, as
described in Article 9 herein.

2.27      "PERFORMANCE UNIT" means an Award granted to a Participant, as
described in Article 9 herein.

2.28      "PERIOD OF RESTRICTION" means the period during which the transfer of
Shares of Restricted Stock is limited in some way (based on the passage of time,
the achievement of performance goals, or upon the occurrence of other events as
determined by the Board, at its discretion), and the Shares are subject to a
substantial risk of forfeiture, as provided in Article 8 herein.

2.29      "PERSON" shall have the meaning ascribed to such term in Section 3(a)
(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including
a "group" as defined in Section 13(d) thereof.

2.30      "PHANTOM SHARES" means an Award granted to a Participant pursuant to
Article 10 herein.

2.31      "RESTRICTED STOCK" means an Award granted to a Participant pursuant to
Article 8 herein.

2.32      "SHARE -BASED AWARD" means an Award granted to a Participant pursuant
to Article 11 herein.

2.33      "SHARES" means the shares of Common Stock of the Company.

2.34      "STOCK APPRECIATION RIGHT" or "SAR" means an Award, granted alone or
in connection with a related Option, designated as an SAR, pursuant to the terms
of Article 7 herein.

2.35      "SUBSIDIARY" means any corporation, partnership, joint venture, or
other entity in which the Company has a fifty percent (50%) or greater voting
interest.

2.36      "TANDEM SAR" means an SAR that is granted in connection with a related
Option pursuant to Article 7 herein, the exercise of which shall require
forfeiture of the right to purchase a Share under the related Option (and when a
Share is purchased under the Option, the Tandem SAR shall similarly be
canceled).

2.37      "UNRESTRICTED STOCK" means an Award granted to a Participant pursuant
to Sections 8.6 and 11 herein.

                                   ARTICLE 3.
                                 ADMINISTRATION

3.1       GENERAL. The Plan shall be administered by the Board, or (subject to
the following) by any Committee appointed by the Board. The members of the
Committee shall be appointed from time to time by, and shall serve at the
discretion of, the Board of Directors. The Board may delegate to the Committee
any or all of the administration of the Plan; provided, however, that the
administration of the Plan with respect to Awards granted to Directors may not
be so delegated. To the extent that the Board has delegated to the Committee any
authority and responsibility under the Plan, all applicable references to the
Board in the Plan shall be to the Committee. The Committee shall have the
authority to delegate administrative duties to employees, officers or Directors
of the Company.

3.2       AUTHORITY OF THE BOARD. Except as limited by law or by the Articles of
Incorporation or Bylaws of the Company, and subject to the provisions herein,
the Board shall have full power to select Employees and Directors and other
individuals who shall participate in the Plan; determine the sizes and types of
Awards; determine the terms and conditions of Awards in a manner consistent with
the Plan; construe and interpret the Plan and any agreement or instrument
entered into under the Plan; establish, amend, or waive rules and regulations
for the Plan's administration; and (subject to the provisions of Article 17
herein) amend the terms and conditions of any outstanding Award as provided in
the Plan. Further, the Board shall make all other determinations which may be
necessary or advisable for the administration of the Plan. As permitted by law
(and subject to Section 3.1 herein), the Board may delegate its authority as
identified herein.

<PAGE>


3.3       DECISIONS BINDING. All determinations and decisions made by the Board
pursuant to the provisions of the Plan and all related orders and resolutions of
the Board shall be final, conclusive and binding on all persons, including the
Company, its stockholders, Directors, Employees, Participants, and their estates
and beneficiaries.


                                   ARTICLE 4.
                  SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS

4.1       NUMBER OF SHARES AVAILABLE FOR GRANTS. Subject to adjustment as
provided in Section 4.2 herein, the number of Shares hereby reserved for
issuance to Participants under the Plan shall be Five Hundred Fifty Thousand
(550,000).

4.2       ADJUSTMENTS IN AUTHORIZED SHARES. In the event of any change in
corporate capitalization, such as a stock split, or a corporate transaction,
such as any merger, consolidation, separation, including a spin-off, or other
distribution of stock or property of the Company, any reorganization (whether or
not such reorganization comes within the definition of such term in Code Section
368) or any partial or complete liquidation of the Company, such adjustment
shall be made in the number and class of Shares which may be delivered under
Section 4.1, in the number and class of and/or price of Shares subject to
outstanding Awards granted under the Plan, and in the Award limits set forth in
Section 4.1 as may be determined to be appropriate and equitable by the Board,
in its sole discretion, to prevent dilution or enlargement of rights; provided,
however, that the number of Shares subject to any Award shall always be a whole
number.

