<PAGE>   1



                                                                  Exhibit 10.18


<PAGE>   2



                            NSA INTERNATIONAL, INC.
               1997 INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN

1.        PURPOSE OF PLAN AND EFFECTIVE DATE.

      a.       PURPOSE. The purpose of this 1997 Incentive and Non-Qualified
          Stock Option Plan (hereinafter called the "Plan") is to further the
          success and advance the interests of NSA International, Inc. (the
          "Company") and its subsidiaries by making available Common Stock of
          the Company for purchase by eligible directors, officers, advisors,
          consultants and key employees of the Company and any subsidiaries and
          thus to provide an additional incentive to such personnel to continue
          to serve the Company and any subsidiaries and to give them a greater
          interest as stockholders in the success of the Company. It is
          intended that this Plan be considered an "Employee Benefit Plan"
          within the meaning of Regulation 405 of the Securities Act of 1933,
          as amended (the "1933 Act").

      b.       AWARDS. The Company intends this Plan to enable the Company
          to issue, pursuant hereto, Incentive Stock Options as such term is
          defined in Section 422 of the Internal Revenue Code of 1986, as
          amended from time to time (the "Code"). The Company also intends this
          Plan to enable it to issue similar options which will not, however,
          be qualified as Incentive Stock Options (also known as
          "Non-Statutory" or "Non-Qualified" stock options).

      c.      EFFECTIVENESS. The Plan shall become effective on the date of
          approval by the Board of Directors of the Company, which date is
          February 18, 1997; provided, however, that the Plan shall be subject
          to approval and ratification by stockholders of the Company holding a
          majority of its voting stock, voting in person or by proxy, at a
          meeting of stockholders to be held within twelve months from February
          18, 1997.

2.        DEFINITIONS.

         a.                As used in this Plan, the following terms have the
                  following respective meanings: 

                  "1933 Act" means the Securities Act of 1933, as amended
         from time to time. References to any provision of the 1933 Act
         shall be deemed to include successor provisions thereto and rules and
         regulations thereunder.

                  "Board" means the Board of Directors of the Company.

                  "Change in Control" means any transaction pursuant to which
         (i) the Company merges with another corporation and is not the
         surviving entity, (ii) the majority of outstanding shares of Common
         Stock are issued or acquired by persons or entities not affiliated
         with the Company, who, acting as a group, have the voting power to
         change the composition of the Board, or (iii) any other transaction of
         a nature similar to the foregoing.

                  "Code" means the Internal Revenue Code of 1986, as amended.
         References to any provisions of the Code shall be deemed to include
         successor provisions.

                  "Committee" shall mean a group of at least two (2) directors
         appointed by the Board to administer the Plan.

                  "Common Stock" means the common stock, $.05 par value of the
         Company.

                  "Company" means NSA International, Inc.

                  "Disability" means the inability to substantially perform the
         usual duties of the person's occupation by reason of a medically
         determinable physical or mental impairment which can be expected to be
         of long, continued and indefinite duration as determined by the
         Committee.

                                       1


<PAGE>   3



                  "Exchange Act" means the Securities Exchange Act of 1934, as
         amended from time to time. References to any provision of the Exchange
         Act shall be deemed to include successor provisions thereto and rules
         and regulations thereunder.

                  "Fair Market Value" unless otherwise required by an
         applicable provision of the Code, as of any date, means the last
         reported bid price of the Common Stock on The Nasdaq Stock Market on
         the date the Option is granted. If no such bid price is available,
         then the price per share shall be determined by the Committee.

                  "Grant" means the action of the Committee at the time of 
         grant of an option.

                  "Imminent Change in Control" means any offer or announcement,
         oral or written, by any person or persons acting as a group, to
         acquire control of the Company. The decision of the Committee whether
         an Imminent Change in Control have occurred shall be conclusive and
         binding.

                  "Incentive Stock Option" means any Incentive Stock Option
         granted pursuant to this Plan which is intended to be, and designated
         and qualifying as, an "incentive stock option" within the meaning of
         Section 422 of the Code.

