Exhibit 10.8
                                  XPLORER, S.A.
                            1997 STOCK INCENTIVE PLAN


     1.  GENERAL PROVISIONS


         1.1  Purpose.

                 The 1997 Stock Incentive Plan (the "Plan") is intended to allow
designated  officers  and  employees  (all of whom  are  sometimes  collectively
referred  to  herein as  "Employees")  and  certain  Non-Employee  Directors  of
Xplorer,  S.A. ("XSA") and its Subsidiaries  which it may have from time to time
(XSA and such  Subsidiaries  are referred to herein as the "Company") to receive
certain  options  ("Stock  Options") to purchase  XSA's common stock,  $.001 par
value ("Common Stock"), and to receive grants of Common Stock subject to certain
restrictions ("Awards").  As used in this Plan, the term "Subsidiary" shall mean
each corporation  which is a "subsidiary  corporation" of XSA within the meaning
of Section 424(f) of the Internal Revenue Code of 1986, as amended (the "Code").
The purpose of this Plan is to provide Employees with equity-based  compensation
incentives to make significant and extraordinary  contributions to the long-term
performance  and growth of the Company,  and to attract and retain  Employees of
exceptional ability.

         1.2  Administration.

              1.2.1   The  Plan  shall  be  administered  by  the   Compensation
Committee (the  "Committee")  of, or appointed by, the Board of Directors of XSA
(the "Board"). Each member of the Committee shall be a "disinterested person" as
that term is defined in Rule 16b-3  promulgated  by the  Securities and Exchange
Commission (the  "Commission")  pursuant to the Securities  Exchange Act of 1934
(the "Exchange  Act"),  but no action of the Committee  shall be invalid if this
requirement  is not met.  The  Committee  shall  select  one of its  members  as
Chairman  and  shall act by vote of a  majority  of a  quorum,  or by  unanimous
written  consent.  A majority  of its members  shall  constitute  a quorum.  The
Committee shall be governed by the provisions of XSA's By-Laws and of Nevada law
applicable to the Board,  except as otherwise  provided  herein or determined by
the Board.

              1.2.2   The  Committee  shall have full and complete authority, in
its  discretion,  but subject to the express  provisions of the Plan: to approve
the Employees nominated by the management of the Company to be granted Awards or
Stock Options;  to determine the number of Awards or Stock Options to be granted
to an Employee;  to determine the time or times at which Awards or Stock Options
shall be granted;  to establish  the terms and  conditions  upon which Awards or
Stock  Options  may be  exercised;  to  remove or adjust  any  restrictions  and
conditions  upon  Awards or Stock  Options;  to  specify,  at the time of grant,
provisions  relating to  exercisability  of Stock  Options and to  accelerate or
otherwise  modify the  exercisability  of any Stock  Options;  and to adopt such
rules and regulations and to make all other  determinations  deemed necessary or
desirable  for  the  administration  of  the  Plan.  All   interpretations   and
constructions  of the Plan by the Committee,  and all of its actions  hereunder,
shall be binding and conclusive on all persons for all purposes.


                                                                    Exhibit 10.8
<PAGE>


              1.2.3   The Company  hereby  agrees to indemnify and hold harmless
each Committee member and each employee of the Company, and the estate and heirs
of such Committee member or employee, against all claims, liabilities, expenses,
penalties,  damages or other pecuniary losses,  including legal fees, which such
Committee member or employee,  his or her estate or heirs may suffer as a result
of his or her  responsibilities,  obligations  or duties in connection  with the
Plan, to the extent that  insurance,  if any, does not cover the payment of such
items. No member of the Committee or the Board shall be liable for any action or
determination  made in good faith with respect to the Plan or any Award or Stock
Option granted pursuant to the Plan.

         1.3  Eligibility and Participation.

              Employees  eligible  under  the  Plan  shall  be  approved  by the
Committee  from those  Employees  who, in the opinion of the  management  of the
Company,   are  in  positions   which  enable  them  to  make   significant  and
extraordinary  contributions  to the  long-term  performance  and  growth of the
Company.  In selecting Employees to whom Stock Options or Awards may be granted,
consideration shall be given to factors such as employment position,  duties and
responsibilities,  ability, productivity, length of service, morale, interest in
the Company and recommendations of supervisors. No member of the Committee shall
be eligible to  participate  under the Plan or under any other  Company  plan if
such  participation  would  contravene  the  standard of  paragraph  1.2.1 above
relating to "disinterested persons."