                                   ARTICLE 5.
                          ELIGIBILITY AND PARTICIPATION

5.1       ELIGIBILITY. Persons eligible to participate in this Plan include all
Employees, Directors, and other individuals designated by the Board.

5.2       ACTUAL PARTICIPATION. Subject to the provisions of the Plan, the Board
may, from time to time, select from all eligible Employees, Directors, and other
individuals designated by the Board, those to whom Awards shall be granted and
shall determine the nature and amount of each Award.


                                   ARTICLE 6.
                                  STOCK OPTIONS

6.1       GRANT OF OPTIONS. Subject to the terms and provisions of the Plan,
Options may be granted to Participants in such number, and upon such terms, and
at any time and from time to time as shall be determined by the Board.

6.2       AWARD AGREEMENT. Each Option grant shall be evidenced by an Award
Agreement that shall specify the Option Price, the duration of the Option, the
number of Shares to which the Option pertains, termination and transferability
rights, and such other provisions as the Board shall determine. The Award
Agreement also shall specify that the Option is intended to be an NQSO whose
grant is intended not to fall under the provisions of Code Section 422.

6.3       OPTION PRICE. The Option Price for each grant of an Option under this
Plan shall be determined by the Board.

6.4       DURATION OF OPTIONS. Each Option granted to a Participant shall expire
at such time as the Board shall determine at the time of grant; provided,
however, that no Option shall be exercisable later than the tenth (10th)
anniversary date of its grant.

6.5       EXERCISE OF OPTIONS. Options granted under this Article 6 shall be
exercisable at such times and be subject to such restrictions and conditions as
the Board shall in each instance approve, which need not be the same for each
grant or for each Participant.

6.6       PAYMENT. Options granted under this Article 6 shall be exercised by
the delivery of a written notice of exercise to the Company, setting forth the
number of Shares with respect to which the Option is to be exercised,
accompanied by full payment for the Shares. The Option Price upon exercise of
any Option shall be payable to the Company in full either: (a) in cash or its
equivalent, or (b) by tendering previously acquired Shares having an aggregate
Fair Market Value at the time of exercise equal to the total Option Price
(provided that the Shares which are tendered must have been held by the
Participant for at least six (6) months prior to their tender to satisfy the
Option Price), or (c) by a combination of (a) and (b). The Board also may allow
cashless exercise as permitted under Federal Reserve Board's Regulation T,
subject to applicable securities law restrictions, or by any other means which
the Board determines to be consistent with the Plan's purpose and applicable
law. Subject to any governing rules or regulations, as soon as practicable after
receipt of a written notification of exercise and full payment, the Company
shall deliver to the Participant, in the Participant's name, Share certificates
in an appropriate amount based upon the number of Shares purchased under the
Option(s).

<PAGE>


6.7       RESTRICTIONS ON SHARE TRANSFERABILITY. The Board may impose such
restrictions on any Shares acquired pursuant to the exercise of an Option
granted under this Article 6 as it may deem advisable, including, without
limitation, restrictions under applicable federal securities laws, under the
requirements of any stock exchange or market upon which such Shares are then
listed and/or traded, and under any blue sky or state securities laws applicable
to such Shares.


                                   ARTICLE 7.
                            STOCK APPRECIATION RIGHTS

7.1       GRANT OF SARs. Subject to the terms and conditions of the Plan, SARs
may be granted to Participants at any time and from time to time as shall be
determined by the Board. The Board may grant Freestanding SARs, Tandem SARs, or
any combination of these forms of SAR. The Board shall have complete discretion
in determining the number of SARs granted to each Participant (subject to
Article 4 herein) and, consistent with the provisions of the Plan, in
determining the terms and conditions pertaining to such SARs. The grant price of
a Freestanding SAR shall equal the Fair Market Value of a Share on the date of
grant of the SAR. The grant price of Tandem SARs shall equal the Option Price
of the related Option.