                  "Modification" means any change in the terms of an Option
         which would constitute a "modification" as defined in Section
         424(h)(3) of the Code, including, without limitation, such a
         modification to an Option as effected by a change in the Plan and any
         other change in the Plan which would increase the number of shares
         reserved for Options under the Plan, materially change the
         administration of the Plan or that would otherwise materially increase
         the benefits accruing to, or available for, participants in the Plan;
         provided, however, that registration of Option Stock under the 1933
         Act, as amended, shall not be deemed a Modification.

                  "Non-Statutory Stock Option" and "Non-Qualified Stock Option"
         means any option granted under this Plan other than an Incentive Stock
         Option.

                  "Option Agreement" means a written agreement setting forth
          the terms of an Option.

                  "Option" or "Stock Option" means a right granted pursuant to
         the Plan to purchase shares of Common Stock, and includes the terms
         Incentive Stock Option and Non-Qualified Stock Option or Non-
         Qualified Stock Option.

                  "Option Price" or "Exercise Price" means the price per share
         at which Common Stock may be purchased upon the exercise of an Option.

                  "Option Stock" means Common Stock subject to an option
         granted under this Plan.

                  "Participant" means any individual to whom an Option has
         been granted by the Committee under the Plan.

                  "Subsidiary" or "Subsidiaries" means any corporation which
         is a "subsidiary corporation" as defined in Section 424(f) of the
         Code, and the regulations thereto.

                  "Retirement" means retirement from active employment under a
         retirement plan of the Company, or pursuant to an employment agreement
         with any of the aforementioned, or termination of employment at or
         after age 55 under circumstances which the Committee, in its sole
         discretion, deems equivalent to retirement.

                  "Termination for Cause" shall mean the termination of
         employment of a Participant due to (i) any illegal or dishonest
         conduct which adversely affects or may adversely affect the
         reputation, good will, or business position of the Company or any
         Subsidiary or which involves Company or any Subsidiary's funds or
         assets; (ii) any intentional or material damage to the property or
         business of the Company or any Subsidiary; (iii) theft, embezzlement
         or misappropriation of the Company's or any Subsidiary's property;


                                       2


<PAGE>   4



         or (iv) the willful failure of the Participant to carry out his or
         her duties as an employee of the Company or any subsidiary.

                  "Termination without Cause" shall mean the termination of
         employment of a Participant due to any reason which does not
         constitute a Termination for Cause.

                  "10% Stockholder" means a person who owns stock possessing
         more than 10% of the total combined voting power of all classes of
         stock of Company or of any parent or subsidiary of the Company after
         giving effect to the attribution of stock ownership provisions of
         Section 424(d) of the Code.

         b.       References in these definitions to provisions of the Code
             shall, when appropriate to effectuate the purpose of this Plan, be
             deemed to be references to such provisions of the Code and
             regulations promulgated thereunder as the same may be from time to
             time amended or to successor provisions to such provisions. Terms
             defined elsewhere in this Plan shall have the meanings set forth in
             such respective definitions.

3.           STOCK SUBJECT TO PLAN.

         a.       NUMBER OF SHARES. Subject to the provisions of PARAGRAPH 12
              hereof, there shall be reserved for issuance or transfer upon the
              exercise of the Options to be granted from time to time under the
              Plan an aggregate of 500,000 shares of Common Stock.

         b.       EXCESS SHARES. Shares of stock which are attributable to
              Options which expire or are otherwise terminated, canceled,
              surrendered or forfeited, during a calendar year, are
              available for issuance or use in connection with future Options,
              during the calendar year in which they expire or otherwise become
              available.

         c.       SOURCE OF STOCK. Shares of Common Stock to be issued under
              the Plan may be authorized and unissued shares of Common Stock,
              treasury stock or a combination thereof. 