         1.4  Shares Subject to the Plan.

              The  maximum   number  of  shares  of   Common  Stock  that may be
issued pursuant to the Plan shall be l,500,000,  subject to adjustment  pursuant
to the  provisions of paragraph 4.1. If shares of Common Stock awarded or issued
under the Plan are  reacquired  by the  Company due to a  forfeiture  or for any
other  reason,  such shares shall be  cancelled  and  thereafter  shall again be
available for purposes of the Plan. If a Stock Option expires,  terminates or is
cancelled for any reason  without  having been  exercised in full, the shares of
Common Stock not purchased  thereunder  shall again be available for purposes of
the Plan.

     2.  PROVISIONS RELATING TO STOCK OPTIONS

         2.1  Grants of Stock Options.

              The  Committee  may  grant  Stock Options in such amounts, at such
times,  and to such Employees  nominated by the management of the Company as the
Committee,  in its  discretion,  may determine.  Stock Options granted under the
Plan shall  constitute  "incentive  stock options" within the meaning of Section
422 of the Code, if so  designated  by the  Committee on the date of grant.  The
Committee  shall also have the  discretion  to grant Stock  Options which do not
constitute  incentive  stock  options,  and any  such  Stock  Options  shall  be
designated  non-statutory  stock  options by the Committee on the date of grant.
The aggregate fair market value  (determined  as of the time an incentive  stock
option is granted) of the Common  Stock with  respect to which  incentive  stock
options  are  exercisable  for the first  time by any  Employee  during  any one
calendar  year (under all plans of the Company and any parent or  Subsidiary  of
the Company) may not exceed the maximum  amount  permitted  under Section 422 of


                                                                    Exhibit 10.8
<PAGE>


the Code  (currently  $100,000.00).  Non-statutory  stock  options  shall not be
subject to the limitations  relating to incentive stock options contained in the
preceding sentence.  Each Stock Option shall be evidenced by a written agreement
(the "Option  Agreement")  in a form approved by the  Committee,  which shall be
executed on behalf of the Company and by the  Employee to whom the Stock  Option
is granted, and which shall be subject to the terms and conditions of this Plan.
In the discretion of the Committee,  Stock Options may include provisions (which
need not be  uniform),  authorized  by the  Committee  in its  discretion,  that
accelerate an Employee's rights to exercise Stock Options following a "Change in
Control," upon  termination of such Employee  employment by the Company  without
"Cause" or by the  Employee  for "Good  Reason,"  as such  terms are  defined in
paragraph 3.1 hereof.  The holder of a Stock Option shall not be entitled to the
privileges  of stock  ownership  as to any shares of Common  Stock not  actually
issued to such holder.

         2.2  Purchase Price.

              The  purchase  price  (the  "Exercise  Price") of shares of Common
Stock subject to each Stock Option ("Option Shares") shall equal the fair market
value  ("Fair  Market  Value") of such shares on the date of grant of such Stock
Option.  Notwithstanding  the  foregoing,  the Exercise  Price of Option  Shares
subject to an incentive  stock option  granted to an Employee who at the time of
grant owns stock  possessing more than 10% of the total combined voting power of
all classes of stock of the Company or of any parent or  Subsidiary  shall be at
least equal to 110% of the Fair Market Value of such shares on the date of grant
of such Stock  Option.  The Fair Market  Value of a share of Common Stock on any
date shall be equal to the closing  price (or if no closing  price is  reported,
the average of the last bid and asked  prices) of the Common  Stock for the last
preceding day on which MRM's shares were traded,  and the method for determining
the closing price shall be determined by the Committee.

         2.3  Option Period.

              The  Stock  Option  period  (the  "Term")  shall  commence  on the
date of grant of the Stock Option and shall be ten years or such shorter  period
as is determined by the Committee. Notwithstanding the foregoing, the Term of an
incentive  stock  option  granted to an  Employee  who at the time of grant owns
stock possessing more than 10% of the total combined voting power of all classes
of stock of the  Company or of any parent or  Subsidiary  shall not exceed  five
years.  Each Stock Option shall provide that it is exercisable  over its term in
such  periodic  installments  as  the  Committee  in  its  sole  discretion  may
determine.  Such provisions need not be uniform.  Notwithstanding the foregoing,
but subject to the provisions of paragraphs 1.2.2 and 2.1, Stock Options granted
to Employees who are subject to the reporting  requirements  of Section 16(a) of
the Exchange Act ("Section 16 Reporting Persons") shall not be exercisable until
at least six months and one day from the date the Stock Option is granted.