7.2       EXERCISE OF TANDEM SARs. Tandem SARs may be exercised for all or part
of the Shares subject to the related Option upon the surrender of the right to
exercise the equivalent portion of the related Option. A Tandem SAR may be
exercised only with respect to the Shares for which its related Option is then
exercisable. Notwithstanding any other provision of this Plan to the contrary,
with respect to a Tandem SAR granted in connection with an ISO: (i) the Tandem
SAR will expire no later than the expiration of the underlying ISO; (ii) the
value of the payout with respect to the Tandem SAR may be for no more than one
hundred percent (100%) of the difference between the Option Price of the
underlying ISO and the Fair Market Value of the Shares subject to the underlying
ISO at the time the Tandem SAR is exercised; and (iii) the Tandem SAR may be
exercised only when the Fair Market Value of the Shares subject to the ISO
exceeds the Option Price of the ISO.

7.3       EXERCISE OF FREESTANDING SARs. Freestanding SARs may be exercised upon
whatever terms and conditions the Board, in its sole discretion, imposes upon
them.

7.4       SAR AGREEMENT. Each SAR grant shall be evidenced by an Award Agreement
that shall specify the grant price, the term of the SAR, and such other
provisions as the Board shall determine.

7.5       TERM OF SARs. The term of an SAR granted under the Plan shall be
determined by the Board, in its sole discretion; provided, however, that such
term shall not exceed ten (10) years.

7.6       PAYMENT OF SAR AMOUNT.  Upon exercise of an SAR, a Participant  shall
be entitled to receive  payment from the Company in an amount determined by
multiplying:

          (a)  The difference between the Fair Market Value of a Share on the
               date of exercise over the grant price; by

          (b) The number of Shares with respect to which the SAR is exercised.

At the discretion of the Board, the payment upon SAR exercise may be in cash, in
Shares of equivalent value, or in some combination thereof. The Board's
determination regarding the form of SAR payout shall be set forth in the Award
Agreement pertaining to the grant of the SAR.


                                   ARTICLE 8.
                     RESTRICTED STOCK AND UNRESTRICTED STOCK

8.1       GRANT OF RESTRICTED STOCK. Subject to the terms and provisions of the
Plan, the Board, at any time and from time to time, may grant Shares of
Restricted Stock to Participants in such amounts as the Board shall determine.

8.2       RESTRICTED STOCK AGREEMENT. Each Restricted Stock grant shall be
evidenced by a Restricted Stock Award Agreement that shall specify the Period(s)
of Restriction, the number of Shares of Restricted Stock granted, and such other
provisions as the Board shall determine.

<PAGE>

8.3       OTHER RESTRICTIONS. Subject to Article 12 herein, the Board shall
impose such other conditions and/or restrictions on any Shares of Restricted
Stock granted pursuant to the Plan as it may deem advisable including, without
limitation, a requirement that Participants pay a stipulated purchase price for
each Share of Restricted Stock, restrictions based upon the achievement of
specific performance goals (Company-wide, divisional, and/or individual),
time-based restrictions on vesting following the attainment of the performance
goals, and/or restrictions under applicable federal or state securities laws.
The Company may retain the certificates representing Shares of Restricted Stock
in the Company's possession until such time as all conditions and/or
restrictions applicable to such Shares have been satisfied. Except as otherwise
provided in this Article 8, Shares of Restricted Stock covered by each
Restricted Stock grant made under the Plan shall become freely transferable by
the Participant after the last day of the applicable Period of Restriction.

8.4       VOTING RIGHTS. Participants holding Shares of Restricted Stock granted
hereunder may be granted the right to exercise full voting rights with respect
to those Shares during the Period of Restriction.

8.5       DIVIDENDS AND OTHER DISTRIBUTIONS. During the Period of Restriction,
Participants holding Shares of Restricted Stock granted hereunder may be
credited with regular cash dividends paid with respect to the Shares while they
are so held. The Board may apply any restrictions to the dividends that the
Board deems appropriate. Without limiting the generality of the preceding
sentence, if the grant or vesting of Restricted Shares granted to a Covered
Employee is designed to comply with the requirements of the Performance-Based
Exception, the Board may apply any restrictions it deems appropriate to the
payment of dividends declared with respect to such Restricted Shares, including,
without limitation, that the dividends and/or the Restricted Shares maintain
eligibility for the Performance-Based Exception.