         d.       ADJUSTMENT. In the event of a merger, consolidation,
              reorganization, recapitalization, stock split, stock dividend,
              other extraordinary dividend or other change in corporate
              structure or capitalization affecting the Common Stock, the
              Committee may make appropriate adjustment in the number or kind
              of shares subject to Options granted under the Plan, and/or the
              exercise price and other terms and conditions of Options or
              appropriate adjustment in the maximum number of shares referred
              to in PARAGRAPH 3.1 of the Plan, as provided in PARAGRAPH 12
              hereof.

         e.       LIMITATION ON GRANTS. In no event shall the Committee grant
              Options in any given plan year which, in the aggregate, result in
              Options being granted for the purchase of Option Shares
              representing more than two percent (2%) of the Company's then
              issued and outstanding shares of Common Stock at the issuance of
              the Options.

4.            ADMINISTRATION.

         a.       COMPOSITION OF COMMITTEE. The Plan shall be administered by a
              Committee (the "Committee") of a minimum of two members of
              the Board, with such Committee appointed by the Board, as
              constituted from time to time. Members of the Committee shall
              serve until they resign or they are removed by the vote of a
              majority of the Board.

         b.       AUTHORITY OF COMMITTEE.  The Committee shall have the
              authority to (a) establish such rules and regulations as it deems
              necessary for the proper operation and administration of the
              Plan; (b) select the persons to receive Options under the Plan;
              (c) determine the form of an Option and whether such Option is to
              operate on a tandem basis and/or in conjunction with or apart
              from other awards made by the Company, either within or outside
              of this Plan; (d) determine the number of shares of Common Stock
              to be covered by each such Option granted hereunder; (e)
              determine the terms and conditions, not inconsistent with the
              terms of this Plan, of any Option granted hereunder (including,
              but not limited to, any restriction or limitation on transfer,
              any vesting schedule or acceleration thereof, and any forfeiture
              provisions or waiver thereof), regarding any Option and the

                                       3


<PAGE>   5



                  shares of Common Stock relating thereto, based on such
                  factors as the Committee shall determine, in its sole and
                  absolute discretion; and (f) make any other determination or
                  take any action that the Committee deems necessary or
                  desirable for the administration of the Plan.

          c.      DECISIONS OF COMMITTEE FINAL. All decisions, determinations
                  and interpretations of the Committee shall be final and
                  conclusive on all persons affected thereby.

5.                ELIGIBILITY.

         Incentive Stock Options under this Plan may be granted only to
officers (who are employees) and to other key employees of (a) the Company or
(b) Subsidiaries of the Company. A director of the Company or any Subsidiaries
may receive an Incentive Stock Option under this Plan if such person is
otherwise an employee of the Company and/or any Subsidiaries. An employee,
director or officer of the Company (or any Subsidiaries), may receive a
Non-Qualified Stock Option. In addition, consultants, non-employee directors,
and advisors who the Committee determines are providing bona fide services to
the Company or any Subsidiaries, whether or not otherwise compensated, may
receive a Non-Qualified Stock Option so long as the Plan would continue to
qualify as an Employee Benefit Plan under the 1933 Act. In determining the
persons to whom Options shall be granted and the number of shares to be covered
by each Option, the Committee may take into account the nature of the services
rendered by, and the responsibilities borne by, such respective persons, their
present and potential contributions to the Company's success and such other
factors as the Committee in its discretion shall deem relevant. Subject to the
provisions of PARAGRAPH 7 hereof, Options may be granted to persons who hold or
have held options under previous plans, and a person who has been granted an
Option under the Plan may be granted an additional Option or Options under the
Plan or under any future option plan if the Committee shall so determine.

