TELESOFT  CORP.

     1997  INCENTIVE  STOCK  OPTION  PLAN


The  following  definitions  shall  be  applicable  throughout  the  Plan:

     (a)          "Board"  means  the  Board  of  Directors  of  the  Company.

     (b)          "Articles  of Incorporation" means the Company's Articles of
Incorporation,  as  amended  or  restated  from  time  to  time.

     (c)       "Code" means the Internal Revenue Code of 1986, as amended from
time  to  time.    Reference  in  the Plan to any Section of the Code shall be
deemed  to  include any amendments or successor provisions to such Section and
any  rules  or  regulations  under  such  Section.

     (d)          "Committee"  means  the  committee appointed by the Board to
administer  the  Plan  as  referred  to  in  Article  V.

     (e)      "Commission" means the Securities and Exchange Commission or any
successor  agency.

     (f)          "Company"  means  Telesoft  Corp.,  an  Arizona corporation.

     (g)     "Date of Grant" means the date on which the granting of an Option
is authorized by the Board or such later date as may be specified by the Board
in  such  authorization  as  referred  to  in  Article  V.

     (h)        "Eligible Employee" means any person regularly employed by the
Company or a Subsidiary on a full-time salaried basis who satisfies all of the
requirements  of  Article  IX.

     (i)          "Exchange Act" means the Securities Exchange Act of 1934, as
amended  from  time  to  time,  and  the  rules  and  regulations  promulgated
thereunder.

     (j)          "Fair  Market  Value"  is  defined  in  Article  IV.

     (k)        "Holder" means an employee of the Company or a Sub-sidiary who
has  been  granted  an  Option.

     (l)          "Incentive Stock Option" means any Option intended to be and
designated  as  an  "incentive stock option" within the meaning of  422 of the
Code.

     (m)     "Non-Employee Director" means a member of the Board who qualifies
as  a  "Non-Employee Director" as defined in Rule 16b-3, as promulgated by the
Commission  under  the Exchange Act or any successor definition adopted by the
Commission.


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290774-1          12129-100

     (n)     "Non-Incentive Options" means an Option which is not an Incentive
Stock  Option

     (o)      "Normal Termination" means termination at retirement pursuant to
the  Company  or  Subsidiary  retirement  plan  then  in  effect.

     (p)      "Option" means an award granted under Article IX of the Plan and
includes  both  Non-Incentive  Options  and  Incentive  Stock  Options.

     (q)          "Plan"  means  this  1997  Incentive  Stock  Option  Plan.

     (r)         "Securities Act" means the Securities Act of 1933, as amended
from  time  to  time,  and  the  rules and regulations promulgated thereunder.

     (s)          "Share"  means  a  share  of  Stock.

     (t)         "Stock" means common stock of the Company as described in the
Articles  of  Incorporation.

     (u)     "Subsidiary" means "subsidiary corporation" as defined in  424(f)
of  the  Code.

     (v)       "Termination" means separation from employment with the Company
or  any  of  its  Subsidiaries  for  any  reason  except  due  to  death.

     (w)         "Treasury" means the Department of the Treasury of the United
States  of  America.


     ARTICLE  I.

     DESIGNATION  AND  PURPOSE  OF  THE  PLAN
     ----------------------------------------

     The  Plan  shall  be  known  as  the "Telesoft Corp. 1997 Incentive Stock
Option  Plan."  The purpose of the Plan is to provide additional incentives to
Employees  and  Non-Employee  Directors  of  the  Company to achieve financial
results  aimed  at  increasing shareholder value and to attract and retain the
best  available  personnel  for positions of responsibility within the Company
through the grant of options to purchase shares of the Company's Common Stock.
The  Plan  was approved by the Board on October 22, 1997 and is subject to the
approval  by the shareholders of the Company.  Subject to the determination of
the  Board  or  a Committee appointed by the Board, Options granted under this
Plan  may  be  Incentive  Stock  Options  or  Non-Incentive  Options.