         2.4  Exercise of Options.

              2.4.1   Each  Stock  Option may be  exercised  in whole or in part
(but not as to fractional  shares) by delivering it for surrender or endorsement
to the Company, attention of the Corporate Secretary, at the principal office of
the Company,  together with payment of the Exercise Price and an executed Notice
and Agreement of Exercise in the form prescribed by paragraph 2.4.2. Payment may


                                                                    Exhibit 10.8
<PAGE>


be made (i) in cash, (ii) by cashier's or certified check, (iii) by surrender of
previously  owned  shares of the  Company's  Common  Stock  valued  pursuant  to
paragraph 2.2 (if the Committee  authorizes payment in stock in its discretion),
(iv) by  withholding  from the Option  Shares which would  otherwise be issuable
upon the  exercise of the Stock  Option that number of Option  Shares  having an
aggregate fair market value  (determined  in the manner  prescribed by paragraph
2.2) as of the date of the  exercise of the Stock  Option  equal to the exercise
price of the Stock Option, if such withholding is authorized by the Committee in
its  discretion,  or (v) in the discretion of the Committee,  by the delivery to
the Company of the  optionee's  promissory  note  secured by the Option  Shares,
bearing  interest at a rate  sufficient  to prevent the  imputation  of interest
under  Sections  483 or 1274 of the  Code,  and  having  such  other  terms  and
conditions as may be satisfactory to the Committee.

              2.4.2   Exercise  of each  Stock  Option is  conditioned  upon the
agreement of the Employee to the terms and  conditions  of this Plan and of such
Stock Option as evidenced by the  Employee's  execution and delivery of a Notice
and  Agreement of Exercise in a form to be  determined  by the  Committee in its
discretion.  Such Notice and Agreement of Exercise shall set forth the agreement
of the Employee that: (a) no Option Shares will be sold or otherwise distributed
in violation of the Securities Act of 1933 (the  "Securities  Act") or any other
applicable  federal or state securities laws, (b) each Option Share  certificate
may be  imprinted  with  legends  reflecting  any  applicable  federal and state
securities law restrictions and conditions, (c) the Company may comply with said
securities  law  restrictions  and issue  "stop  transfer"  instructions  to its
Transfer Agent and Registrar without liability, (d) if the Employee is a Section
16 Reporting  Person,  the  Employee  will furnish to the Company a copy of each
Form 4 or Form 5 filed  by said  Employee  and  will  timely  file  all  reports
required  under federal  securities  laws,  and (e) the Employee will report all
sales of Option  Shares to the  Company in writing on a form  prescribed  by the
Company.

              2.4.3   No Stock Option shall be exercisable  unless and until any
applicable  registration  or  qualification  requirements  of federal  and state
securities  laws,  and all other legal  requirements,  have been fully  complied
with. The Company will use reasonable efforts to maintain the effectiveness of a
Registration  Statement  under  the  Securities  Act for the  issuance  of Stock
Options  and  shares  acquired  thereunder,  but there may be times when no such
Registration  Statement  will be  currently  effective.  The  exercise  of Stock
Options may be  temporarily  suspended  without  liability to the Company during
times when no such  Registration  Statement  is currently  effective,  or during
times when,  in the  reasonable  opinion of the  Committee,  such  suspension is
necessary  to  preclude  violation  of any  requirements  of  applicable  law or
regulatory  bodies  having  jurisdiction  over the Company.  If any Stock Option
would expire for any reason except the end of its term during such a suspension,
then if exercise of such Stock Option is duly  tendered  before its  expiration,
such Stock Option  shall be  exercisable  and  exercised  (unless the  attempted
exercise is withdrawn) as of the first day after the end of such suspension. The
Company  shall have no obligation to file any  Registration  Statement  covering
resales of Option Shares.


                                                                    Exhibit 10.8
<PAGE>


         2.5  Continuous Employment.

              Except as provided in  paragraph  2.7 below,  an Employee  may not
exercise a Stock  Option  unless  from the date of grant to the date of exercise
such Employee remains continuously in the employ of the Company. For purposes of
this paragraph 2.5, the period of continuous  employment of an Employee with the
Company  shall be deemed to  include  (without  extending  the term of the Stock
Option) any period  during  which such  Employee is on leave of absence with the
consent of the  Company,  provided  that such leave of absence  shall not exceed
three months and that such Employee  returns to the employ of the Company at the
expiration  of such leave of absence.  If such  Employee  fails to return to the
employ  of the  Company  at the  expiration  of  such  leave  of  absence,  such
Employee's employment with the Company shall be deemed terminated as of the date
such leave of absence commenced.  The continuous  employment of an Employee with
the  Company  shall  also be deemed to  include  any  period  during  which such
Employee is a member of the Armed  Forces of the United  States,  provided  that
such  Employee  returns  to the  employ of the  Company  within 90 days (or such
longer period as may be  prescribed  by law) from the date such  Employee  first
becomes  entitled to discharge.  If an Employee does not return to the employ of
the Company  within 90 days (or such longer  period as may be prescribed by law)
from the date such Employee first becomes entitled to discharge, such Employee's
employment  with the Company  shall be deemed to have  terminated as of the date
such Employee's military service ended.