6.                AWARDS UNDER THE PLAN.

         a.            TERM OF PLAN. The Committee may grant Incentive Stock
                  Options, Non-Qualified Stock Options or both to purchase
                  shares of Common Stock from the Company to such officers and
                  key employees, in such amounts and subject to such terms and
                  conditions, as the Committee shall determine in its sole
                  discretion, subject to the provisions of the Plan, provided,
                  however, that in no event may any Stock Option be granted
                  hereunder after the expiration of 10 years after the date of
                  the Plan.

         b.            CODE COMPLIANCE. In the case of Incentive Stock Options,
                  the terms and conditions of such grants, including the
                  exercise price of the purchase of Common Stock, shall be
                  subject to and comply with the requirements of Section 422 of
                  the Code, as from time to time amended, and any implementing
                  regulations.

         c.            EXERCISE PRICE. The exercise price at which shares of
                  Common Stock may be purchased pursuant to the grant of an
                  Option shall be fixed by the Committee at the time of
                  grant; however, the price of an Incentive Stock Option must
                  be equal to or greater than the Fair Market Value of the
                  shares of Common Stock covered thereby. The exercise price
                  of an Incentive Stock Option granted to any Participant who
                  owns shares of Common Stock possessing more than 10% of the
                  total combined voting power of all outstanding shares of
                  Common Stock of the Company must be at least equal to 110%
                  of the fair market value of the shares of Common Stock on
                  the date of grant. Options granted under the Plan will not
                  be Incentive Stock Options to the extent that the Fair
                  Market Value of the shares of Common Stock with respect to
                  which such Options first become exercisable in any year
                  exceeds $100,000.

          d.           VESTING. Awards of Options will vest and become
                  non-forfeitable as determined by the Committee. Subject to
                  the provisions of Section 422 of the Code and Rule 16b-3,
                  Options shall become exercisable in accordance with their
                  terms in the event of Death, Disability or Retirement of a
                  Participant or upon a Change in Control.
                                      
                                      4


<PAGE>   6



7.                CERTAIN LIMITATIONS ON GRANTING AND EXERCISE OF OPTIONS.

         Any other provisions of this Plan to the contrary notwithstanding, the
granting and exercise of Options hereunder shall be subject to the following
limitations (which shall be in addition to the limitations, provisions and
conditions contained elsewhere in this Plan):

               i.       The aggregate Fair Market Value (determined at the
                    time the option is granted) of the Option Stock for which
                    Incentive Stock Options are exercisable for the first time
                    by any employee during any calendar year (under all such
                    Plans of the Company and its subsidiaries) shall not exceed
                    $100,000. Any options granted in excess of this $100,000
                    threshold shall be specifically designated Non-Qualified
                    Options.

              ii.       Options may be granted as soon as practicable after the
                    date of the adoption of the Plan by the Board and
                    instruments evidencing such grant(s)may similarly be so
                    issued, but in each case, such Options and such instruments
                    shall be subject to the approval and ratification of the
                    Plan by the stockholders of the Company as provided in
                    PARAGRAPH 1, and notwithstanding anything in the Plan that
                    may be deemed to be to the contrary, no Option may be
                    exercised unless and until such approval and
                    ratification is obtained. In the event such approval and
                    ratification shall not be obtained, the Plan and all
                    Options that may have been granted pursuant thereto shall
                    be null and void.

8.                DURATION OF OPTIONS.

         The term of Options granted under the Plan shall be as fixed by the
Committee at the time of grant; provided, however, that the term of an Option
shall not exceed 10 years from the date of grant. In the case of 10%
Stockholders, the term of an Incentive Stock Option shall not exceed five (5)
years from the date of grant. The terms of options may, however, be
foreshortened as provided in PARAGRAPH 11 hereof. No Option may be exercised
after expiration of such Option's term.

9.                EXERCISE OF OPTIONS.

         An Option granted under the Plan shall be exercisable at such time or
times, whether or not in installments, as the Committee shall prescribe at the
time the Option is granted. An Option which has become exercisable may be
exercised in accordance with its terms as to any or all full shares purchasable
under the provisions of the Option, but not at any time as to less than 100
shares unless the remaining shares which have become so purchasable are less
than 100 shares. The purchase price of the shares shall be paid in full, as
provided in PARAGRAPH 13 hereof, upon the exercise of the Option, and the
Company shall not be required to deliver certificates for such shares until
such payment has been made. Except as provided in PARAGRAPH 11, an Incentive
Stock Option may not be exercised at any time unless the holder thereof is then
an employee of the Company or any Subsidiary and shall have been continuously
employed by the Company or any Subsidiary since the date of grant.