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290774-1          12129-100
     ARTICLE  II.

     SHARES  AVAILABLE  FOR  PURCHASE
     --------------------------------

     A  maximum  of  260,000  authorized  but unissued shares of the Company's
common  stock  may  be issued upon the exercise of Options granted pursuant to
the  Plan.    Such Shares shall be deemed to have been used in the exercise of
Options whether actually delivered or whether the Fair Market Value equivalent
of  such  Shares  is paid in cash.  In the event that any Option granted under
the  Plan  expires or terminates for any reason whatsoever without having been
exercised  in full, the Shares subject to, but not delivered under such Option
shall  become available for other Options which may be granted under the Plan;
or  shall  be  available  for  any  other  lawful  corporate  purpose.


     ARTICLE  III.

     LIMIT  ON  VALUE  OF  OPTION  SHARES
     ------------------------------------

     In the case of an Incentive Stock Option, the aggregate Fair Market Value
(determined  as of the time such Option is granted) of the Shares with respect
to  which  the  Incentive Stock Option is exercisable for the first time by an
individual during any calendar year (under all plans of the Company) shall not
exceed  $100,000.


     ARTICLE  IV.

                      DETERMINATION OF FAIR MARKET VALUE
                      ----------------------------------

     As  used  herein the term "Fair Market Value" shall mean, with respect to
the  date  a given Option is granted or exercised, the value determined by the
Board  or any Committee appointed in accordance with Article VI hereof in good
faith  using  a  generally  accepted  valuation  method and, in the case of an
incentive  stock  option,  determined  in  accordance with applicable Treasury
regulations;  provided,  however,  that where there is a public market for the
common stock of the Company, the Fair Market Value per share shall be the mean
of  the  final  bid  and  asked  prices  of the Stock on the date of grant, as
reported  in  The  Wall  Street  Journal (or, if not so reported, as otherwise
reported by the National Association of Securities Dealers Automated Quotation
System)  or,  in  the  event the stock is listed on a stock exchange, the fair
market value per share shall be the closing price on such exchange on the date
of  grant  of  the  option,  as  reported  in  The  Wall  Street  Journal.


     ARTICLE  V.

     STOCK  OPTIONS  AND  OPTION  AGREEMENTS
     ---------------------------------------

     (a)     Stock Options under the Plan may be of two types: Incentive Stock
Options  and  Non-Incentive  Options.  Any Stock Option granted under the Plan
will  be  in  such form as the Board may from time to time approve.  The Board
will  have  the  authority  to  grant  any  optionee  Incentive Stock Options,
Non-Incentive  Options  or  both  types  of  Options.  The Date of Grant of an
Option  will be the date the Board by resolution selects an individual to be a
participant  in  any grant of an Option, determines the number of Shares to be
subject  to  such  Option  to  be granted to such individual and specifies the
terms  and  provisions  of  the  Option.   Incentive Stock Options may only be
granted  to  Eligible  Employees.    To  the  extent  that  any  Option is not
designated  as  an  Incentive  Stock  Option or even if so designated does not
qualify  as an Incentive Stock Option, it will be deemed to be a Non-Incentive
Option.  The  Board  may grant Non-Incentive Options to Non-Employee Directors
under the Plan.  Anything in the Plan to the contrary notwithstanding, no term
of  the  Plan relating to Incentive Stock Options will be interpreted, amended
or  altered  nor  shall  any discretion or authority granted under the Plan be
exercised  so as to disqualify the Plan under  422 of the Code or, without the
consent  of  the optionee, to disqualify any Incentive Stock Option under such
422.