         2.6  Restrictions on Transfer.

              Each Stock Option  granted  under this Plan shall be  transferable
only  by will or the  laws of  descent  and  distribution.  No  interest  of any
Employee under the Plan shall be subject to attachment,  execution, garnishment,
sequestration,  the laws of bankruptcy or any other legal or equitable  process.
Each  Stock  Option  granted  under  this Plan  shall be  exercisable  during an
Employee's   lifetime  only  by  such  Employee  or  by  such  Employee's  legal
representative.

         2.7  Termination of Employment.

              2.7.1   Upon an Employee's  Retirement,  Disability or death,  (a)
all Stock Options to the extent then presently  exercisable shall remain in full
force and  effect  and may be  exercised  pursuant  to the  provisions  thereof,
including  expiration  at the end of the  fixed  term  thereof,  and (b)  unless
otherwise  provided by the  Committee,  all Stock Options to the extent not then
presently  exercisable by such Employee  shall  terminate as of the date of such
termination of employment and shall not be exercisable thereafter.

              2.7.2   Upon the termination of the employment of an Employee with
the Company for any reason other than the reasons set forth in  paragraph  2.7.1
hereof,  (a) all Stock Options to the extent then presently  exercisable by such
Employee shall remain exercisable only for a period of 90 days after the date of
such termination of employment  (except that the 90-day period shall be extended
to 12 months if the Employee  shall die during such 90-day  period),  and may be
exercised pursuant to the provisions thereof, including expiration at the end of
the fixed term thereof, and (b) unless otherwise provided by the Committee,  all
Stock  Options to the extent not then  presently  exercisable  by such  Employee
shall  terminate as of the date of such  termination of employment and shall not
be exercisable thereafter.


                                                                    Exhibit 10.8
<PAGE>


              2.7.3   For purposes of this Plan:

                            (a) "Retirement" shall mean an Employee's retirement
from the  employ  of the  Company  on or after the date on which  such  Employee
attains the age of sixty-five (65) years; and

                            (b)  "Disability"  shall  mean  total and  permanent
incapacity of an Employee,  due to physical  impairment  or legally  established
mental incompetence,  to perform the usual duties of such Employee's  employment
with the Company, which disability shall be determined:  (i) on medical evidence
by a licensed  physician  designated by the Committee,  or (ii) on evidence that
the  Employee  has become  entitled  to receive  primary  benefits as a disabled
employee under the Social Security Act in effect on the date of such disability.

         2.8  Grants of Options to Non-Employee Directors.

              Each member of the Board who is not an  Employee (a  "Non-Employee
Director:),  whether  or not such  member  is a member of the  Committee,  shall
automatically be granted  non-statutory  Stock Options to purchase 10,000 shares
of Common Stock on each anniversary of such Non-Employee  Director's  continuous
service  on the  Board.  The  term  of  each  such  Stock  Option  granted  to a
Non-Employee  Director  shall commence on the date of grant and shall be for ten
years  thereafter.  Each such Stock Option  granted to a  Non-Employee  Director
shall first be exercisable  six months and one day from the later of the date of
grant or the date of shareholder  approval of this Plan, and thereafter shall be
exercisable  at any time until the  expiration  of its term,  whether or not the
Non-Employee  Director is a member of the Board at the time of exercise or later
enters the employ of the  Company.  Notwithstanding  the  foregoing or any other
provision of this Plan,  all  unexercised  Stock Options held by a  Non-Employee
Director shall automatically terminate as of the date his or her directorship is
terminated,  if such  directorship is terminated on account of any act of fraud,
embezzlement,  misappropriation  or conversion of assets or opportunities of the
Company.  Upon  termination of such Stock Options,  such  Non-Employee  Director
shall  forfeit all rights and benefits  under this Plan.  Not  withstanding  the
provisions of paragraph  4.4, the  provisions  of this  paragraph 2.8 may not be
amended  more than once every six months,  other than to comport with changes in
the Code or the regulations thereunder. The Committee shall not grant any Awards
to  Non-Employee  Directors and shall have no discretion as to (a) the selection
of Non-Employee  Directors to whom Stock Options may be granted,  (b) the number
of Stock Options granted to any Non-Employee Director, (c) the times at which or
the periods  within  which Stock  Options  may be granted to, or  exercised  by,
Non-Employee  Directors,  or  (d)  except  to the  limited  extent  provided  in
paragraph  2.2,  the price at which any Stock Option  granted to a  Non-Employee
Director may be exercised.  Except as  specifically  set forth in this paragraph
2.8, Stock Options granted to Non-Employee  Directors will be governed by all of
the other terms and provisions of this Plan.