10.               NONTRANSFERABILITY OF OPTIONS.

         Options shall not be assignable or transferable by a Participant
except by will or the laws of descent and distribution and during the
Participant's lifetime, such Options and rights shall be exercisable only by
such Participant or such Participant's duly appointed guardian or legal
representative.

11.               TERMINATION OF EMPLOYMENT.

        a.                TERMINATION FOR CAUSE OR TERMINATION BY
                    EMPLOYEE. In the event of Termination for Cause or the
                    termination of employment by employee of a person to whom
                    an Incentive Stock Option has been granted under the Plan,
                    such Incentive Stock Options held by him under the Plan, to
                    the extent vested and not theretofore exercised, shall on
                    the close of business on the date of termination of his or
                    her employment be null and void. Incentive Stock Options
                    granted under the Plan shall not be affected by any change
                    of employment so long as the holder continues in the employ
                    of the Company or any Subsidiaries. Nothing in the Plan or
                    in any Option granted pursuant to the Plan shall confer on
                    any individual any right to continue in the employ of the
                    Company or any

                                       5


<PAGE>   7



                  Subsidiaries or interfere in any way with the right of the
                  Company or any Subsidiaries to terminate his or her
                  employment or occupancy of any corporate office at any
                  time.

         b.            DEATH OF PARTICIPANT. In the event of the death of a
                  Participant, any Incentive Stock Options granted to such
                  Participant may be exercised by the person or persons to whom
                  the Participant's rights under any such Incentive Stock
                  Options pass by will or by the laws of descent and
                  distribution (including the Participant's estate during the
                  period of administration) at any time prior to the earlier of
                  (i) the respective expiration dates of any such Incentive
                  Stock Options or (ii) the date which is one (1) year after
                  the date of death of such Participant but only if, and to the
                  extent that, the Participant was entitled to exercise any
                  such Incentive Stock Options at the date of death.

         c.            DISABILITY OF PARTICIPANT. In the event that any
                  Participant's employment with the Company shall terminate as
                  a result of the Disability of such Participant, such
                  Participant may exercise any Inventive Stock Options granted
                  to him pursuant to the Plan at any time prior to the earlier
                  of (i) the respective expiration dates of any such Incentive
                  Stock Options or (ii) the date which is one (1) year after
                  the date of such termination of employment, but only if, and
                  to the extent that, the Participant was entitled to exercise
                  any such Incentive Stock Options at the date of such
                  termination of employment.

         d.            TERMINATION WITHOUT CAUSE. In the event of termination
                  without cause of a person to whom an Incentive Stock Option
                  has been granted under the Plan, any Incentive Stock Options
                  held by him under the Plan, to the extent vested and not
                  theretofore exercised, shall be exercisable for a period of
                  three (3) months following the date of termination.

         e.            NON-QUALIFIED OPTIONS. The terms and conditions of
                  Non-Qualified Stock Options relating to the effect of the
                  termination of a Participant's employment, or association
                  with the Company, Disability of a Participant or his death
                  shall be such terms and conditions as the Committee shall, in
                  its sole and absolute discretion, determine at the time of
                  termination, unless specifically provided for by the terms of
                  the Option Agreement at the time of grant of the Option.

12.               RECAPITALIZATION, MERGER, CONSOLIDATION, CHANGE IN CONTROL AND
                  SIMILAR TRANSACTIONS.

         a.            ADJUSTMENT.  Subject to any required action by the
                  stockholders and Board of the Company, within the sole and
                  absolute discretion of the Committee, the aggregate number
                  of shares of Common Stock for which Options may be granted
                  hereunder, the number of shares of Common Stock covered by
                  each outstanding Option and the exercise price per share of
                  Common Stock of each such Option, shall all be
                  proportionately adjusted for any increase or decrease in
                  the number of issued and outstanding shares of Common Stock
                  resulting from a subdivision or consolidation of shares
                  (whether by reason of merger, consolidation,
                  recapitalization, reclassification, split-up, combination
                  of shares, or otherwise) or the payment of a stock dividend
                  (but only on the Common Stock) or any other increase or
                  decrease in the number of such shares of Common Stock
                  affected without the receipt of consideration by the
                  Company (other than shares held by dissenting
                  stockholders).