8.6       GRANTS OF UNRESTRICTED STOCK. Subject to the terms and provisions of
the Plan, at any time and from time to time, the Board may grant Shares of Stock
with no contractual restrictions to Participants in such amount as the Board
shall determine. Such grants should be evidenced by a Stock Award Agreement
specifying the number of Shares of Stock granted, and such other provisions
as the Board shall determine.

                                   ARTICLE 9.
          PERFORMANCE UNITS, PERFORMANCE SHARES, AND CASH-BASED AWARDS

9.1       GRANT OF PERFORMANCE UNITS/SHARES AND CASH-BASED AWARDS. Subject to
the terms of the Plan, Performance Units, Performance Shares, and/or Cash-Based
Awards may be granted to Participants in such amounts and upon such terms, and
at any time and from time to time, as shall be determined by the Board.

9.2       VALUE OF PERFORMANCE UNITS/SHARES AND CASH-BASED AWARDS. Each
Performance Unit shall have an initial value that is established by the Board at
the time of grant. Each Performance Share shall have an initial value equal to
the Fair Market Value of a Share on the date of grant. Each Cash-Based Award
shall have a value as may be determined by the Board. The Board shall set
performance goals in its discretion which, depending on the extent to which they
are met, will determine the number and/or value of Performance Units/Shares and
Cash-Based Award that will be paid out to the Participant. For purposes of this
Article 9, the time period during which the performance goals must be met shall
be called a "Performance Period."

9.3       EARNING OF PERFORMANCE UNITS/SHARES AND CASH-BASED AWARDS. Subject to
the terms of this Plan, after the applicable Performance Period has ended, the
holder of Performance Units/Shares and Cash-Based Awards shall be entitled to
receive payout on the number and value of Performance Units/Shares and of
Cash-Based Awards earned by the Participant over the Performance Period, to be
determined as a function of the extent to which the corresponding performance
goals have been achieved.

9.4       FORM AND TIMING OF PAYMENT OF PERFORMANCE UNITS/SHARES AND CASH-BASED
AWARDS. Payment of earned Performance Units/Shares and Cash-Based Awards shall
be made in lump-sum or installment payments at such time or times designated by
the Board following the close of the applicable Performance Period. Subject to
the terms of this Plan, the Board, in its sole discretion, may pay earned
Performance Units/Shares and Cash-Based Awards in the form of cash or in Shares
(or in a combination thereof) which have an aggregate Fair Market Value equal to
the value of the earned Performance Units/Shares and Cash-Based Awards at the
close of the applicable Performance Period plus or minus any investment return
from the close of the Performance Period to the date of payment as determined by
the Board in its discretion. Such Shares may be granted subject to any
restrictions deemed appropriate by the Board. The determination of the Board
with respect to the form and timing of payout of such Awards shall be set forth
in the Award Agreement pertaining to the grant of the Award. At the discretion
of the Board, Participants may be entitled to receive any dividends declared
with respect to Shares which have been earned in connection with grants of
Performance Units and/or Performance Shares which have been earned, but not yet
distributed to Participants (such dividends shall be subject to the same
accrual, forfeiture, and payout restrictions as apply to dividends earned with
respect to Shares of Restricted Stock, as set forth in Section 8.5 herein). In
addition, Participants may, at the discretion of the Board, be entitled to
exercise their voting rights with respect to such Shares.

<PAGE>

                                   ARTICLE 10.
                                 PHANTOM SHARES

10.1      GRANT OF PHANTOM SHARES. Subject to the terms of the Plan, Phantom
Shares may be granted to Participants in such amounts and upon such terms, and
at any time and from time to time, as shall be determined by the Board.

10.2      VALUE OF PHANTOM SHARES. Each Phantom Share shall have an initial
value equal to the Fair Market Value of a Share on the date of grant. The Board
shall establish the terms and conditions of such Award, including any vesting
provisions.

10.3      EARNING OF PHANTOM SHARES. Subject to the terms of this Plan, the
holder of any vested Phantom Shares shall be entitled to receive payout on the
number and value of Phantom Shares earned by the Participant over the
Performance Period, to be determined by the extent to which the corresponding
performance goals have been achieved.