     3.  PROVISIONS RELATING TO AWARDS

         3.1   Grant of Awards.

               Subject to the provisions of the Plan,  the Committee  shall have
full and  complete  authority,  in its  discretion,  but  subject to the express
provisions  of this  Plan,  to (i)  grant  Awards  pursuant  to the  Plan,  (ii)


                                                                    Exhibit 10.8
<PAGE>


determine  the number of shares of Common  Stock  subject to each Award  ("Award
Shares"), (iii) determine the terms and conditions (which need not be identical)
of each Award,  including the  consideration (if any) to be paid by the Employee
for such Common Stock, which may, in the Committee's discretion,  consist of the
delivery of the Employee's promissory note meeting the requirements of paragraph
2.4.1, (iv) establish and modify  performance  criteria for Awards, and (v) make
all of the  determinations  necessary or advisable  with respect to Awards under
the Plan. Each award under the Plan shall consist of a grant of shares of Common
Stock  subject to a  restriction  period  (after  which the  restrictions  shall
lapse),  which shall be a period commencing on the date the award is granted and
ending on such date as the Committee shall determine (the "Restriction Period").
The Committee may provide for the lapse of  restrictions  in  installments,  for
acceleration  of the  lapse  of  restrictions  upon  the  satisfaction  of  such
performance  or other  criteria  or upon the  occurrence  of such  events as the
Committee  shall  determine,  and for the early  expiration  of the  Restriction
Period  upon an  Employee's  death,  Disability  or  Retirement  as  defined  in
paragraph  2.7.3,  or,  following a Change of Control,  upon  termination  of an
Employee's  employment  by the Company  without  "Cause" or by the  Employee for
"Good Reason," as those terms are defined herein. For purposes of this Plan:

               "Change of Control"  shall be deemed to occur (a) on the date the
Company  first has  actual  knowledge  that any  person (as such term is used in
Sections  13(d) and 14(d) (2) of the  Exchange  Act) has become  the  beneficial
owner  (as  defined  in Rule  13(d)-3  under  the  Exchange  Act),  directly  or
indirectly,  of  securities  of the  Company  representing  40% or  more  of the
combined voting power of the Company's then  outstanding  securities,  or (b) on
the date the  shareholders  of the  Company  approve (i) a merger of the Company
with or into any other  corporation  in which the  Company is not the  surviving
corporation  or in  which  the  Company  survives  as a  subsidiary  of  another
corporation,  (ii) a consolidation of the Company with any other corporation, or
(iii)  the sale or  disposition  of all or  substantially  all of the  Company's
assets or a plan of complete liquidation.

               "Cause,"  when  used  with   reference  to   termination  of  the
employment of an Employee by the Company for "Cause," shall mean:

               (a)    the Employee's   continuing wilful and material  breach of
his or her duties to the  Company  after he or she  receives  a demand  from the
Chief  Executive  of the  Company  specifying  the manner in which he or she has
wilfully  and  materially  breached  such  duties,  other than any such  failure
resulting from  Disability of the Employee or his or her  resignation  for "Good
Reason," as defined herein; or

               (b)    the conviction of the Employee of a felony; or

               (c)    the Employee's commission of fraud in the course of his or
her  employment  with the Company,  such as  embezzlement  or other material and
intentional violation of law against the Company; or

               (d)    the Employee's gross  misconduct  causing material harm to
the Company.