     (b)          Each  Option granted under the Plan shall be evidenced by an
option  agreement  ("Option  Agreement"),  which  shall  indicate  on its face
whether  it  is  an agreement for an Incentive Stock Option or a Non-Incentive
Option,  or both and shall be signed by an officer of the Company on behalf of
the  Company  and  by  the employee who was granted the Option and which shall
contain  such  provisions  as  may  be  approved by the Board or any Committee
appointed  by  the  Board  according  to  Article VI.  The provisions shall be
subject  to  the  following  terms  and  conditions:

     (i)          Any  Option  or portion thereof that is exercisable shall be
exercisable  as to such number of Shares and at such times as set forth in the
Stock Option Agreement, except as limited by the terms of the Plan heretofore;

     (ii)     Every Share purchased through the exercise of an Option shall be
paid  for  in full at the time of the exercise.  Each Option shall cease to be
exercisable, as to any Share, when the Holder purchases the Share, or when the
Option  lapses;

     (iii)      Options shall not be transferable by the Holder except by will
or  the  laws  of descent and distribution and shall be exercisable during the
Holder's  lifetime  only  by  the  Holder;  and

     (iv)         An unexpired Option shall become immediately exercisable (1)
automatically on the Holder's Normal Termination, (2) at the discretion of the
Board, in whole or in part, on the date the Holder becomes eligible to receive
early retirement benefits, as defined under the retirement plan of the Company
then  in  effect, (3) upon any change in control of the Company, and (4) under
such  other  circumstances  as  the  Board  may  direct.

     (c)      The Option Agreements shall constitute binding contracts between
the  Company  and the employee.  Every employee, upon acceptance and execution
of  such  option agreement, shall be bound by the terms and conditions of this
Plan  and  of  the  Option  Agreement.

     (d)          The terms and conditions of the Option Agreement shall be in
accordance  with  this  Plan,  but  may  include  additional  provisions  and
restrictions,  provided  that  the  same  are  not inconsistent with the Plan.


     ARTICLE  VI.

     COMPENSATION  AND  STOCK  OPTION  COMMITTEE
     -------------------------------------------

     The  Plan  shall be administered by the Board or a Committee appointed by
the  Board  in  accordance with Rule 16b-3 of the Exchange Act ("Rule 16b-3").
Any  Committee  which has been delegated the duty of administering the Plan by
the  Board  shall  be  composed  of  two or more persons each of whom (i) is a
Non-Employee  Director  and  (ii)  is  an  "outside  director"  as  defined in
162(m)(4)  of  the  Code.   To the extent reasonable and practicable, the Plan
shall  be consistent with the provisions of Rule 16b-3 to the degree necessary
to  ensure  that  transactions authorized pursuant to the Plan are exempt from
the  operation  of  Section 16(b) of the Exchange Act.  If such a Committee is
appointed,  the Committee shall have the same power and authority to construe,
interpret  and  administer the Plan and from time to time adopt such rules and
regulations  for  carrying out this Plan as it may deem proper and in the best
interests of the Company as does the Board.  Any reference herein to the Board
shall,  where  appropriate,  encompass a Committee appointed to administer the
Plan  in  accordance  with  this  Article  VI.

     The Board shall, from time to time, in its discretion, determine which of
the  Eligible  Employees  are  to  be granted Options and the form, amount and
timing  of  such  Options and, unless otherwise provided herein, the terms and
provisions  thereof  and  the form of payment of an Option, if applicable, and
such  other  matters specifically delegated to It under this Plan.  Subject to
the  express  provisions  of  the  Plan,  the  Board  shall  have authority to
interpret  the  Plan  and  Options  granted hereunder, to prescribe, amend and
rescind  rules  and  regulations  relating  to the Plan, and to make all other
determinations  necessary or advisable in administering the Plan, all of which
determinations  shall  be final and binding upon all persons.  A quorum of the
Board shall consist of a majority of its members and the Board may act by vote
of  a  majority  of  its members at a meeting at which a quorum is present, or
without  a  meeting  by  a  written  consent to the action taken signed by all
members  of  the Board. No member of the Board shall be liable for any action,
interpretation  or construction made in good faith with respect to the Plan or
any  Option  granted  hereunder.