10.4      FORM AND TIMING OF PAYMENT OF PERFORMANCE UNITS/SHARES. Payment of
earned Phantom Shares shall be made in a lump sum or installment payments at
such time as designated by the Board. Subject to the terms of this Plan, the
Board, in its sole discretion, may pay earned Phantom Shares in the form of cash
or in Shares (or in a combination thereof) which have an aggregate Fair Market
Value equal to the value of the earned Phantom Shares at such time as designated
by the Board.Such Shares may be granted subject to any restrictions deemed
appropriate by the Board. The determination of the Board with respect to the
form of payout of such Awards shall be set forth in the Award Agreement
pertaining to the grant of the Award. At the discretion of the Board,
Participants may be entitled to receive any dividends declared with respect to
Shares which have been earned in connection with grants of Phantom Shares which
have been earned, but not yet distributed to Participants (such dividends shall
be subject to the same accrual, forfeiture, and payout restrictions as apply to
dividends earned with respect to Shares of Restricted Stock, as set forth in
Section 8.5 herein).

                                   ARTICLE 11.
                            OTHER SHARE-BASED AWARDS

Subject to the terms of the Plan, the Board may grant other Share-Based Awards
under this Plan, including without limitation, those Awards pursuant to which
Shares are granted or acquired outright without contractual restrictions or
conditions or may in the future be acquired. The Board, in its sole discretion,
shall determine the terms and conditions of such other Share-Based Awards each
of which shall be set forth in a Stock Award Agreement.

                                   ARTICLE 12.
                              PERFORMANCE MEASURES

Unless and until the Board proposes for stockholder vote and stockholders
approve a change in the general performance measures set forth in this Article
12, the attainment of which may determine the degree of payout and/or vesting
with respect to Awards to Covered Employees which are designed to qualify for
the Performance-Based Exception, the performance measure(s) to be used for
purposes of such grants shall be chosen from among:

          (a)  Earnings per share;

          (b)  Net income (before or after taxes);

          (c)  Return measures (including, but not limited to, return on assets,
               equity, or sales);

          (d)  Cash flow return on investments which equals net cash flows
               divided by owners equity;

          (e)  Earnings before or after taxes;

          (f)  Gross revenues;

          (g)  Share price (including, but no limited to, growth measures and
               total stockholder return); and

          (h)  Economic value added.

The Board shall have the discretion to adjust the determinations of the degree
of attainment of the preestablished performance goals; provided, however, that
Awards which are designed to qualify for the Performance-Based Exception, and
which are held by Covered Employee, may not be adjusted upward (the Board shall
retain the discretion to adjust such Awards downward). In the event that
applicable tax and/or securities laws change to permit Board discretion to alter
the governing performance measures without obtaining stockholder approval of
such changes, the Board shall have sole discretion to make such changes without
obtaining stockholder approval. In addition, in the event that the Board
determines that it is advisable to grant Awards which shall not qualify for the
Performance-Based Exception, the Board may make such grants without satisfying
the requirements of Code Section 162(m).

<PAGE>


                                   ARTICLE 13.
                             BENEFICIARY DESIGNATION

Each Participant under the Plan may, from time to time, name any beneficiary or
beneficiaries (who may be named contingently or successively) to whom any
benefit under the Plan is to be paid in case of his or her death before he or
she receives any or all of such benefit. Each such designation shall revoke all
prior designations by the same Participant, shall be in a form prescribed by the
Company, and will be effective only when filed by the Participant in writing
with the Company during the Participant's lifetime. In the absence of any such
designation, benefits remaining unpaid at the Participant's death shall be paid
to the Participant's estate.

                                   ARTICLE 14.
                                    DEFERRALS

The Board may permit or require a Participant to defer such Participant's
receipt of the payment of cash or the delivery of Shares that would otherwise be
due to such Participant by virtue of the exercise of an Option or SAR, the lapse
or waiver of restrictions with respect to Restricted Stock, or the satisfaction
of any requirements or goals with respect to Performance Units/Shares. If any
such deferral election is required or permitted, the Board shall, in its sole
discretion, establish rules and procedures for such payment deferrals.

