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                                                                   EXHIBIT 10.27

                             MHL DEVELOPMENT COMPANY

                            1998 STOCK INCENTIVE PLAN

        1. PURPOSE. The purpose of this Stock Incentive Plan (the "Plan") is to
enable mHL Development Company, an Oregon corporation (the "Company") to attract
and retain the services of (1) selected employees, officers and directors of the
Company or of any subsidiary of the Company and (2) selected nonemployee agents,
consultants, advisors, persons involved in the sale or distribution of the
Company's products and independent contractors of the Company or any subsidiary.

        2. SHARES SUBJECT TO THE PLAN. Subject to adjustment as provided below
and in Section 13, the shares to be offered under the Plan shall consist of
Common Stock of the Company, and the total number of shares of Common Stock that
may be issued under the Plan shall not exceed 2,000,000 shares. The shares
issued under the Plan may be authorized and unissued shares or reacquired
shares, and they may be shares of the Company's Voting Common Stock or Nonvoting
Common Stock. If an option, stock appreciation right or performance unit granted
under the Plan expires, terminates or is canceled, the unissued shares subject
to such option, stock appreciation right or performance unit shall again be
available under the Plan. If shares sold or awarded as a bonus under the Plan
are forfeited to the Company or repurchased by the Company, the number of shares
forfeited or repurchased shall again be available under the Plan.

        3. EFFECTIVE DATE AND DURATION OF PLAN.

                a. EFFECTIVE DATE. The Plan shall become effective as of
February 27, 1998. No option, stock appreciation right or performance unit
granted under the Plan shall become exercisable, however, until the Plan is
approved by the affirmative vote of the holders of a majority of the shares of
Common Stock represented at a shareholders meeting at which a quorum is present
and any such awards under the Plan prior to such approval shall be conditioned
on and subject to such approval. Subject to this limitation, options, stock
appreciation rights and performance units may be granted and shares may be
awarded as bonuses or sold under the Plan at any time after the effective date
and before termination of the Plan.

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



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        4. ADMINISTRATION.

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

                b. COMMITTEE. The Board of Directors may delegate to a committee
of the Board of Directors or specified officers of the Company, or both (the
"Committee") any or all authority for administration of the Plan. If authority
is delegated to a Committee, all references to the Board of Directors in the
Plan shall mean and relate to the Committee except (i) as otherwise provided by
the Board of Directors and (ii) that only the Board of Directors may amend or
terminate the Plan as provided in Sections 3 and 15.

        5. TYPES OF AWARDS; ELIGIBILITY. The Board of Directors may, from time
to time, take the following actions, separately or in combination, under the
Plan: (i) grant Incentive Stock Options, as defined in Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), as provided in Sections
6(a) and 6(b); (ii) grant options other than Incentive Stock Options
("Non-Statutory Stock Options") as provided in Sections 6(a) and 6(c); (iii)
award stock bonuses as provided in Section 7; (iv) sell shares subject to
restrictions as provided in Section 8; (v) grant stock appreciation rights as
provided in Section 9; (vi) grant cash bonus rights as provided in Section 10;
(vii) grant performance units as provided in Section 11 and (viii) grant foreign
qualified awards as provided in Section 12. Any such awards may be made to
employees, including employees who are officers or directors, and to other
individuals described in Section 1 who the Board of Directors believes have made
or will make an important contribution to the Company or any subsidiary of the
Company; provided, however, that only employees of the Company shall be eligible
to receive Incentive Stock Options under the Plan. The Board of Directors shall
select the individuals to whom awards shall be made and shall specify the action
taken with respect to each individual to whom an award is made. At the
discretion of the Board of Directors, an individual may be given an election to
surrender an award in exchange for the grant of a new award. No employee may be
granted options or stock appreciation rights under the Plan for more than an
aggregate of



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200,000 shares of Common Stock in connection with the hiring of the employee or
50,000 shares of Common Stock in any calendar year otherwise.

        6. OPTION GRANTS.

                a. GENERAL RULES RELATING TO OPTIONS.

                        i. Terms of Grant. The Board of Directors may grant
        options under the Plan. With respect to each option grant, the Board of
        Directors shall determine the number of shares subject to the option,
        the option price, the period of the option, the time or times at which
        the option may be exercised, whether the option shall be for Voting
        Common Stock or Nonvoting Common Stock or a combination of both, and
        whether the option is an Incentive Stock Option or a Non-Statutory Stock
        Option. At the time of the grant of an option or at any time thereafter,
        the Board of Directors may provide that an optionee who exercised an
        option with Common Stock of the Company shall automatically receive a
        new option to purchase additional shares equal to the number of shares
        surrendered and may specify the terms and conditions of such new
        options.

