FIRST SCIENTIFIC, INC.
                                                                            
     
  
                            1998 STOCK INCENTIVE PLAN
                                                  
  
   1.   PURPOSE.  This 1998 Stock Incentive Plan (the "Plan") is intended to
  provide incentives: (a) to the officers and other employees of First
  Scientific, Inc., a Delaware corporation (the  "Company"), and any present
  or future subsidiaries of the Company (individually, a "Related
  Corporation" and collectively "Related Corporations") by providing them
  with opportunities to purchase stock in the Company pursuant to options
  granted hereunder that qualify as "incentive stock options" under Section
  422A(b) of the Internal Revenue Code of 1986, as amended (the "Code")
  (individually an "ISO" and collectively "ISOs"); (b) to directors,
  officers, employees and consultants of the Company and Related
  Corporations by providing them with opportunities to purchase stock in the
  Company pursuant to options granted hereunder that do not qualify as ISOs
  (individually a "Non-Qualified Option" and collectively "Non-Qualified
  Options"); (c) to directors, officers, employees and consultants of the
  Company and Related Corporations by providing them with awards of stock in
  the Company ("Awards"); and (d) to directors, officers, employees and
  consultants of the Company and Related Corporations by providing them with
  opportunities to make direct purchases of stock in the Company
  ("Purchases").  Both ISOs and Non-Qualified Options are referred to
  hereinafter individually as an "Option" and collectively as "Options". 
  Options, Awards and authorizations to make Purchases are referred to
  hereinafter collectively as "Stock Rights".  As used herein, the terms
  "parent" and "subsidiary" mean "parent corporation" and "subsidiary
  corporation", respectively, as those terms are defined in Section 425 of
  the Code.
  
   2.   ADMINISTRATION OF THIS PLAN.
  
         (a)  Board or Committee Administration.  This Plan shall be
  administered solely by the Company's Board of Directors (the "Board") or
  by a Compensation Committee (the "Committee") consisting of not less than
  two (2) members appointed by the Board, provided the members of the Board
  or such Committee members have not within one year prior to such Committee
  service received, or during such service receive, a grant or award of
  Stock Rights under this Plan or any other plan of the Company. 
  Hereinafter, all references in this Plan to the "Committee" shall mean the
  Board if no Committee has been appointed.  Subject to ratification of the
  grant or authorization of each Stock Right by the Board (if so required by
  applicable state law), and subject to the terms of this Plan, the
  Committee shall have the authority to (i) determine the employees of the
  Company and Related Corporations (from among the class of employees
  eligible under Section 3 below to receive ISOs) to whom ISOs may be
  granted, and to determine (from among the class of individuals and
  entities eligible under Section 3 below to receive Non-Qualified Options
  and Awards and to make Purchases) to whom Non-Qualified Options, Awards
  and authorizations to make Purchases may be granted; (ii) determine the
  time or times at which Options or Awards may be granted or Purchases made;
  (iii) determine the option price of shares subject to each Option, which
  price shall not be less than the minimum price specified in Section 6
  below, and the purchase price of shares subject to each Purchase; (iv)
  determine whether each Option granted shall be an ISO or a Non-Qualified
  Option; (v) determine (subject to Section 7 below) the time or times when
  each Option shall become exercisable and the duration of the exercise
  period; (vi) determine whether restrictions such as repurchase options are
  to be imposed on shares subject to Options, Awards and Purchases and the
  nature of such restrictions, if any; and (vii) interpret this Plan and
  prescribe and rescind rules and regulations relating to this Plan.  If the
  Committee determines to issue a Non-Qualified Option, the Committee shall
  take whatever actions it deems necessary under Section 422A of the Code
  and the regulations promulgated thereunder, to ensure that such Option is
  not treated as an ISO.  The interpretation and construction by the
  Committee of any provisions of this Plan or of any Stock Right granted
  under this Plan shall be final unless otherwise determined by the Board. 
  The Committee may from time-to-time adopt such rules and regulations for
  carrying out this Plan as it may deem appropriate.  No member of the Board
  or of the Committee shall be liable for any action or determination made
  in good faith with respect to this Plan or any Stock Right granted under
  this Plan.
  