     ARTICLE  VII.

     OPTION  PRICE
     -------------

     The Option price at which Shares may be purchased under an Option granted
pursuant  to  this Plan shall be set by the Board, but shall in no instance be
less  than  the  Fair  Market Value of such Shares on the Date of Grant in the
case  of  Incentive Stock Options.  Such Fair Market Value shall be determined
by  the  criteria  set  forth  in Article IV hereof.  The Option price will be
subject  to  adjustments  in  accordance  with provisions of Article X herein.

     In the event that an employee granted an Incentive Stock Option hereunder
owns,  directly  or indirectly, immediately after such grant, more than 10% of
the  total  combined voting power of all classes of the issued and outstanding
stock  of  the  company,  the  option price shall be at least 110% of the Fair
Market  Value  of the stock subject to the Option and such Option by its terms
shall  not be exercisable after the expiration of five (5) years from the date
such  Option  is  granted.


     ARTICLE  VIII.

     EXERCISE  OF  OPTION
     --------------------

     (a)          Subject  to the provisions of Articles VII and IX the period
during  which  each Option may be exercised shall be fixed by the Board at the
time  such  Option  is  granted,  subject  to  the  following  rules:

     (i)        such Option is granted within ten (10) years from the date the
Plan  is  adopted,  or  the  date  such  Plan is approved by the stockholders,
whichever  is  earlier;

     (ii)     such Option by its terms is not exercisable after the expiration
of  ten (10) years (in the case if Incentive Stock Options, not to exceed five
years  for  Eligible Employees owning 10% or more of the combined voting power
of all classes of stock of the Company) from the Date of Grant as shall be set
forth  in  the  Stock  Option  Agreement  relating  to  such  grant;  and,

     (iii)          such Option by its terms states that a person's rights and
interests  under  the  Plan,  including  amounts payable, may not be assigned,
pledged,  or  transferred  except,  in  the event of an employee's death, to a
designated  beneficiary  as  provided  in  the Plan, or in the absence of such
designation,  by  will  or  the  laws  of  descent  and  distribution.

     (b)          An  Option  shall  lapse  under the following circumstances:

     (i)         Ten (10) years after it is granted, three months after Normal
Termination,  twelve  months after the date of Termination if due to permanent
disability,  three  months after any other Termination or any earlier time set
by  the  grant.

     (ii)        If the Holder dies within the Option period, the Option shall
lapse  unless  it  is exercised within the Option period and in no event later
than  twelve  months  after  the  date  of  his  death  by  the Holder's legal
representative  or  representatives or by the person or persons entitled to do
so  under the Holder's last will and testament or, if the Holder shall fail to
make  testamentary  disposition  of such Option or shall die intestate, by the
person or persons entitled to receive said Option under the applicable laws of
descent  and  distribution.

     (iii)      Notwithstanding the foregoing, in no event shall the period of
exercise be less than thirty days after Normal Termination or the death of the
Holder; provided, however, that in no event shall an Incentive Stock Option be
exercised  more  than  ten  years  after  the  Date  of  Grant.

     (c)          No  Shares shall be delivered pursuant to any exercise of an
Option  until  the requirements of such laws and regulations, as may be deemed
by  the Board to be applicable, are satisfied and until payment in full of the
option price specified in the applicable Stock Option Agreement is received by
the Company.  No employee shall be deemed to be an owner of any Shares subject
to  any  Option unless and until the certificate or certificates for them have
been  issued,  as  reflected  on  the  stock  record and transfer books of the
Company.


     ARTICLE  IX.

