The Thorsden Group, Ltd.
                             a Delaware corporation

                         Stock Option and Incentive Plan

                                    SECTION 1

                                     GENERAL
                                     -------

          1.1 Purpose.  This  Stock Option and  Incentive  Plan (the "Plan") has
been established by The Thorsden Group, Ltd. ("Company") to:

              -   attract  and retain  persons  eligible to  participate  in the
                  Plan;

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

              -   provide   incentive   compensation   opportunities   that  are
                  competitive with those of other similar companies;

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

         1.2  Eligibility for  Participation.  Participants in the Plan shall be
selected  by the  Committee,  and  awards  under the Plan may be  granted by the
Committee, to directors, officers and employees of the Company or any Subsidiary
of the Company,  and to other  individuals  such as consultants and non-employee
agents of the Company or a Subsidiary,  whom the Committee believes have made or
will make an essential  contribution  to the Company or a Subsidiary.  Incentive
Stock Options may only be granted to executive  officers and other  employees of
the Company or a majority-owned  Subsidiary who occupy responsible managerial or
professional  positions,  who  have  the  capability  of  making  a  substantial
contribution  to the success of the  Company or  Subsidiary,  and who agree,  in
writing,  to remain in the employ of, and to render  services to, the Company or
Subsidiary  for a period  of at least one (1) year from the date of the grant of
the Award. The Committee has the authority to select particular employees within
the eligible  group to receive  Awards under the Plan. In making this  selection
and in  determining  the persons to whom Awards  under the Plan shall be granted
and the form and amount of awards under the Plan,  the Committee  shall consider
any factors deemed relevant in connection with accomplishing the purposes of the
Plan,  including  the duties of the  respective  persons  and the value of their
present and potential  services and contributions to the success,  profitability
and sound growth of the  Company.  A person to whom an Award has been granted is
sometimes  referred  to herein as an  "Participant."  In the  discretion  of the
Committee, a Participant may be granted any Award permitted by the Plan and more
than one Award may be granted to a Participant.


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<PAGE>

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

         1.4  Administration  of the Plan. The operation and  administration  of
the Plan,  including  the  Awards  made  under the Plan,  will be subject to the
provisions of Section 4 (relating to operation and administration).  Capitalized
terms in the Plan are defined as set forth in the Plan, including the definition
provisions of Section 7 of the Plan.

                                    SECTION 2
                                    ---------

                                OPTIONS AND SARS
                                ----------------

         2.1  Definitions. For purposes of this Plan:

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

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

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

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

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


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<PAGE>

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

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

                  2.4.3 The Committee  may permit a Participant  to elect to pay
         the  Exercise  Price  upon the  exercise  of an Option  by  irrevocably
         authorizing  a third  party to sell  shares of Stock  (or a  sufficient
         portion of the shares)  acquired  upon exercise of the Option and remit
         to the  Company a  sufficient  portion of the sale  proceeds to pay the
         entire  Exercise  Price  and any tax  withholding  resulting  from such
         exercise.

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

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

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

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


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<PAGE>

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

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

                                    SECTION 3
                                    ---------

                               OTHER STOCK AWARDS
                               ------------------

         3.1  Definitions. For purposes of this Plan:

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

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

                  3.1.3 A "Restricted Stock" Award is a grant of shares of Stock
         and a "Restricted  Stock Unit" Award is the grant of a right to receive
         shares of Stock in the  future,  with such  shares of Stock or right to
         future delivery of such shares of Stock subject to a risk of forfeiture
         or other  restrictions  that will lapse upon the  achievement of one or
         more goals  relating to  completion of service by the  Participant,  or
         achievement of performance  or other  objectives,  as determined by the
         Committee.

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

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

                  3.2.2 The Committee may designate whether any such Award being
         granted  to  any  Participant  is  intended  to  be  "performance-based
         compensation"  as that term is used in Section  162(m) of the Code. Any


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<PAGE>

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

                                    SECTION 4
                                    ---------

                          OPERATION AND ADMINISTRATION
                          ----------------------------

         4.1  Effective Date. Subject to the approval of the shareholders of the
Company at the Company's 1998 annual meeting of its shareholders, the Plan shall
be effective as of January 1, 1999 (the "Effective  Date");  provided,  however,
that to the extent that Awards are granted  under the Plan prior to its approval
by the  shareholders,  the Awards shall be contingent on approval of the Plan by
the shareholders of the Company at such annual meeting or an intervening special
meeting at which a vote is taken as to approval  of the Plan.  The Plan shall be
unlimited  in duration  and, in the event of Plan  termination,  shall remain in
effect as long as any Awards under it are outstanding;  provided, however, that,
to the extent  required by the Code,  no ISO may be granted  under the plan on a
date  that is more  than ten  years  from the date the Plan is  adopted  or,  if
earlier, the date the Plan is approved by shareholders.