         (b)  Committee Actions.  The Committee may select one of its
  members as its chairman, and shall hold meetings at such times and places
  as it may determine.  Acts by a majority of the Committee, or acts reduced
  to or approved in writing by a majority of the members of the Committee,
  shall be the valid acts of the Committee.  From time-to-time the Board may
  increase the size of the Committee and appoint additional members thereof,
  may remove members (with or without cause) and may appoint new members in
  substitution therefor, fill vacancies (however caused), or remove all
  members of the Committee and thereafter directly administer this Plan.
  
         (c)  Grant of Stock Rights to Board Members.  Stock Rights may be
  granted to members of the Board, but any such grant shall be made and
  approved in accordance with Section 2(d) below, if applicable.  All grants
  of Stock Rights to members of the Board shall in all other respects be
  made in accordance with the provisions of this Plan applicable to other
  eligible persons.  Members of the Board who are either (i) eligible for
  Stock Rights pursuant to this Plan or (ii) have been granted Stock Rights
  may vote on any matters affecting the administration of this Plan or the
  grant of any Stock Rights pursuant to this Plan, except that no such
  member shall act upon the granting to himself or herself of Stock Rights,
  but any such member may be counted in determining the existence of a
  quorum at any meeting of the Board during which action is taken with
  respect to the granting to him or her of Stock Rights.
  
         (d)  Compliance with Federal Securities Laws.  Various restrictions
  apply to officers and directors and others who may be deemed insiders. 
  Holders of Stock Rights should consult with their legal and tax advisors
  regarding the securities law, tax law and other effects of transactions
  under this Plan.  These restrictions relate to holding periods,
  alternative minimum tax calculations and other matters and should be
  clearly understood by the holders of Stock Rights.
  
              (e)   Intent of Plan.  This Plan is intended to be an
  "employee benefit plan" under Rule 16b-3 promulgated under Section 16(b)
  of the Securities Exchange Act of 1934, as amended (the "1934 Act").  This
  Plan is also intended to be a "compensatory benefit plan" under Rule 701
  promulgated under the Securities Act of 1933, as amended.  Transactions
  under this Plan are intended to comply with said Rules and counterpart or
  similar provisions of state securities laws and regulations where
  applicable.  To the extent any provisions of this Plan or any action by
  the Committee or of the Board fails to so comply, each provision(s) and
  action(s) shall be deemed to be null and void, to the extent permitted by
  applicable law and as deemed advisable by the Commission, state securities
  regulators or the Board.
  
              (f)   Shareholder Approval.  Grants of incentive stock options
  (but not of Non-Qualified Options) hereunder shall be subject to
  shareholder approval of this Plan within twelve (12) months following the
  date this Plan is  approved and adopted by the Board.
  
   3.   ELIGIBLE EMPLOYEES AND OTHERS.  ISOs may be granted to any employee
  of the Company or any Related Corporation.  Any officer or director of the
  Company who is not also an employee of the Company may not be granted ISOs
  under this Plan.  Non-Qualified Options, Awards and authorizations to make
  Purchases may be granted to any employee, officer or director (whether or
  not such person is also an employee of the Company) or to consultant to
  the Company or any Related Corporation.  The Committee may take into
  consideration a recipient's individual circumstances in determining
  whether to grant an ISO, a Non-Qualified Option, an Award or an
  authorization to make a Purchase.  The granting of a Stock Right to any
  individual or entity shall neither entitle that individual or entity to,
  nor disqualify that individual or entity from, participation in any other
  grant of Stock Rights.
  
   4.   STOCK.  The stock subject to Options, Awards and Purchases shall be
  authorized but unissued shares of Common Stock of the Company, par value,
  $0.001 per share (the "Common Stock"), or shares of Common Stock
  reacquired by the Company in any manner.  The aggregate number of shares
  that may be issued pursuant to this Plan is two million five hundred
  thousand (2,500,000), subject to adjustment as provided in Section 13
  below.  Any such shares may be issued as ISOs, Non-Qualified Options or
  Awards or to individuals or entities making Purchases, so long as the
  number of shares so issued does not exceed such number, as adjusted.  If
  any Option granted under this Plan shall expire or terminate for any
  reason without having been exercised in full or shall cease for any reason
  to be exercisable in whole or in part, or if the Company shall reacquire
  any unvested shares issued pursuant to Awards or Purchases, the
  unpurchased shares subject to such Options and any unvested shares so
  reacquired by the Company shall again be available for grants of Stock
  Rights under this Plan.
  