     ELIGIBILITY
     -----------

     All  employees  of  the Company, including officers and directors who are
salaried  employees, shall be Eligible Employees eligible to participate under
this  Plan.    The fact that an employee has been granted an Option under this
Plan  shall  not  in  any  way  affect or qualify the right of the employee to
terminate his employment at any time.  Nothing contained in this Plan shall be
construed  to  limit  the right of the Company to grant Options otherwise than
under  the Plan for any proper and lawful corporate purpose, including but not
limited  to  Options  granted  to employees.  Employees to whom Options may be
granted  under  the  Plan will be those selected by the Committee from time to
time  who,  in  the  sole discretion of the Committee, have contributed in the
past  or  who  may  be  expected to contribute materially in the future to the
successful  performance  of  the  Company.


     ARTICLE  X.

     CAPITAL  ADJUSTMENTS  AFFECTING  STOCK
     --------------------------------------

     (a)          If the outstanding Stock of the Company shall at any time be
changed or exchanged by declaration of a stock dividend, split-up, combination
of  Shares,  recapitalization,  merger,  consolidation,  or  other  corporate
reorganization  in  which the Company is the surviving corporation, the number
and  kind  of Shares subject to the Plan or subject to any Options theretofore
granted,  and the Option prices, shall be appropriately and equitably adjusted
so  as  to  maintain  the  proportionate number of Shares without changing the
aggregate  Option  price  and  the Board may make any other adjustments as the
Board  deems  appropriate  for purposes of the Plan.  The determination of the
Board  as  to  the  terms  of any adjustment shall be conclusive except to the
extent governed by Treasury regulations applicable to Incentive Stock Options.

     (b)     In the event of a liquidation or dissolution of the Company, sale
of all or substantially all of its assets, or a merger, consolidation or other
corporate  reorganization  in  which  the  Company  is  not  the  surviving
corporation, or any merger or other reorganization in which the Company is the
surviving  corporation  but  the  holders  of  its Stock receive securities of
another  corporation,  or  in  the  event a person makes a tender offer to the
stockholders  of the Company, the Board may, but need not, accelerate the time
at which unexercised Options may be exercised.  Nothing herein contained shall
prevent  the  substitution  of  a  new  Option  by  the surviving or acquiring
corporation.


     ARTICLE  XI.

     AMENDMENTS,  SUSPENSION  OR  TERMINATION
     ----------------------------------------

     (a)     The Board shall have the right, at any time, to amend, suspend or
terminate  the  Plan, and if suspended, reinstate the Plan in whole or in part
in  any  respect which it may deem to be in the best interests of the Company,
provided,  however,  no  amendments  shall  be  made  in  the  Plan  which:

     (i)          Increase the total number of Shares for which Options may be
granted  under  this  Plan  for all employees or for any one of them except as
provided  in  Article  X;

     (ii)          Change  the minimum purchase price for the optioned Shares,
except  as  provided  in  Article  X;

     (iii)          Affect  outstanding  Options  or  any  unexercised  rights
thereunder,  except  as  provided  in  Article  VIII;

     (iv)         Extend the option period provided in Article VIII or make an
Option  exercisable  earlier  than  as  specified  in  Article  VIII;  or
     (v)          Extend  the  termination  date  of  the  Plan.

     (b)         The Board shall also have the right, with the express written
consent  of  an  individual  participant, to cancel, reduce or otherwise alter
such  participant's  outstanding  Options  under  the  Plan.

     (c)          Any  such  amendment, termination, suspension, cancellation,
reduction  or  alteration shall be further approved by the shareholders of the
Company if such approval is required to preserve or comply with any exemption,
whether  under Rule 16b-3 or otherwise, from Section 16(b) of the Exchange Act
or  to  preserve  the  status of Incentive Stock Options within the meaning of
422  of  the  Code.


     ARTICLE  XII.