                                   ARTICLE 15.
                          RIGHTS OF EMPLOYEES/DIRECTORS

15.1      EMPLOYMENT. Nothing in the Plan shall interfere with or limit in any
way the right of the Company to terminate any Participant's employment at any
time, nor confer upon any Participant any right to continue in the employ of the
Company.

15.2      PARTICIPATION. No Employee or Director shall have the right to be
selected to receive an Award under this Plan, or, having been so selected, to be
selected to receive a future Award.

15.3      TERMINATION OF EMPLOYMENT/DIRECTORSHIP RELATIONSHIP. Each
Participant's Award Agreement shall set forth the extent to which the
Participant shall have the right to exercise and/or receive payment for any
Award following termination of the Participant's employment or directorship with
the Company, or termination of relationship with the Company. Such provisions
shall be determined in the sole discretion of the Board, shall be included in
the Award Agreement entered into with each Participant, need not be uniform
among Awards and may reflect distinctions based on the reasons for termination.

15.4      NONTRANSFERABILITY. Except as otherwise provided in a Participant's
Award Agreement, Awards may not be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated, other than by will or by the laws of decent
and distribution. Further, except as otherwise provided in a Participant's Award
Agreement, a Participant's rights under the Plan shall be exercisable during the
Participant's lifetime only by the Participant or the Participant's legal
representative.

                                   ARTICLE 16.
                                CHANGE IN CONTROL

16.1      TREATMENT OF OUTSTANDING AWARDS. Upon the occurrence of a Change in
Control, unless otherwise specifically prohibited under applicable laws, or by
the rules and regulations of any governing governmental agencies or national
securities exchanges:

          (a) Any and all Options and SARs granted hereunder shall become
          immediately exercisable, and shall remain exercisable throughout their
          entire term;

          (b) Any restriction periods and restrictions imposed on Restricted
          Shares which are not performance-based shall lapse;

          (c) The target payout opportunities attainable under all outstanding
          Awards of performance-based Restricted Stock, Performance Units,
          Performance Shares, and Cash-Based Awards and Share-Based Awards shall
          be deemed to have been fully earned for the entire Performance
          Period(s) as of the effective date of the Change in Control. The
          vesting of all Awards denominated in Shares shall be accelerated as of
          the effective date of the Change in Control, and there shall be paid
          out to Participants within thirty (30) days following the effective
          date of the Change in Control a pro rata number of shares based upon
          an assumed achievement of all relevant targeted performance goals and
          upon the length of time within the Performance Period which has
          elapsed prior to the Change in Control. Awards denominated in cash
          shall be paid pro rata to participants in cash within thirty (30) days
          following the effective date of the Change in Control, with the
          proration determined as a function of the length of time within the
          Performance Period which has elapsed prior to the Change in Control,
          and based on an assumed achievement of all relevant targeted
          performance goals.

<PAGE>


16.2      TERMINATION, AMENDMENT, AND MODIFICATIONS OF CHANGE-IN-CONTROL
PROVISIONS. Notwithstanding any other provision of this Plan (but subject to the
limitations of Section 17.3 hereof) or any Award Agreement provision, the
provisions of this Article 16 may not be terminated, amended, or modified on or
after the date of a Change in Control to affect adversely any Award theretofore
granted under the Plan without the prior written consent of the Participant with
respect to said Participant's outstanding Awards; provided, however, the Board
may terminate, amend, or modify this Article 16 at any time and from time to
time prior to the date of a Change in Control.


                                   ARTICLE 17.
                    AMENDMENT, MODIFICATION, AND TERMINATION

17.1      AMENDMENT, MODIFICATION, AND TERMINATION. Subject to Section 17.3 and
17.4, the Board may at any time and from time to time, alter, amend, suspend or
terminate the Plan in whole or in part, provided that no amendment shall be made
without stockholder approval if such approval is necessary to comply with any
applicable tax or regulatory requirements. Prior to such approval, Awards may be
made under the Plan expressly subject to such approval.

17.2      ADJUSTMENT OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR
NONRECURRING EVENTS. The Board may make adjustments in the terms and conditions
of, and the criteria included in, Awards in recognition of unusual or
nonrecurring events (including, without limitation, the events described in
Section 4.2 hereof) affecting the Company or the financial statements of the
Company or of changes in applicable laws, regulations, or accounting principles,
whenever the Board determines that such adjustments are appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits intended
to be made available under the Plan; provided that no such adjustment shall be
authorized to the extent that such authority would be inconsistent with the
Plan's meeting therequirements of Section 162(m) of the Code.