   5.   GRANTING OF STOCK RIGHTS.  Stock Rights may be granted under this
  Plan at any time until ten years after the date of the approval and
  adoption of this Plan by the Board.  The date of grant of a Stock Right
  under this Plan will be the date specified by the Committee at the time it
  grants the Stock Right; provided, however, that such date shall not be
  prior to the date on which the Committee acts to approve the grant.  The
  Committee shall have the right, with the consent of the optionee, to
  convert an ISO granted under this Plan into a Non-Qualified Option
  pursuant to Section 16 below.
  
   6.   MINIMUM OPTION PRICE; ISO LIMITATIONS.
  
         (a)  Price for Non-Qualified Options.  The exercise price per share
  specified in the agreement relating to each Non-Qualified Option granted
  under this Plan shall in no event be less than the lesser of (i) the book
  value per share of the Common Stock as of the end of the fiscal year of
  the Company immediately preceding the date of such grant or (ii) fifty
  percent (50%) of the fair market value per share of the Common Stock on
  the date of such grant.  Subject to the foregoing sentence, the exercise
  price and nature of consideration for Non-Qualified Options granted
  hereunder shall be determined by the Committee or the Board in its sole
  discretion, taking into account factors it deems relevant.
  
         (b)  Price for ISOs.  The exercise price per share specified in the
  agreement relating to each ISO granted under this Plan shall not be less
  than the fair market value per share of the  Common Stock on the date of
  such grant.  In the case of an ISO to be granted to an employee owning
  stock possessing more than ten percent (10%) of the total combined voting
  power of all classes of stock of the Company or of any Related
  Corporation, the price per share specified in the agreement relating to
  such ISO shall not be less than one hundred ten percent (110%) of the fair
  market value per share of the Common Stock on the date of grant.
  
         (c)  $100,000 Annual Limitation on ISOs.  Each eligible employee
  may be granted ISOs only to the extent that (in the aggregate under this
  Plan and all incentive stock option plans of the Company and any Related
  Corporation), such ISOs do not become exercisable for the first time by
  such employee during any calendar year in a manner that would entitle the
  employee to purchase more than $100,000 in fair market value (determined
  at the time the ISOs were granted) of the Common Stock in that calendar
  year.  Any options granted to an employee in excess of that amount will be
  granted as Non-Qualified Options.
  
              (d)   Awards and Purchases.  Awards and Purchases under this
  Plan shall be made at prices equal to the fair market value of the Common
  Stock on the date of such Award or Purchase.  Fair market value shall be
  determined by the Committee or the Board in its sole discretion in
  accordance with Section 6(e) below.  Shares of Common Stock may be issued
  in Award and Purchase transactions for any lawful consideration determined
  by the Committee or the Board in its sole discretion.
  
              (e)   Determination of Fair Market Value.  If, at the time an
  Option is granted under this Plan, the Company's Common Stock is publicly
  traded, "fair market value" shall be determined as of the last business
  day for which the prices or quotes discussed in this sentence are
  available prior to the date such Option is granted and shall mean (i) the
  average (on that date) of the high and low prices of the Common Stock on
  the principal national securities exchange on which the Common Stock is
  traded, if the Common Stock is then traded on a national securities
  exchange; or (ii) the last reported sale price (on that date) of the
  Common Stock on the NASDAQ National Market List, if the Common Stock is
  not then traded on a national securities exchange; or (iii) the closing
  bid price (or average of bid prices) last quoted (on that date) by an
  established quotation service for over-the-counter securities, if the
  Common Stock is not reported on the NASDAQ National Market List.  However,
  if the Common Stock is not publicly-traded at the time an Option is
  granted under this Plan, "fair market value" shall be deemed to be the
  fair value of the Common Stock as determined by the Committee or the Board
  in its sole discretion, after taking into consideration all factors that
  it deems appropriate, including, without limitation, recent sale and offer
  prices of the Common Stock in private transactions negotiated at arm's 
  length.
  
   7.   OPTION DURATION.  Subject to earlier termination as provided in
  Sections 9 and 10 below, each Option shall expire on the date specified by
  the Committee or the Board, but not more than (i) ten (10) years and one
  (1) day from the date of grant in the case of Non-Qualified Options, (ii)
  ten (10) years from the date of grant in the case of ISOs generally and
  (iii) five (5) years from the date of grant in the case of ISOs granted to
  an employee owning stock possessing more than ten percent (10%) of the
  total combined voting power of all classes of stock of the Company or of
  any Related Corporation.  Subject to earlier termination as provided in
  Sections 9 and 10 below, the term of each ISO shall be the term set forth
  in the original instrument granting such ISO, except with respect to any
  part of such ISO that is converted into a Non-Qualified Option pursuant to
  Section 16 below.
  