         b.            CHANGE IN CONTROL. All outstanding Options shall
                  automatically vest and become immediately exercisable in the
                  event of a Change in Control or Imminent Change in Control of
                  the Company. In the event of a Change in Control or Imminent
                  Change of Control, the Participant shall, at the discretion
                  of the Committee, be entitled to receive cash in amount equal
                  to the fair market value of the Common Stock subject to any
                  Incentive or Non-Qualified Stock Option over the Option Price
                  of such shares, in exchange for the surrender of such Options
                  by the Participant on that date in the event of Change in
                  Control or Imminent Change in Control of the Company.

         c.            EXTRAORDINARY CORPORATE ACTION.  Subject to any
                  required action by the stockholders of the Company, in the
                  event of any Change in Control, recapitalization, merger,
                  consolidation, exchange of shares, spin-off,
                  reorganization, tender offer, liquidation or other
                  extraordinary

                                       6


<PAGE>   8


                  corporate action or event, the Committee, in its sole and
                  absolute discretion, shall have the power, prior or
                  subsequent to such action to:

                  (i)   appropriately adjust the number of shares of Common 
         Stock subject to each Option, the exercise price of per share
         of Common Stock and the consideration to be given or received by the
         Company upon the exercise of any outstanding Options;
                        
                  (ii)  cancel any or all previously granted Options, provided
         that appropriate consideration (as described in PARAGRAPH 12.2) is
         paid to the Participants in connection therewith; and/or

                  (iii) make such other adjustments in connection with the Plan
         as the Committee in its sole and absolute discretion, deems necessary,
         desirable, appropriate or advisable; PROVIDED, however, that no action
         shall be taken by the Committee which would cause Incentive Stock
         Options granted pursuant to this plan and to fail to meet the
         requirements of Section 422 of the Code.

Except as expressly provided in PARAGRAPHS 12.1, 12.2 and 12.3 hereof, no
Participant shall have any rights by reason of the occurrence of any of the
events described in this PARAGRAPH 12.

         d.                ACCELERATED VESTING.  The Committee shall at all
                    times have the power to accelerate the exercise date of
                    Options previously granted under the Plan.

13.               PAYMENT OF PURCHASE PRICE, FEDERAL INCOME TAX OR OTHER
         WITHHOLDING AMOUNT.

         The shares to be purchased upon exercise of any Option shall be paid
for in full, in cash, at the time of such exercise. In respect to Non-Qualified
Stock Options or any Incentive Stock Options which fail to qualify as such for
any reason, any required federal income tax or other withholding amount shall
be paid (in full) by the Participant to the Company in cash or by certified
check at the time of such exercise. The Company shall not be required to
deliver certificates for such shares until all such payments have been made,
and until the Company has had an opportunity (at its sole option) to obtain
verification from the Participant that all federal income tax or other
withholding amounts have been properly calculated and paid if required by the
Code.

14.                 TERMINATION AND AMENDMENT.

         a.                TERMINATION DATE.  Unless the Plan shall theretofore
                    have been terminated as hereinafter provided, it shall
                    terminate on, and no Options shall be granted hereunder
                    after November 30, 2007. The Plan may be terminated earlier
                    by the stockholders of the Company or by the Board.

         b.                AMENDMENT.  Modifications or other amendments to the
                    Plan may be made by the stockholders of the Company. The
                    Plan may also be amended by the Board; provided, however,
                    that no amendment which shall constitute a Modification
                    shall be effective unless approved by the stockholders of
                    the Company within 12 months before or after the adoption
                    of the Modification.

         c.                PARTICIPANT CONSENT. No termination, Modification, or
                    amendment of the Plan, may, without the consent of the
                    Participant to whom any Option shall theretofore have been
                    granted, adversely affect the rights of such Participant
                    under such Option; nor shall any such Modification or
                    amendment be deemed to effect a Modification, extension or
                    renewal of any such Option previously granted except
                    pursuant to an express written agreement to such effect,
                    executed by the Company and the Participant.