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

                  4.2.1 Subject to the following  provisions of this  subsection
         4.2,  the maximum  number of shares of Stock that may be  delivered  to
         Participants and their  beneficiaries under the Plan shall be 2,000,000
         shares of Stock; however, the Board may increase such number of shares,
         but not in any event without  shareholder  approval of an increase that
         would  result in the number of shares  available in the  aggregate  for
         Awards  under the Plan  exceeding  10% of the total  authorized  common
         shares of the Company.

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


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<PAGE>

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

                  4.2.4 Subject to paragraph  4.2.5,  the  following  additional
         maximums are imposed under the Plan:

                           (a) The maximum number of shares of Stock that may be
                  issued by Options intended to be ISOs shall be 500,000 shares.

                           (b) The maximum number of shares of Stock that may be
                  issued  in  conjunction  with  Awards  granted  to  Section  3
                  (relating to Stock Awards) shall be 500,000 shares.

                           (c) The maximum  number of shares that may be covered
                  by Awards granted to any one individual  pursuant to Section 2
                  (relating to Options and SARs) shall be 100,000  shares during
                  any calendar year.

                           (d) No more  than  100,000  shares  of  Stock  may be
                  subject  to  Stock  Unit  Awards,   Restricted  Stock  Awards,
                  Restricted Stock Unit Awards and Performance Share Awards that
                  are intended to be  "performance-based  compensation" (as that
                  term is used for purposes of Code Section  162(m))  granted to
                  any  one  individual  during  any   one-calendar-year   period
                  (regardless of when such shares are deliverable).

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

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

                  4.3.1 Notwithstanding  any  other  provision of the Plan,  the
         Company  shall have no  liability  to deliver any shares of Stock under


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<PAGE>

         the Plan or make any  other  distribution  of  benefits  under the Plan
         unless such delivery or  distribution  would comply with all applicable
         laws (including, without limitation, the requirements of the Securities
         Act of  1933),  and  the  applicable  requirements  of  any  securities
         exchange or similar entity.

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

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

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

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

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


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<PAGE>

Participant.  Any  disputes  relating  to  liability  of a  Subsidiary  for cash
payments shall be resolved by the Committee.

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

         4.9  Form and Time of Elections.  Unless  otherwise  specified  herein,
each  election  required or  permitted  to be made by any  Participant  or other
person entitled to benefits under the Plan, and any permitted  modification,  or
revocation thereof,  shall be in writing filed with the Committee at such times,
in such form, and subject to such restrictions and limitations, not inconsistent
with the terms of the Plan, as the Committee shall require.

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

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

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

         4.13 Limitation of Implied Rights.

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


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<PAGE>

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

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


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<PAGE>

                                    SECTION 5
                                    ---------

                                CHANGE IN CONTROL
                                -----------------

         5.1  Effect  of  Change  in  Control.  Subject  to  the  provisions  of
paragraph 4.2.5 (relating to the adjustment of shares),  and except as otherwise
provided in the Plan or the Award  Agreement  reflecting the  applicable  Award,
upon the occurrence of a Change in Control:

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

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

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

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

                  5.2.1 Any "Person" (as such term is used in Section  13(d) and
         14(d)(2) of the Securities  Exchange Act of 1934, as amended ("Exchange
         Act")) is or becomes a beneficial  owner,  directly or  indirectly,  of
         Stock of the Company representing 25% or more of the total voting power
         of the Company's then outstanding Stock.