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

                        iii. Nontransferability. Each Incentive Stock Option
        and, unless otherwise determined by the Board of Directors, each other
        option granted under the Plan by its terms shall be nonassignable and
        nontransferable by the optionee, either



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        voluntarily or by operation of law, except by will or by the laws of
        descent and distribution of the state or country of the optionee's
        domicile at the time of death.

                        iv. Termination of Employment or Service.

                                (1) General Rule. Unless otherwise determined by
                the Board of Directors, in the event the employment or service
                of the optionee with the Company or a subsidiary terminates for
                any reason other than because of physical disability or death as
                provided in subsections 6(a)(iv)(B) and (C), the option may be
                exercised at any time prior to the expiration date of the option
                or the expiration of 30 days after the date of such termination,
                whichever is the shorter period, but only if and to the extent
                the optionee was entitled to exercise the option at the date of
                such termination.

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

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



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                                (4) Amendment of Exercise Period Applicable to
                Termination. The Board of Directors, at the time of grant or,
                with respect to an option that is not an Incentive Stock Option,
                at any time thereafter, may extend the 30-day and 12-month
                exercise periods any length of time not longer than the original
                expiration date of the option, and may increase the portion of
                an option that is exercisable, subject to such terms and
                conditions as the Board of Directors may determine.

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

                        v. Purchase of Shares. Unless the Board of Directors
        determines otherwise, shares may be acquired pursuant to an option
        granted under the Plan only upon receipt by the Company of notice in
        writing from the optionee of the optionee's intention to exercise,
        specifying the number of shares as to which the optionee desires to
        exercise the option and the date on which the optionee desires to
        complete the transaction, and if required in order to comply with the
        Securities Act of 1933, as amended, containing a representation that it
        is the optionee's present intention to acquire the shares for investment
        and not with a view to distribution. Unless the Board of Directors
        determines otherwise, on or before the date specified for completion of
        the purchase of shares pursuant to an option, the optionee must have
        paid the Company the full purchase price of such shares in cash
        (including, with the consent of the Board of Directors, cash that may be
        the proceeds of a loan from the Company (provided that, with respect to
        an Incentive Stock Option, such loan is approved at the time of option
        grant)) or, with the consent of the Board of Directors, in whole or in
        part, in Common Stock of the Company valued at fair market value,
        restricted stock, performance units or other contingent awards
        denominated in either stock or cash, promissory notes and other forms of
        consideration. The Board of Directors shall make a good faith
        determination of the fair market value of Common Stock provided in
        payment of the purchase price. If the Common Stock of the Company is not
        publicly traded on the date the option is exercised, the Board of
        Directors may consider any valuation methods it deems appropriate and
        may, but is not required to, obtain one or more independent appraisals
        of the Company. If the Common Stock of the Company is publicly traded on
        the date the option is exercised, the fair market value of Common Stock
        provided in payment of the purchase price shall be the closing price of
        the Common Stock as reported in The Wall Street Journal on the last
        trading day preceding the date the option is exercised, or such other
        reported value of the Common Stock as shall be specified by the Board of
        Directors. No shares shall be issued until full payment for the shares
        has been made. With the consent of the Board of Directors (which, in the
        case of an Incentive Stock Option, shall be given only at the time of
        option grant), an optionee



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        may request the Company to apply automatically the shares to be received
        upon the exercise of a portion of a stock option (even though stock
        certificates have not yet been issued) to satisfy the purchase price for
        additional portions of the option. Each optionee who has exercised an
        option shall immediately upon notification of the amount due, if any,
        pay to the Company in cash amounts necessary to satisfy any applicable
        federal, state and local tax withholding requirements. If additional
        withholding is or becomes required beyond any amount deposited before
        delivery of the certificates, the optionee shall pay such amount to the
        Company on demand. If the optionee fails to pay the amount demanded, the
        Company may withhold that amount from other amounts payable by the
        Company to the optionee, including salary, subject to applicable law.
        With the consent of the Board of Directors an optionee may satisfy this
        obligation, in whole or in part, by having the Company withhold from the
        shares to be issued upon the exercise that number of shares that would
        satisfy the withholding amount due or by delivering to the Company
        Common Stock to satisfy the withholding amount. Upon the exercise of an
        option, the number of shares reserved for issuance under the Plan shall
        be reduced by the number of shares issued upon exercise of the option.