17.3      AWARDS PREVIOUSLY GRANTED. Notwithstanding any other provision of the
Plan to the contrary (but subject to Sections 4.2), no termination, amendment,
or modification of the Plan shall adversely affect in any material way any Award
previously granted under the Plan, without the written consent of the
Participant holding such Award.

17.4      COMPLIANCE WITH CODE SECTION 162(m). At all times when Code Section
162(m) is applicable, all Awards granted under this Plan shall comply with the
requirements of Code Section 162(m); provided, however, that in the event the
Board determines that such compliance is not desired with respect to any Award
or Awards available for grant under the Plan, then compliance with Code Section
162(m) will not be required. In addition, in the event that changes are made to
Code Section 162(m) to permit greater flexibility with respect to any Award or
Awards available under the Plan, the Board may, subject to this Article 17, make
any adjustments it deems appropriate.

                                   ARTICLE 18.
                                   WITHHOLDING

18.1      TAX WITHHOLDING. The Company shall have the power and the right to
deduct or withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy Federal, state, and local taxes, domestic or foreign,
required by law or regulation to be withheld with respect to any taxable event
arising as a result of this Plan.

18.2      SHARE WITHHOLDING. With respect to withholding required upon the
exercise of Options or SARs, upon the lapse of restrictions on Restricted Stock,
or upon any other taxable event arising as a result of Awards granted hereunder,
Participants may elect, subject to the approval of the Board, to satisfy the
withholding requirement, in whole or in part, by having the Company withhold
Shares having a Fair Market Value on the date the tax is to be determined equal
to the minimum statutory total tax which could be imposed on the transaction.
All such elections shall be irrevocable, made in writing, signed by the
Participant, and shall be subject to any restrictions or limitations that the
Board, in its sole discretion, deems appropriate.

<PAGE>


                                   ARTICLE 19.
                                 INDEMNIFICATION

Each person who is or shall have been a member of the Committee, or of the
Board, shall be indemnified and held harmless by the Company against and from
any loss, cost, liability, or expense that may be imposed upon or reasonably
incurred by him or her in connection with or resulting from any claim, action,
suit, or proceeding to which he or she may be a party or in which he or she may
be involved by reason of any action taken or failure to act under the Plan and
against and from any and all amounts paid by him or her in settlement thereof,
with the Company's approval, or paid by him or her in satisfaction of any
judgment in any such action, suit, or proceeding against him or her, provided he
or she shall give the Company an opportunity, at its own expense, to handle and
defend the same before he or she undertakes to handle and defend it on his or
her own behalf. The foregoing right of indemnification shall not be exclusive of
any other rights of indemnification to which such persons may be entitled under
the Company's Articles of Incorporation of Bylaws, as a matter of law, or
otherwise, or any power that the Company may have to indemnify them or hold them
harmless.


                                   ARTICLE 20.
                                   SUCCESSORS

All obligations of the Company under the Plan with respect to Awards granted
hereunder shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the business
and/or assets of the Company.

                                   ARTICLE 21.
                               LEGAL CONSTRUCTION

21.1      GENDER AND NUMBER. Except where otherwise indicated by the context,
any masculine term used herein also shall include the feminine; the plural shall
include the singular and the singular shall include the plural.

21.2      SEVERABILITY. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

21.3      REQUIREMENTS OF LAW. The granting of Awards and the issuance of Shares
under the Plan shall be subject to all applicable laws, rules, and regulations,
and to such approvals by any governmental agencies or national securities
exchanges as may be required.

21.4      SECURITIES LAW COMPLIANCE. With respect to Insiders, transactions
under this Plan are intended to be exempt from the application of Section 16(b)
of the Exchange Act by virtue of compliance with all applicable conditions of
Rule 16b-3 of the General Rules and Regulations of the Exchange Act.

21.5      GOVERNING LAW. To the extent not preempted by federal law, the Plan,
and all agreements hereunder, shall be construed in accordance with and governed
by the laws of the state of Nevada.



                          END OF 2002 COMPENSATION PLAN