   8.   EXERCISE OF OPTIONS.  Subject to the provisions of Sections 9
  through 12 below, each Option granted under this Plan shall be exercisable
  as follows:
  
         (a)  Vesting.  The Option shall either be fully exercisable on the
  date of grant or shall become exercisable thereafter in such installments
  as the Committee or Board may specify.
  
         (b)  Full Vesting of Installments.  Once an installment becomes
  exercisable it shall remain exercisable until expiration or termination of
  the Option, unless otherwise specified by the Committee or the Board.
  
         (c)  Partial Exercise.  Each Option or installment may be exercised
  at any time or from time-to-time, in whole or in part, for up to the total
  number of shares with respect to which it is then exercisable.
  
         (d)  Acceleration of Vesting.  The Committee or the Board shall
  have the right to accelerate the date of exercise of any installment of
  any Option; provided, however, that the Committee or the Board shall not,
  without the consent of the optionee, accelerate the exercise date of any
  installment of any Option granted to any employee as an ISO (and not
  previously converted into a Non-Qualified Option pursuant to Section 16
  below) if such acceleration would violate the annual vesting limitation

  contained in Section 422A(d) of the Code, as described in Section 6(c) above.
  
   9.   TERMINATION OF EMPLOYMENT.  If an ISO optionee ceases to be employed
  by the Company or any Related Corporation other than by reason of death or
  disability as defined in Section 10 below, no further installments of such
  optionee's ISOs shall become exercisable, and such optionee's ISOs shall
  terminate after the passage of ninety (90) days from the date of
  termination of such optionee's employment, but in no event later than on
  their specified expiration date(s), except to the extent that such ISOs
  (or the unexercised installments thereof) have been converted into
  Non-Qualified Options pursuant to Section 16 below.  Employment shall be
  considered as continuing uninterrupted during any bona fide leave of
  absence (such as those attributable to illness, military obligations or
  governmental service), provided that the period of such leave does not
  exceed ninety (90) days or, if longer, any period during which such
  optionee's right to reemployment is guaranteed by statute.  A bona fide
  leave of absence with the written approval of the Committee or the Board
  shall not be considered an interruption of employment under this Plan,
  provided that such written approval contractually obligates the Company or
  any Related Corporation to continue the employment of the optionee after
  the approved period of absence.  ISOs granted under this Plan shall not be
  affected by any change of employment within the Company or among the
  Company and any Related Corporation, so long as the optionee continues to
  be an employee of the Company or any Related Corporation.  Nothing in this
  Plan shall be deemed to give any grantee of any Stock Right the right to
  be retained in employment or other service by the Company or any Related
  Corporation for any period of time.
  
   10.  DEATH; DISABILITY.
  
         (a)   Except for ISO optionees, Stock Right optionees shall be
  deemed fully vested as of the date of their death or onset of disability. 
    For purposes of this Plan, the term "disability" shall mean "permanent
  and total disability" as defined in Section 22(e)(3) of the Code or any

  successor statute.  With respect to ISO optionees, the following shall apply:
  
                    i)     Death.  If an ISO optionee ceases to be employed
  by the Company or any Related Corporation by reason of such optionee's
  death, any ISO of such optionee may be exercised, to the extent of the
  number of shares with respect to which the optionee could have exercised
  on the date of the optionee's death, by the optionee's estate, personal
  representative or beneficiary who has acquired the ISO by will or by the
  laws of descent and distribution, at any time prior to the earlier of the
  specified expiration date of the ISO or one year from the date of the
  optionee's death.
  
                    ii)     Disability.  If an ISO optionee ceases to be
  employed by the Company or any Related Corporation by reason of
  disability, such optionee (or such optionee's custodian) shall have the
  right to exercise any ISO held by such optionee on the date of termination
  of employment, to the extent of the number of shares with respect to which
  the optionee could have exercised on that date, at any time prior to the
  earlier of the specified expiration date of the ISO or one year from the
  date of the termination of the optionee's employment.  For purposes of
  this Plan, the term "disability" shall mean "permanent and total
  disability" as defined in Section 22(e)(3) of the Code or any successor 
  statute.
  