     REPURCHASE  OF  SHARES
     ----------------------

     Any  time  during  an Optionee's employment with the Company, an Optionee
who  has  purchased  shares  of  Common Stock upon exercise of Options granted
pursuant  to  this  Plan,  may, in writing, offer for sale to the Company such
Common  Stock  at  the  purchase  price  determined under the respective Stock
Option  Agreement.    If  the  Company does not acquire such Common Stock, the
Optionee  may  not,  while he is in the employ of the Company, sell, transfer,
gift,  pledge,  encumber, burden or otherwise dispose of all or any portion of
such  Common  Stock  to  any  other  person  or  entity.

     In  the  event  that  the employment of an employee is terminated or does
terminate,  for any reason, including death, then in that event, to the extent
that Options have been exercised in whole or in part prior to the date of such
termination,  the employee (or, if applicable, his assigns, heirs, successors,
administrators  or executors) shall be required to sell back his Shares to the
Company  upon  such terms and conditions as determined by the Committee and as
reflected  in  the  Option  Agreement.


     ARTICLE  XIII.

     EFFECTIVE  DATE,  TERM  AND  APPROVAL
     -------------------------------------

     The  effective  date  for  this  Plan  shall  be  upon  approval  by  the
stockholders.    Options may be granted as provided herein for a period of ten
years  after  such  date  unless  an  earlier  termination date after which no
Options may be granted under the Plan is fixed by action of the Board, but any
Option  granted  prior  thereto may be exercised in accordance with its terms.
The grant of any Options under the Plan is effective only upon approval of the
Plan by the stockholders.  The Plan and all Options granted pursuant to it are
subject  to  all  laws,  approvals,  requirements,  and  regulations  of  any
governmental  authority or securities exchange which may be applicable thereto
and,  notwithstanding  any  provisions  of  the  Plan or option agreement, the
Holder of an Option shall not be entitled to exercise his Option nor shall the
Company  be  obligated  to  issue any Shares to the Holder if such exercise or
issuance  shall  constitute  a  violation  by the Holder or the Company of any
provisions  of  any  such  laws, approvals, requirements, or regulations.  The
Plan  shall  continue  in  effect until all matters relating to the payment of
Options  granted  under  the  Plan  and  administration  of the Plan have been
settled.


                                  ARTICLE XIV

                                    GENERAL
                                    -------

     (a)         Government and Other Regulations.  Shares shall not be issued
                 --------------------------------
pursuant  to  the exercise of an Option unless the exercise of such Option and
the  issuance  and  delivery of such Shares pursuant thereto shall comply with
all  relevant provisions of law, including, without limitation, the Securities
Act,  the  Exchange Act, and the requirements of any stock exchange upon which
the  Shares may then be listed and shall be further subject to the approval of
counsel  for  the  Company  with respect to such compliance.  Inability of the
Company  to  obtain  authority  from  any regulatory body having jurisdiction,
which  authority  is  deemed  by  the Company's counsel to be necessary to the
lawful issuance and sale of any Shares hereunder, shall relieve the Company of
any  liability  in  respect  of the failure to issue or sell such Shares as to
which  such  requisite  authority  shall  not  have  been  obtained.

     (b)          Reservation of Shares.  The Company, during the term of this
                  ---------------------
Plan,  will  at  all times reserve and keep available such number of Shares as
shall be sufficient to satisfy the requirements of the Plan.  The inability of
the  Company to obtain authority from any regulatory body having jurisdiction,
which  authority  is  deemed  by  the Company's counsel to be necessary to the
lawful issuance and sale of any Shares hereunder, shall relieve the Company of
any  liability  in  respect  of the failure to issue or sell such Shares as to
which  such  requisite  authority  shall  not  have  been  obtained.

     (c)        Tax Withholding.  The employee or other person receiving Stock
                ---------------
upon  exercise  of  an  Option  may  be required to pay to the Company or to a
Subsidiary,  as appropriate, the amount of any such taxes which the Company or
Subsidiary  is required to withhold with respect to such Stock.  In connection
with such obligation to withhold tax, the Company may defer making delivery of
such  Stock  unless and until indemnified on such withholding liability to its
satisfaction.