                b. INCENTIVE STOCK OPTIONS. Incentive Stock Options shall be
subject to the following additional terms and conditions:

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

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

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

                iv. Option Price. The option price per share shall be determined
        by the Board of Directors at the time of grant. Except as provided in
        Section 6(b)(ii), the



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

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

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

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

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

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



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        7. STOCK BONUSES. The Board of Directors may award shares under the Plan
as stock bonuses. Shares awarded as a bonus shall be subject to the terms,
conditions, and restrictions determined by the Board of Directors. The
restrictions may include restrictions concerning transferability and forfeiture
of the shares awarded, together with such other restrictions as may be
determined by the Board of Directors. The Board of Directors may require the
recipient to sign an agreement as a condition of the award, but may not require
the recipient to pay any monetary consideration other than amounts necessary to
satisfy tax withholding requirements. The agreement may contain any terms,
conditions, restrictions, representations and warranties required by the Board
of Directors. The certificates representing the shares awarded shall bear any
legends required by the Board of Directors. The Company may require any
recipient of a stock bonus to pay to the Company in cash upon demand amounts
necessary to satisfy any applicable federal, state or local tax withholding
requirements. If the recipient fails to pay the amount demanded, the Company may
withhold that amount from other amounts payable by the Company to the recipient,
including salary or fees for services, subject to applicable law. With the
consent of the Board of Directors, a recipient may deliver Common Stock to the
Company to satisfy this withholding obligation. Upon the issuance of a stock
bonus, the number of shares reserved for issuance under the Plan shall be
reduced by the number of shares issued.

        8. RESTRICTED STOCK. The Board of Directors may issue shares under the
Plan for such consideration (including promissory notes and services) as
determined by the Board of Directors. Shares issued under the Plan shall be
subject to the terms, conditions and restrictions determined by the Board of
Directors. The restrictions may include restrictions concerning transferability,
repurchase by the Company and forfeiture of the shares issued, together with
such other restrictions as may be determined by the Board of Directors. All
Common Stock issued pursuant to this Section 8 shall be subject to a purchase
agreement, which shall be executed by the Company and the prospective recipient
of the shares prior to the delivery of certificates representing such shares to
the recipient. The purchase agreement may contain any terms, conditions,
restrictions, representations and warranties required by the Board of Directors.
The certificates representing the shares shall bear any legends required by the
Board of Directors. The Company may require any purchaser of restricted stock to
pay to the Company in cash upon demand amounts necessary to satisfy any
applicable federal, state or local tax withholding requirements. If the
purchaser fails to pay the amount demanded, the Company may withhold that amount
from other amounts payable by the Company to the purchaser, including salary,
subject to applicable law. With the consent of the Board of Directors, a
purchaser may deliver Common Stock to the Company to satisfy this withholding
obligation. Upon the issuance of restricted stock, the number of shares reserved
for issuance under the Plan shall be reduced by the number of shares issued.



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        9. STOCK APPRECIATION RIGHTS.

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

                b. EXERCISE.

                        i. Each stock appreciation right shall entitle the
        holder, upon exercise, to receive from the Company in exchange therefor
        an amount equal in value to the excess of the fair market value on the
        date of exercise of one share of Common Stock of the Company over its
        fair market value on the date of grant (or, in the case of a stock
        appreciation right granted in connection with an option, the excess of
        the fair market value of one share of Common Stock of the Company over
        the option price per share under the option to which the stock
        appreciation right relates), multiplied by the number of shares covered
        by the stock appreciation right or the option, or portion thereof, that
        is surrendered. Payment by the Company upon exercise of a stock
        appreciation right may be made in Common Stock valued at fair market
        value, in cash, or partly in Common Stock and partly in cash, all as
        determined by the Board of Directors.

                        ii. A stock appreciation right shall be exercisable only
        at the time or times established by the Board of Directors. If a stock
        appreciation right is granted in connection with an option, the
        following rules shall apply: (1) the stock appreciation right shall be
        exercisable only to the extent and on the same conditions that the
        related option could be exercised; (2) the stock appreciation rights
        shall be exercisable only when the fair market value of the stock
        exceeds the option price of the related option; (3) the stock
        appreciation right shall be for no more than 100 percent of the excess
        of the fair market value of the stock at the time of exercise over the
        option price; (4) the stock appreciation right expires no later than
        expiration of the underlying option; (5) upon exercise of the stock
        appreciation right, the option or portion thereof to which the stock
        appreciation right relates terminates; and (6) upon exercise of the
        option, the related stock appreciation right or portion thereof
        terminates.