                  5.2.2 A tender  offer  (for  which a filing has been made with
         the SEC which purports to comply with the requirements of Section 14(d)
         of the  Exchange Act and the  corresponding  SEC rules) is made for the
         Stock of the  Company.  In case of such a tender  offer,  the Change in
         Control will be deemed to have  occurred upon the first to occur of (i)
         any time during the tender offer when the Person  making the offer owns
         or has  accepted  for payment  Stock of the Company with 25% or more of
         the total voting power of the Company's outstanding Stock or (ii) three
         business  days  before  the offer is to  terminate  unless the offer is
         withdrawn first, if the Person making the offer could own, by the terms
         of the offer plus any shares  owned by this  Person,  Stock with 50% or
         more of the total voting power of the Company's  outstanding Stock when
         the offer terminates.

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



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                                    SECTION 6
                                    ---------

                                    COMMITTEE
                                    ---------

         6.1  Administration.  The authority to control and manage the operation
and  administration of the Plan shall be vested in a committee (the "Committee")
in accordance  with this Section 6. The Committee shall be selected by the Board
of the Company and shall consist  solely of two or more members of the Board who
are not also employees of the Company.  If the Committee does not exist,  or for
any other reason  determined  by the Board,  the Board may take any action under
the Plan that would otherwise be the responsibility of the Committee.

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

                  6.2.1 Subject  to the  Plan,  the   Committee  will  have  the
         authority and  discretion  to select from among the Eligible  Employees
         those persons who shall receive Awards,  to determine the time or times
         of receipt,  to determine  the types of Awards and the number of shares
         covered by the Awards, to establish the terms, conditions,  performance
         criteria,  restrictions,  and  other  provisions  of such  Awards,  and
         (subject to the restrictions imposed by Section 7) to cancel or suspend
         Awards.

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

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

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

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

         6.3  Delegation  by  Committee.  Except  to the  extent  prohibited  by
applicable law or the applicable  rules of a stock  exchange,  the Committee may


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<PAGE>

allocate  all or any  portion of its  responsibilities  and powers to any one or
more of its members and may delegate all or any part of its responsibilities and
powers  to any  person  or  persons  selected  by it.  Any  such  allocation  or
delegation may be revoked by the Committee at any time.

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

                                    SECTION 7
                                    ---------

                            AMENDMENT AND TERMINATION
                            -------------------------

         The Board may, at any time, amend or terminate the Plan,  provided that
no amendment or termination may, in the absence of written consent to the change
by the affected  Participant  (or, if the  Participant  is not then living,  the
affected  beneficiary),  adversely  affect  the  rights  of any  Participant  or
beneficiary  under  any  Award  granted  under  the Plan  prior to the date such
amendment is adopted by the Board; provided that adjustments pursuant or subject
to subsection  4.2.5 shall not be subject to the foregoing  limitations  of this
Section 7.

                                    SECTION 8
                                    ---------

                                  DEFINED TERMS
                                  -------------

         In addition to the other definitions  contained  herein,  the following
definitions shall apply:

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

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

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

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


                                       12

<PAGE>

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

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

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

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

                  8.6.3 If  the  day is not a  business  day,  and as a  result,
         paragraphs 8.5.1 and 8.5.2 are not applicable, the Fair Market Value of
         the Stock will be determined as of the last preceding  business day. If
         paragraphs  8.5.1 and 8.5.2 are otherwise  inapplicable,  then the Fair
         Market  Value of the Stock  shall be  determined  in good  faith by the
         Committee.

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

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

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

                                    SECTION 9
                                    ---------

                                  MISCELLANEOUS
                                  -------------

         9.1  General Restriction. Each Award under the Plan shall be subject to
the requirement  that, if at any time the Committee shall determine that (i) the
listing, registration or qualification of the shares of Stock subject or related
thereto upon any securities  exchange or under any state or federal law, or (ii)
the consent or approval of any government regulatory body, or (iii) an agreement


                                       13

<PAGE>

by the  Participant  with respect to the  disposition of Stock,  is necessary or
desirable as a condition of, or in connection  with,  the granting of such Award
or the issue or purchase of Stock thereunder, such Award may not be exercised or
consummated  in whole or in part  unless and until such  listing,  registration,
qualification,  consent,  approval  or  agreement  shall have been  effected  or
obtained free of any conditions not acceptable to the Committee.

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

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

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

ADOPTED  BY  RESOLUTION  OF THE  BOARD OF  DIRECTORS,  EFFECTIVE  THE 1ST DAY OF
JANUARY, 1999.



                                       -----------------------------------------

                                                                , Secretary
                                       -------------------------


                                       14