   11.  ASSIGNABILITY.  No Option or Derivative Security (as that term is
  defined in Rule 16b-3 under the 1934 Act) shall be assignable or
  transferable by the optionee except as permitted under Rule 16b-3 under
  the 1934 Act or by will or by the laws of descent and distribution, and
  during the lifetime of the optionee each Option shall be exercisable only
  by the optionee.
  
   12.  TERMS AND CONDITIONS OF OPTIONS.  Options shall be evidenced by
  instruments (which need not be identical) in such form as the Committee or
  the Board may approve from time to time.  Such instruments shall conform
  to the terms and conditions set forth in Sections 6 through 11 above and
  may contain such other provisions as the Committee or the Board deems
  advisable, which are not inconsistent with this Plan, including, without
  limitation, restrictions applicable to shares of the Company's Common
  Stock issuable upon exercise of Options.  In granting Non-Qualified
  Options, the Committee or the Board may specify that Non-Qualified Options
  shall be subject to the restrictions set forth herein with respect to
  ISOs, or to such other termination and cancellation provisions as the
  Committee or the Board may determine.  The Committee or the Board may from
  time-to-time confer authority and responsibility on one or more of its
  members and/or one or more officers of the Company to execute and deliver
  such instruments.  The proper officers of the Company are authorized and
  directed to take any and all action necessary or advisable from
  time-to-time to carry out the terms of such instruments. 
  
   13.  ADJUSTMENTS.  Upon the occurrence of any of the following events, an
  optionee's rights with respect to Options granted to the optionee 
  hereunder shall be adjusted as hereinafter provided, unless otherwise
  specifically provided in the written agreement between the optionee and
  the Company regarding such Option:
  
         (a)  Stock Dividends and Stock Splits.  If the shares of the
  Company's Common Stock shall be subdivided or combined into a greater or
  smaller number of shares or if the Company shall issue any shares of
  Common Stock as a stock dividend on its outstanding Common Stock, the
  number of shares of Common Stock deliverable upon the exercise of Options
  shall be appropriately increased or decreased proportionately, and
  appropriate adjustments shall be made in the purchase price per share to
  reflect such subdivision, combination or stock dividend.
  
         (b)  Assumption of Options by Successors.  In the event of a
  dissolution or liquidation of the Company, a merger in which the Company
  is not the surviving entity, or the sale of all or substantially all of
  the Company's assets, the Committee or the Board may in its sole
  discretion accelerate the exercisability of any or all outstanding Options
  so that such Options would be exercisable in full prior to the
  consummation of such dissolution, liquidation, merger or asset sale at
  such times and on such conditions as the Committee or the Board shall
  determine, unless the successor entity, if any, assumes the outstanding
  Options or substitutes substantially equivalent options therefor.
  
         (c)  Recapitalization or Reorganization.  In the event of a
  recapitalization or reorganization of the Company (other than a
  transaction described in Section 13(b) above) pursuant to which securities
  of the Company or of another entity are issued with respect to the
  outstanding shares of Common Stock, an optionee, upon exercising an
  Option, shall be entitled to receive for the purchase price paid upon such
  exercise the securities the optionee would have received if the optionee
  had exercised the Option prior to such recapitalization or reorganization.
  
         (d)  Modification of ISOs.  Notwithstanding the foregoing, any
  adjustments made pursuant to Sections 13(a), (b) or (c) above with respect
  to ISOs shall be made only after the Committee or the Board, after
  consulting with counsel for the Company, determines whether such
  adjustments would constitute a "modification" of such ISOs (as that term
  is defined in Section 425 of the Code) or would cause any adverse tax
  consequences for the holders of such ISOs.  If the Committee or the Board
  determines that such adjustments made with respect to ISOs would
  constitute a modification of such ISOs, it may refrain from making such 
  adjustments.
  
         (e)  Dissolution or Liquidation.  In the event of the proposed
  dissolution or liquidation of the Company, each Option will terminate
  immediately prior to the consummation of such proposed action or at such
  other time and subject to such other conditions as shall be determined by
  the Committee or the Board.
  
         (f)  Issuances of Securities.  Except as expressly provided herein,
  no issuance by the Company of shares of stock of any class, or of
  securities convertible into shares of stock of any class, shall affect,
  and no adjustment by reason thereof shall be made with respect to, the
  number or price of shares subject to Options.  No adjustments shall be
  made for dividends paid in cash or in property other than securities of
  the Company.
  