                        iii. The Board of Directors may withdraw any stock
        appreciation right granted under the Plan at any time and may impose any
        conditions upon the exercise of a stock appreciation right or adopt
        rules and regulations from time to time affecting the rights of holders
        of stock appreciation rights. If the stock appreciation right is granted
        in conjunction with an incentive stock option, no change to the stock
        appreciation right shall give the optionee additional benefits under the
        incentive stock option. Such rules and regulations may govern the right
        to exercise stock appreciation



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        rights granted prior to adoption or amendment of such rules and
        regulations as well as stock appreciation rights granted thereafter.

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

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

                        vi. Each stock appreciation right granted in connection
        with an Incentive Stock Option, and unless otherwise determined by the
        Board of Directors, each other stock appreciation right granted under
        the Plan by its terms shall be nonassignable and nontransferable by the
        holder, either voluntarily or by operation of law, except by will or by
        the laws of descent and distribution of the state or country of the
        holder's domicile at the time of death. Each stock appreciation right by
        its terms shall be exercisable during the holder's lifetime only by the
        holder. However, if the holder is disabled as described in 6(a)(iv)(B),
        a legal representative may exercise the option on the holder's behalf.

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

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

        10. CASH BONUS RIGHTS.

                a. GRANT. The Board of Directors may grant cash bonus rights
under the Plan in connection with (i) options granted or previously granted,
(ii) stock appreciation rights



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granted or previously granted, (iii) stock bonuses awarded or previously awarded
and (iv) shares sold or previously sold under the Plan. Cash bonus rights will
be subject to rules, terms and conditions as the Board of Directors may
prescribe. Unless otherwise determined by the Board of Directors, each cash
bonus right granted under the Plan by its terms shall be nonassignable and
nontransferable by the holder, either voluntarily or by operation of law, except
by will or by the laws of descent and distribution of the state or country of
the holder's domicile at the time of death. The payment of a cash bonus shall
not reduce the number of shares of Common Stock reserved for issuance under the
Plan.

        b. CASH BONUS RIGHTS IN CONNECTION WITH OPTIONS. A cash bonus right
granted in connection with an option will entitle an optionee to a cash bonus
when the related option is exercised (or terminates in connection with the
exercise of a stock appreciation right related to the option) in whole or in
part if, in the sole discretion of the Board of Directors, the bonus right will
result in a tax deduction that the Company has sufficient taxable income to use.
If an optionee purchases shares upon exercise of an option and does not exercise
a related stock appreciation right, the amount of the bonus, if any, shall be
determined by multiplying the excess of the total fair market value of the
shares to be acquired upon the exercise over the total option price for the
shares by the applicable bonus percentage. If the optionee exercises a related
stock appreciation right in connection with the termination of an option, the
amount of the bonus, if any, shall be determined by multiplying the total fair
market value of the shares and cash received pursuant to the exercise of the
stock appreciation right by the applicable bonus percentage. The bonus
percentage applicable to a bonus right, including a previously granted bonus
right, may be changed from time to time at the sole discretion of the Board of
Directors but shall in no event exceed 75 percent.

        c. CASH BONUS RIGHTS IN CONNECTION WITH STOCK BONUS. A cash bonus right
granted in connection with a stock bonus will entitle the recipient to a cash
bonus payable when the stock bonus is awarded or restrictions, if any, to which
the stock is subject lapse. If bonus stock awarded is subject to restrictions
and is repurchased by the Company or forfeited by the holder, the cash bonus
right granted in connection with the stock bonus shall terminate and may not be
exercised. The amount and timing of payment of a cash bonus shall be determined
by the Board of Directors.

        d. CASH BONUS RIGHTS IN CONNECTION WITH STOCK PURCHASES. A cash bonus
right granted in connection with the purchase of stock pursuant to Section 8
will entitle the recipient to a cash bonus when the shares are purchased or
restrictions, if any, to which the stock is subject lapse. Any cash bonus right
granted in connection with shares purchased pursuant to Section 8 shall
terminate and may not be exercised in the event the shares are repurchased by
the Company or forfeited by the holder pursuant to applicable restrictions. The
amount of any cash bonus to be awarded and timing of payment of a cash bonus
shall be determined by the Board of Directors.