     (d)         Claim to Options and Employment Rights.  No employee or other
                 --------------------------------------
person  shall  have any claim or right to be granted an Option under the Plan.
Neither  this Plan nor any action taken hereunder shall be construed as giving
any  employee  any  right  to  be  retained  in the employ of the Company or a
Subsidiary.

     (e)       Beneficiaries.  Any payment of Options due under this Plan to a
               -------------
deceased  participant  shall  be  paid  to  the  beneficiary designated by the
participant  and  filed  with  the  Board.    If  no such beneficiary has been
designated  or  survives  the  participant,  payment  shall  be  made  to  the
participant's  legal representative.  A beneficiary designation may be aged or
revoked  by  a  participant  at  any time provided the change or revocation is
filed with the Board.  The designation by a married participant of one or more
persons  other  than  the  participant's  spouse  must  be consented to by the
spouse.

     (f)        Nontransferability.  A person's rights and interests under the
                ------------------
Plan,  including amounts payable, may not be assigned, pledged, or transferred
except,  in  the  event of an employee's death, to a designated beneficiary as
provided  in  the  Plan, or in the absence of such designation, by will or the
laws  of  descent  and  distribution,  or  pursuant  to  a "qualified domestic
relations  order"  under  the  Code  and  ERISA.

     (g)      Indemnification.  Each person who is or shall have been a member
              ---------------
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  in connection with or resulting from any claim,
action,  suit,  or proceeding to which he may be a party or in which he may be
involved  by reason of any action or failure to act under the Plan and against
and  from  any and all amounts paid by him in satisfaction of judgment in such
action,  suit,  or  proceeding  against  him.    He  shall give the Company an
opportunity,  at  its  own  expense,  to  handle and defend the same before he
undertakes  to handle and defend it on his 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 Bylaws or Articles
of  Incorporation,  as  a  matter  of law, or otherwise, or any power that the
Company  may  have  to  indemnify  them  or  hold  them  harmless.

     (h)         Reliance on Reports.  Each member of the Board shall be fully
                 -------------------
justified  in  relying  or  acting  in  good faith upon any report made by the
independent  public  accountants  of the Company and its Subsidiaries and upon
any  other  information furnished in connection with the Plan by any person or
persons other than himself.  In no event shall any person who is or shall have
been  a  member  of  the  Board  be liable for any determination made or other
action  taken,  including the furnishing of information, or failure to act, if
in  good  faith.

     (i)      Relationship to Other Benefits.  No payment under the Plan shall
              ------------------------------
be  taken  into  account  in  determining  any  benefits  under  any  pension,
retirement, savings, profit sharing, group insurance, welfare or other benefit
plan  of  the  Company  or  any  Subsidiary.

     (j)      Expenses.  The expenses of administering the Plan shall be borne
              --------
by  the  Company  and  its  Subsidiaries.

     (k)     Pronouns.  Masculine pronouns and other words of masculine gender
             --------
shall  refer  to  both  men  and  women.

     (l)      Titles and Headings.  The titles and headings of the Sections in
              -------------------
the  Plan  are  for  convenience  of  reference  only, and in the event of any
conflict,  the  text  of  the Plan, rather than such titles or headings, shall
control.

     (m)      Fractional Shares.  No fractional Shares shall be issued and the
              -----------------
Board shall determine whether cash shall be given in lieu of fractional Shares
or  whether  such  fractional  Shares  shall  be  eliminated by rounding up or
rounding  down  unless  otherwise  provided  in  the  Plan.

     (n)        Construction of Plan.  The place of administration of the Plan
                --------------------
shall  be  in  the  State  of  Arizona,  and  the  validity,  construction,
interpretation,  administration  and  effect  of the Plan and of its rules and
regulations,  and  rights  relating  to  the  Plan,  shall  be  determined  in
accordance  with  the  laws  of  the  State  of  Arizona.