               "Good  Reason"  shall  mean  any one or  more  of the  following,
occurring following or in connection with a Change of Control and within 90 days


                                                                    Exhibit 10.8
<PAGE>


prior to the  Employee's  resignation,  unless the Employee shall have consented
thereto in writing:

               (a)    the assignment to the Employee of duties inconsistent with
his or her  executive  status  prior to the Change of  Control or a  substantive
change in the officer or officers to whom he or she reports  from the officer or
officers to whom he or she reported  immediately prior to the Change of Control;
or

               (b)    the  elimination  or  reassignment  of a  majority  of the
duties and responsibilities that were assigned to the Employee immediately prior
to the Change of Control; or

               (c)    a reduction by the Company in the  Employee's  annual base
salary as in effect immediately prior to the Change of Control; or

               (d)    the Company's  requiring the Employee to be based anywhere
outside a 35-mile radius from his or her place of employment  immediately  prior
to the Change of Control,  except for required travel on the Company's  business
to an  extent  substantially  consistent  with the  Employee's  business  travel
obligations immediately prior to the Change of Control; or

               (e)    the  failure  of the  Company  to  grant  the  Employee  a
performance  bonus  reasonably  equivalent to the same  percentage of salary the
Employee  normally  received  prior to the Change of Control,  given  comparable
performance by the Company and the Employee; or

               (f)    the  failure  of the  Company  to  obtain  a  satisfactory
Assumption  Agreement  (as  defined  in  paragraph  4.12  of  the  Plan)  from a
successor,  or  the  failure  of  such  successor  to  perform  such  Assumption
Agreement.

         3.2  Incentive Agreements.

              Each Award  granted under the Plan shall be evidenced by a written
agreement  (an  "Incentive  Agreement")  in a form approved by the Committee and
executed  by the Company  and the  Employee  to whom the Award is granted.  Each
Incentive Agreement shall be subject to the terms and conditions of the Plan and
other such terms and  conditions  as the  Committee  may specify.  3.3 Waiver of
Restrictions.

         3.3  Waiver of Restrictions

              The  Committee  may  modify or amend  any Award  under the Plan or
waive any  restrictions  or  conditions  applicable  to such  Awards;  provided,
however, that the Committee may not undertake any such modifications, amendments
or  waivers if the effect  thereof  materially  increases  the  benefits  to any
Employee,  or adversely  affects the rights of any  Employee  without his or her
consent.

         3.4  Terms and Conditions of Awards.

              3.4.1   Upon  receipt of an Award of shares of Common  Stock under
the Plan, even during the Restriction Period, an Employee shall be the holder of


                                                                    Exhibit 10.8
<PAGE>


record of the shares and shall have all the rights of a shareholder with respect
to such shares, subject to the terms and conditions of the Plan and the Award.

              3.4.2   Except as  otherwise  provided in this  paragraph  3.4, no

shares of Common Stock received  pursuant to the Plan shall be sold,  exchanged,
transferred,   pledged,   hypothecated  or  otherwise  disposed  of  during  the
Restriction Period applicable to such shares. Any purported  disposition of such
Common Stock in violation of this paragraph 3.4.2 shall be null and void.

              3.4.3   If an Employee's  employment  with the Company  terminates

prior to the expiration of the Restriction  Period for an Award,  subject to any
provisions  of the Award with respect to the  Employee's  death,  Disability  or
Retirement,  or Change of  Control,  all shares of Common  Stock  subject to the
Award shall be  immediately  forfeited  by the Employee  and  reacquired  by the
Company,  and the  Employee  shall have no further  rights  with  respect to the
Award.  In the discretion of the Committee,  an Incentive  Agreement may provide
that,  upon the  forfeiture  by an Employee of Award  Shares,  the Company shall
repay to the Employee the consideration (if any) which the Employee paid for the
Award Shares on the grant of the Award.  In the discretion of the Committee,  an
Incentive  Agreement  may also  provide  that such  repayment  shall  include an
interest factor on such consideration from the date of the grant of the Award to
the date of such repayment.

              3.4.4   The Committee may require under such terms and  conditions
as it deems  appropriate or desirable that (i) the certificates for Common Stock
delivered under the Plan are to be held in custody by the Company or a person or
institution designated by the Company until the Restriction Period expires, (ii)
such  certificates  shall bear a legend  referring  to the  restrictions  on the
Common Stock  pursuant to the Plan,  and (iii) the Employee shall have delivered
to the Company a stock power endorsed in blank relating to the Common Stock.

     4.  MISCELLANEOUS PROVISIONS

         4.1  Adjustments Upon Change in Capitalization.

              4.1.1   The number and class of shares subject to each outstanding
Stock Option,  the Exercise Price thereof (but not the total price), the maximum
number of Stock Options that may be granted under the Plan,  the minimum  number
of shares as to which a Stock Option may be  exercised at any one time,  and the
number  and  class  of  shares  subject  to each  outstanding  Award,  shall  be
proportionately  adjusted in the event of any increase or decrease in the number
of  the  issued  shares  of  Common  Stock  which  results  from a  split-up  or
consolidation  of shares,  payment of a stock dividend or dividends  exceeding a
total  of 5% for  which  the  record  dates  occur  in any one  fiscal  year,  a
recapitalization  (other than the conversion of convertible securities according
to their terms),  a combination of shares or other like capital  adjustment,  so
that (i) upon  exercise of the Stock  Option,  the  Employee  shall  receive the
number and class of shares such  Employee  would have received had such Employee
been the  holder of the  number  of  shares of Common  Stock for which the Stock
Option is being  exercised  upon the date of such change or increase or decrease
in the  number  of  issued  shares  of the  Company,  and (ii) upon the lapse of
restrictions  of the Award  Shares,  the Employee  shall  receive the number and