         (g)  Fractional Shares.  No fractional shares shall be issued under
  this Plan and each optionee shall receive cash from the Company in lieu of
  such fractional shares.
  
         (h)  Adjustments.  Upon the happening of any of the foregoing
  events described in Section 13(a), (b) or (c) above, the class and
  aggregate number of shares set forth in Section 4 above that are subject
  to Stock Rights that previously have been or subsequently may be granted
  under this Plan shall also be appropriately adjusted to reflect the events
  described in such Sections.  The Committee or the successor board shall
  determine the specific adjustments to be made under this Section 13 and,
  subject to Section 2 above, its determination shall be conclusive.
  
  If any person or entity owning restricted Common Stock obtained by
  exercise of a Stock Right made hereunder receives shares or securities or
  cash in connection with a corporate transaction described in Sections
  13(a), (b) or (c) above as a result of owning such restricted Common
  Stock, such shares or securities or cash shall be subject to all of the
  conditions and restrictions applicable to the restricted Common Stock with
  respect to which such shares or securities or cash were issued, unless
  otherwise determined by the Committee or the successor board.
  
   14.  MEANS OF EXERCISING STOCK RIGHTS.  A Stock Right (or any part or
  installment thereof) shall be exercised by giving written notice to the
  Company at its principal office address.  Such notice shall identify the
  Stock Right being exercised and specify the number of shares as to which
  such Stock Right is being exercised, accompanied by full payment of the
  purchase price therefor either (a) in United States dollars in cash or by
  check, or (b) at the discretion of the Committee or the Board, through
  delivery of shares of Common Stock having a fair market value equal (as of
  the date of the exercise) to the cash exercise price of the Stock Right,
  or (c) at the discretion of the Committee or the Board, by delivery of the
  grantee's personal recourse promissory note bearing interest payable not
  less than annually at no less than one hundred percent (100%) of the
  lowest applicable Federal rate (as defined in Section 1274(d) of the
  Code), or (d) at the discretion of the Committee or the Board, through the
  use of some of the shares or the rights to purchase some of the shares for
  which the Option is being exercised, or (e) at the discretion of the
  Committee or the Board, by any combination of clauses (a), (b), (c) and
  (d) above.  If the Committee or the Board exercises its discretion to
  permit payment of the exercise price of an ISO by means of the methods set
  forth in clauses (b), (c), (d) or (e) of the preceding sentence, such
  discretion shall be exercised in writing at the time of the grant of the
  ISO in question.  The holder of a Stock Right shall not have the rights of
  a shareholder with respect to the shares covered by his, her or its Stock
  Right until the date of issuance of a stock certificate for such shares. 
  Except as expressly provided in Section 13 above with respect to changes
  in capitalization and stock dividends, no adjustment shall be made for
  dividends or similar rights for which the record date is before the date
  such stock certificate is issued.
  
   15.  TERM AND AMENDMENT OF PLAN.  This Plan was approved and adopted by
  the Board on September 23, 1998 (subject with respect to the validation of
  ISOs granted under this Plan to approval of this Plan by the stockholders
  of the Company).  If the approval of this Plan by the Company's
  stockholders is not obtained by December 31, 1998, any grants of ISOs
  under this Plan made prior to that date will be rescinded.  This Plan
  shall expire on October 31, 2008 (except as to Options outstanding on that
  date).  Subject to the provisions of Section 5 above, Stock Rights may be
  granted under this Plan prior to the date of stockholder approval of this
  Plan.  The Board may terminate or amend this Plan in any respect at any
  time; provided, however, that the Board may not amend this Plan in any of
  the following respects without the approval of the Company's stockholders
  obtained within twelve (12) months before or after the Board adopts a
  resolution authorizing any of the following actions:  (a) the total number
  of shares that may be issued under this Plan may not be increased (except
  by adjustment pursuant to Section 13 above); (b) the provisions of Section
  3 above regarding eligibility for grants of ISOs may not be modified; (c)
  the provisions of Section 6(b) above regarding the exercise price at which
  shares may be offered pursuant to ISOs may not be modified (except by
  adjustment pursuant to Section 13 above); and (d) the expiration date of
  this Plan may not be extended.  Except as otherwise provided in this
  Section 15, in no event may action of the Board or the stockholders alter
  or impair the rights of a grantee, without such grantee's consent, under
  any Stock Right previously granted to such grantee.  The Committee or the
  Board may amend the terms of any Stock Right granted if such amendment is
  agreed to by the recipient of such Stock Right.  
  