<PAGE>   12

        e. TAXES. The Company shall withhold from any cash bonus paid pursuant
to Section 10 the amount necessary to satisfy any applicable federal, state and
local withholding requirements.

        11. PERFORMANCE UNITS. The Board of Directors may grant performance
units consisting of monetary units which may be earned in whole or in part if
the Company achieves certain goals established by the Board of Directors over a
designated period of time, but not in any event more than 10 years. The goals
established by the Board of Directors may include earnings per share, return on
shareholders' equity, return on invested capital, and such other goals as may be
established by the Board of Directors. In the event that the minimum performance
goal established by the Board of Directors is not achieved at the conclusion of
a period, no payment shall be made to the participants. In the event the maximum
corporate goal is achieved, 100 percent of the monetary value of the performance
units shall be paid to or vested in the participants. Partial achievement of the
maximum goal may result in a payment or vesting corresponding to the degree of
achievement as determined by the Board of Directors. Payment of an award earned
may be in cash or in Common Stock or in a combination of both, and may be made
when earned, or vested and deferred, as the Board of Directors determines.
Deferred awards shall earn interest on the terms and at a rate determined by the
Board of Directors; however, such rate shall be no less than the long-term
federal rate in effect under Section 1274(d) of the Internal Revenue Code of
1986, as amended (as of the date the award is made), compounded semi-annually.
Unless otherwise determined by the Board of Directors, each performance unit
granted under the Plan by its terms shall be nonassignable and nontransferable
by the holder, either voluntarily or by operation of law, except by will or by
the laws of descent and distribution of the state or country of the holder's
domicile at the time of death. Each participant who has been awarded a
performance unit shall, upon notification of the amount due, pay to the Company
in cash amounts necessary to satisfy any applicable federal, state and local tax
withholding requirements. If the participant fails to pay the amount demanded,
the Company may withhold that amount from other amounts payable by the Company
to the participant, including salary or fees for services, subject to applicable
law. With the consent of the Board of Directors a participant may satisfy this
obligation, in whole or in part, by having the Company withhold from any shares
to be issued that number of shares that would satisfy the withholding amount due
or by delivering Common Stock to the Company to satisfy the withholding amount.
The payment of a performance unit in cash shall not reduce the number of shares
of Common Stock reserved for issuance under the Plan. The number of shares
reserved for issuance under the Plan shall be reduced by the number of shares
issued upon payment of an award.

        12. FOREIGN QUALIFIED GRANTS. Awards under the Plan may be granted to
such officers and employees of the Company and its subsidiaries and such other
persons described in Section 1 residing in foreign jurisdictions as the Board of
Directors may determine from time to time. The Board of Directors may adopt such
supplements to the Plan as may be necessary to comply with the applicable laws
of such foreign jurisdictions and to afford



<PAGE>   13

participants favorable treatment under such laws; provided, however, that no
award shall be granted under any such supplement with terms which are more
beneficial to the participants than the terms permitted by the Plan.

        13. CHANGES IN CAPITAL STRUCTURE.

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

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

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

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



<PAGE>   14

        Directors, the old options shall be vested only to the extent that the
        vesting requirements relating to options granted hereunder have been
        satisfied.

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

                c. DISSOLUTION OF THE COMPANY. In the event of the dissolution
of the Company, options shall be treated in accordance with Section 13(b)(iii).

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

        14. AMENDMENT OF PLAN. The Board of Directors may at any time, and from
time to time, modify or amend the Plan in such respects as it shall deem
advisable because of changes in the law while the Plan is in effect or for any
other reason. Except as provided in Sections 6(a)(iv), 9, 10 and 13, however, no
change in an award already granted shall be made without the written consent of
the holder of such award.

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

        16. EMPLOYMENT AND SERVICE RIGHTS. Nothing in the Plan or any award
pursuant to the Plan shall (i) confer upon any employee any right to be
continued in the employment of the Company or any subsidiary or interfere in any
way with the right of the Company or any subsidiary by whom such employee is
employed to terminate such employee's employment at any time, for any reason,
with or without cause, or to decrease such employee's compensation



<PAGE>   15

or benefits, or (ii) confer upon any person engaged by the Company any right to
be retained or employed by the Company or to the continuation, extension,
renewal, or modification of any compensation, contract, or arrangement with or
by the Company.

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

Adopted:       February 27, 1998.