15.               TIME OF GRANTING OPTIONS.

         Nothing contained in the Plan shall constitute the granting of any
Option hereunder. The granting of an Option pursuant to the Plan shall take
place only upon approval by the Committee of a resolution granting an Option
under this Plan. Notice of the determination shall be given to each person to
whom an Option is so granted within a reasonable time after the date of such
grant. After the granting of an Option under this Plan, a written Option
Agreement shall be duly executed by or on behalf of the Company.

                                       7


<PAGE>   9



16.               FORM AND TERMS OF OPTION AGREEMENT.

         Option Agreements evidencing Options granted pursuant to the Plan
shall be in such form and shall contain such terms not inconsistent with the
Plan as the Committee may approve. Option agreements may contain such
restrictions upon the exercise of Options and upon the transfer of Common Stock
acquired upon exercise of Options (and such provisions for the enforcement of
compliance with the Securities Act of 1933, as amended, and/or with state "Blue
Sky" laws).

17.               PARTIAL INVALIDITY.

         The invalidity or unenforceability of any particular provision of this
Plan shall not effect the other provisions of this Plan nor affect the validity
or enforceability of the other provisions of Options granted under this Plan,
and this Plan and the Options granted hereunder shall be construed in all
respects as if such invalid or unenforceable provision were omitted.

18.               SPECIAL PROVISIONS WITH RESPECT TO INCENTIVE STOCK OPTIONS
                  UNDER THIS PLAN AND NON-QUALIFIED STOCK OPTIONS.

         Paragraph 5 describes the persons eligible to receive Options granted
under this Plan. The Committee in granting any Option shall indicate whether it
intends the Option to be an Incentive Stock Option under this Plan or a
Non-Qualified Stock Option and shall cause the Option Agreement with respect
thereto to indicate such intention. Should a person hold both one or more
Incentive Stock Options under this Plan and one or more Non-Qualified Stock
Options, all of such Options shall be exercisable in accordance with their
respective terms and limitations, and nothing in this Plan shall be construed
as causing the exercise of any such Option to preclude the exercise of any such
other Option in accordance with its terms.

19.               NO OWNERSHIP OR SUBSCRIPTION RIGHTS.

         Shares of Common Stock of the Company which are subject to an Option
but which have not yet been purchased or paid for shall have no subscription
rights and no Option holder shall be deemed to be a stockholder of the
Corporation for any purpose.

20.               UNFUNDED PLAN.

         The Plan is intended to constitute an "unfunded" plan. Unless
otherwise determined by the Board, the Plan shall be unfunded and shall not
create (or be construed to create) a trust or a separate fund or funds.

21.               RULE 16B-3 COMPLIANCE.

         It is the intent of the Company that this Plan comply in all respects
with applicable provisions of Rule 16b-3 and Rule 16a-1(c)(3) under the
Exchange Act in connection with any grant of Options to or other transactions
by a Participant who is subject to Section 16 of the Exchange Act (except for
transactions exempted under alternative Exchange Act Rules or acknowledged in
writing to be non-exempt by such Participant). Accordingly, if any provision of
this Plan or any Option Agreement does not comply with the requirements of Rule
16b-3 or Rule 16a-1(c)(3) as then applicable to any such transaction, such
provision will be construed or deemed amended to the extent necessary to
conform to the applicable requirements of Rule 16b-3 or Rule 16a-1(c)(3) so
that such Participant shall avoid liability under Section 16(b).

22.               GOVERNING LAW.

         The validity, construction, and effect of the Plan, any rules and
regulations relating to the Plan and any Option Agreement shall be determined
in accordance with the laws of the State of Tennessee and applicable federal
law.

Plan Adopted by the Board of Directors on February 18, 1997 to be ratified by
the stockholders no later than December 31, 1997.

                                       8