   16.  CONVERSION OF ISOS INTO NON-QUALIFIED OPTIONS; TERMINATION OF ISOS. 
  The Committee or the Board, at the written request of any optionee, may in
  its discretion take such actions as may be necessary to convert such
  optionee's ISOs (or any installments or portions of installments thereof)
  that have not been exercised on the date of conversion into Non-Qualified
  Options at any time prior to the expiration of such ISOs, regardless of
  whether the optionee is an employee of the Company or a Related
  Corporation at the time of such conversion.  Such actions may include, but
  shall not be limited to, extending the exercise period or reducing the
  exercise price of the appropriate installments of such Options.  At the
  time of such conversion, the Committee or the Board (with the consent of
  the Optionee) may impose such conditions on the exercise of the resulting
  Non-Qualified Options as the Committee or the Board in its discretion may
  determine, provided that such conditions shall not be inconsistent with
  this Plan.  Nothing in this Plan shall be deemed to give any optionee the
  right to have such optionee's ISOs converted into Non-Qualified Options,
  and no such conversion shall occur until and unless the Committee or the
  Board takes appropriate action.  The Committee or the Board, with the
  consent of the optionee, may also terminate any portion of any ISO that
  has not been exercised at the time of such termination.
  
   17.  APPLICATION OF FUNDS.  The proceeds received by the Company from the
  sale of shares pursuant to Options granted and Purchases authorized under
  this Plan shall be used for general corporate purposes.
  
   18.  GOVERNMENTAL REGULATION.  The Company's obligation to sell and
  deliver shares of Common Stock under this Plan is subject to the approval
  of any governmental authority required in connection with the
  authorization, issuance or sale of such shares.
  
   19.  WITHHOLDING OF ADDITIONAL INCOME TAXES.  Upon the exercise of a
  Non-Qualified Option, the grant of an Award, the making of a Purchase of
  Common Stock for less than its fair market value, the making of a
  Disqualifying Disposition (as that term is defined in Section 20 below) or
  the vesting of restricted Common Stock acquired upon the exercise of a
  Stock Right hereunder, the Company, in accordance with Section 3402(a) of
  the Code, may require the optionee, Award recipient or purchaser to pay
  additional withholding taxes in respect of the amount that is considered
  compensation includable in such individual's gross income.  The Committee
  or the Board in its discretion may condition (i) the exercise of an
  Option, (ii) the grant of an Award, (iii) the making of a Purchase of
  Common Stock for less than its fair market value or (iv) the vesting of
  restricted Common Stock acquired by exercising a Stock Right, on the
  grantee's payment of such additional withholding taxes.
  
   20.  NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION.  Each employee who
  receives an ISO must agree to notify the Company in writing immediately
  after the employee makes a Disqualifying Disposition of any shares of the
  Company's Common Stock acquired pursuant to the exercise of an ISO.  A
  Disqualifying Disposition is any disposition (including any sale) of such
  Common Stock before the later of (a) two (2) years after the date the
  employee was granted the ISO or (b) one (1) year after the date the
  employee acquired the Common Stock by exercising the ISO.  If the employee
  dies before such shares of Common Stock are sold, these holding period
  requirements do not apply and no Disqualifying Disposition can occur 
  thereafter.
  
   21.  GOVERNING LAW; CONSTRUCTION.  The validity and construction of this
  Plan and the instruments evidencing Stock Rights shall be governed by the
  laws of the State of Utah, or the laws of any jurisdiction in which the
  Company or its successors in interest may be organized.  In construing
  this Plan, the singular shall include the plural and the masculine gender
  shall include the feminine and neuter, and vice versa, unless the context
  otherwise requires.
  
        22.   FINANCIAL ASSISTANCE.  The Company is vested with authority
  under this Plan to assist any employee to whom an Option is granted
  hereunder (including any director or officer of the Company or any Related
  Corporation) in the payment of the purchase price payable upon  the
  exercise of an Option, by lending the amount of such purchase price to
  such employee on such terms, at such rates of interest and upon such
  security (or with no security) as shall have been authorized by the
  Committee or the Board.