                                                                    Exhibit 10.8
<PAGE>


class of shares such  Employee  would have received if the  restrictions  on the
Award  Shares had lapsed on the date of such  change or  increase or decrease in
the number of issued shares of the Company.

              4.1.2   Upon a  reorganization,  merger  or  consolidation  of the
Company  with  one or more  corporations  as a result  of  which  XSA is not the
surviving  corporation or in which XSA survives as a wholly-owned  subsidiary of
another corporation,  or upon a sale of all or substantially all of the property
of the  Company to another  corporation,  or any  dividend  or  distribution  to
shareholders of more than 10% of the Company's  assets,  adequate  adjustment or
other provisions shall be made by the Company or other party to such transaction
so that there shall remain and/or be substituted for the Option Shares and Award
Shares  provided for herein,  the shares,  securities or assets which would have
been issuable or payable in respect of or in exchange for such Option Shares and
Award  Shares  then  remaining,  as if the  Employee  had been the owner of such
shares as of the applicable date. Any securities so substituted shall be subject
to similar successive adjustments.

         4.2  Withholding Taxes.

              The  Company  shall have the right at the time of  exercise of any
Stock  Option,  the grant of an Award,  or the  lapse of  restrictions  on Award
Shares,  to make  adequate  provision for any federal,  state,  local or foreign
taxes  which it  believes  are or may be  required  by law to be  withheld  with
respect to such exercise  ("Tax  Liability"),  to ensure the payment of any such
Tax  Liability.  The Company may provide for the payment of any Tax Liability by
any of the following  means or a combination of such means, as determined by the
Committee in its sole and absolute  discretion in the  particular  case:  (i) by
requiring  the  Employee  to  tender  a cash  payment  to the  Company,  (ii) by
withholding  from the Employee's  salary,  (iii) by withholding  from the Option
Shares which would  otherwise be issuable upon exercise of the Stock Option,  or
from the Award  Shares  on their  grant or date of lapse of  restrictions,  that
number of Option  Shares or Award Shares  having an aggregate  fair market value
(determined  in the  manner  prescribed  by  paragraph  2.2) as of the  date the
withholding tax obligation  arises in an amount which is equal to the Employee's
Tax Liability or (iv) by any other method deemed  appropriate  by the Committee.
Satisfaction  of the Tax Liability of a Section 16 Reporting  Person may be made
by the method of payment  specified in clause (iii) above only if the  following
two conditions are satisfied:

              (a) the  withholding  of  Option  Shares or Award  Shares  and the
exercise  of the  related  Stock  Option  occur at least six  months and one day
following the date of grant of such Stock Option or Award; and

              (b) the  withholding  of  Option  Shares  or Award  Shares is made
either (i) pursuant to an irrevocable election ("Withholding  Election") made by
such  Employee  at least six  months in advance  of the  withholding  of Options
Shares  or Award  Shares,  or (ii) on a day  within a  ten-day  "window  period"
beginning  on the  third  business  day  following  the date of  release  of the
Company's quarterly or annual summary statement of sales and earnings.  Anything
herein  to  the  contrary   notwithstanding,   a  Withholding  Election  may  be
disapproved by the Committee at any time.


                                                                    Exhibit 10.8
<PAGE>


         4.3  Relationship to Other Employee Benefit Plans.

              Stock Options and Awards granted  hereunder shall not be deemed to
be salary or other  compensation  to any  Employee  for purposes of any pension,
thrift,  profit-sharing,  stock purchase or any other employee  benefit plan now
maintained or hereafter adopted by the Company.

         4.4  Amendments and Termination.

              The Board of Directors may at any time suspend, amend or terminate
this Plan. No amendment, except as provided in paragraph 2.8, or modification of
this Plan may be adopted,  except subject to stockholder approval,  which would:
(a) materially  increase the benefits accruing to Employees under this Plan, (b)
materially increase the number of securities which may be issued under this Plan
(except for  adjustments  pursuant to paragraph 4.1 hereof),  or (c)  materially
modify the requirements as to eligibility for participation in the Plan.

         4.5  Successors in Interest.

              The provisions of this Plan and the actions of the Committee shall
be  binding  upon all  heirs,  successors  and  assigns  of the  Company  and of
Employees.

         4.6  Other Documents.

              All documents  prepared,  executed or delivered in connection with
this Plan  (including,  without  limitation,  Option  Agreements  and  Incentive
Agreements)  shall be, in substance and form, as established and modified by the
Committee;  provided, however, that all such documents shall be subject in every
respect to the provisions of this Plan, and in the event of any conflict between
the terms of any such document and this Plan,  the provisions of this Plan shall
prevail.

         4.7  No Obligation to Continue Employment.

              This Plan and grants  hereunder shall not impose any obligation on
the Company to continue to employ any Employee.  Moreover,  no provision of this
Plan or any document executed or delivered pursuant to this Plan shall be deemed
modified in any way by any  employment  contract  between an Employee  (or other
employee) and the Company.

         4.8  Misconduct of an Employee.

              Notwithstanding  any other  provision of this Plan, if an Employee
commits fraud or dishonesty  toward the Company or wrongfully  uses or discloses
any trade secret,  confidential  data or other  information  proprietary  to the
Company, or intentionally takes any other action materially inimical to the best
interests  of the  Company,  as  determined  by the  Committee,  in its sole and
absolute  discretion,  such Employee shall forfeit all rights and benefits under
this Plan.


                                                                    Exhibit 10.8

<PAGE>


         4.9  Term of Plan.

              This Plan was adopted by the Board effective  January 24, 1997. No
Stock Options or Awards may be granted under this Plan after January 23, 2007.

         4.10 Governing Law.

              This Plan shall be construed in accordance  with, and governed by,
the laws of the State of California.

         4.11 Shareholder Approval.

              No Stock Option shall be exercisable, or Award granted, unless and
until the  Shareholders  of the Company  have  approved  this Plan and all other
legal requirements have been fully complied with.

         4.12 Assumption Agreements.

              The Company  will  require  each  successor,  (direct or indirect,
whether  by  purchase,   merger,   consolidation   or  otherwise),   to  all  or
substantially  all of the  business  or  assets  of the  Company,  prior  to the
consummation of each such transaction,  to assume and agree to perform the terms
and  provisions  remaining to be performed by the Company  under each  Incentive
Agreement  and Stock  Option  and to  preserve  the  benefits  to the  Employees
thereunder.  Such  assumption  and  agreement  shall be set  forth in a  written
agreement in form and substance  satisfactory  to the Committee (an  "Assumption
Agreement"),  and shall include such adjustments,  if any, in the application of
the provisions of the Incentive Agreements and Stock Options and such additional
provisions,  if any, as the  Committee  shall  require and approve,  in order to
preserve such benefits to the Employees.  Without limiting the generality of the
foregoing,  the  Committee  may  require  an  Assumption  Agreement  to  include
satisfactory undertakings by a successor:

              (a) to  provide  liquidity  to  the  Employees  at the  end of the
Restriction Period applicable to Common Stock awarded to them under the Plan, or
on the exercise of Stock Options;

              (b) if the  succession  occurs before the expiration of any period
specified in the Incentive  Agreements for satisfaction of performance  criteria
applicable to the Common Stock awarded  thereunder,  to refrain from interfering
with the Company's  ability to satisfy such performance  criteria or to agree to
modify  such  performance  criteria  and/or  waive any  criteria  that cannot be
satisfied as a result of the succession;

              (c) to require any future  successor  to enter into an  Assumption
Agreement; and

              (d) to take or  refrain  from  taking  such  other  actions as the
Committee may require and approve, in its discretion.  The Committee referred to
in this  paragraph  4.12 is the  Committee  appointed by a Board of Directors in
office prior to the succession then under consideration.


                                                                    Exhibit 10.8

<PAGE>


         4.13 Compliance With Rule 16B-3.

              Transactions  under  the  Plan are  intended  to  comply  with all
applicable  conditions  of Rule 16b-3.  To the extent that any  provision of the
Plan or action by the Committee fails to so comply,  it shall be deemed null and
void, to the extent permitted by law and deemed advisable by the Committee.

     IN WITNESS  WHEREOF,  this Plan has been executed  effective as of the 24th
day of January, 1997.

                                  XPLORER, S.A.



                               By:  /s/  Thomas C. Roddy
                                  ----------------------
                                  Thomas C. Roddy
                                  President

































                                                                    Exhibit 10.8