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                                                                    EXHIBIT 10.8

                        BROWNING-FERRIS INDUSTRIES, INC.

                       RESTATED 1996 STOCK INCENTIVE PLAN


1.       PURPOSE. The 1996 Stock Incentive Plan (the "Plan") is to benefit
         Browning-Ferris Industries, Inc. (the "Company") and its subsidiary
         corporations through the maintenance and development of its management
         by offering certain executives, key employees (including
         employee-directors) and consultants of the Company and its subsidiaries
         (the "Participants") an opportunity to become owners of the Common
         Stock, $.16-2/3 par value, of the Company and is intended to advance
         the best interests of the Company by providing such persons with
         additional incentive by increasing their proprietary interest in the
         success of the Company and its subsidiary corporations.

2.       ADMINISTRATION. The Plan shall be administered by the Compensation
         Committee of the Board of Directors of the Company or by another
         committee designated to act by the Board of Directors (the
         "Committee"). The Committee shall be comprised solely of two or more
         directors each of whom is an "outside director" within the meaning of
         Section 162(m) of the Internal Revenue Code of 1986, as amended, and
         the rules and regulations issued thereunder, and a "non-employee
         director" as defined in Rule 16b-3 promulgated under the Securities
         Exchange Act of 1934, as amended ("Rule 16b-3"). Meetings shall be held
         at such times and places as shall be determined by the Committee. A
         majority of the members of the Committee shall constitute a quorum for
         the transaction of business, and the vote of a majority of those
         members present at any meeting shall decide any question brought before
         that meeting. In addition, the Committee may take any action otherwise
         proper under the Plan by the unanimous written consent of its members.
         No member of the Committee shall be liable for any act or omission of
         any other member of the Committee or for any act or omission on his own
         part, including but not limited to the exercise of any power or
         discretion given to him under the Plan, except those resulting from his
         own gross negligence or willful misconduct. All questions of
         interpretation and application of the Plan, or of options granted
         hereunder (the "Options") and of stock awards and restricted stock
         (which are defined in Paragraph 17 hereof) granted hereunder, shall be
         subject to the determination, which shall be final and binding, of a
         majority of the whole Committee.

3.       OPTIONS, STOCK AWARDS AND RESTRICTED STOCK GRANTS. The stock subject to
         the Options and other provisions of the Plan shall be shares of the
         Company's Common Stock, $.16-2/3 par value (the "Stock"). The total
         amount of the Stock with respect to which Options, stock awards and
         restricted stock may be granted under this Plan shall not exceed in the
         aggregate 10,000,000 shares, but no more than 1,500,000 shares of Stock
         in the aggregate may be awarded as stock awards and restricted stock
         grants; provided, that the class and aggregate number of shares of
         Stock which may be subject to Options, stock awards and restricted
         stock granted hereunder shall be subject to adjustment in accordance
         with the provisions of Paragraph 16 hereof. Such shares of Stock may be
         treasury shares or authorized but unissued shares of Stock. In the
         event that any outstanding Option for any reason shall



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         expire or is terminated or canceled, the shares of Stock allocable to
         the unexercised portion of such Option may again be subject to an
         Option, stock award or restricted stock under the Plan.

4.       AUTHORITY TO GRANT OPTIONS. The Committee may grant from time to time
         to such eligible individuals (the "Optionees") as set forth in
         Paragraph 5 an Option or Options to buy a stated number of shares of
         Stock under the terms and conditions of the Plan and the stock option
         agreement. Options granted under the Plan may, in the discretion of the
         Committee, be either incentive stock options as defined in Section 422
         of the Internal Revenue Code of 1986, as amended (the "Code"), or
         non-qualified stock options. Each stock option agreement shall
         specifically state, for each Option granted thereunder, whether the
         Option is an incentive stock option or a non-qualified option, but any
         Option not designated by the Committee as an incentive stock option
         shall be a non-qualified stock option. In no event, however, shall both
         an incentive stock option and a non-qualified stock option be granted
         together under the Plan in such a manner that the exercise of one
         Option affects the rights to exercise the other. No Options shall be
         granted under the Plan subsequent to September 3, 2006. Except as
         provided in Paragraph 6, all provisions of this Plan relating to
         options apply to both incentive and non-qualified options. The only
         Options under the Plan which may be granted are those which either (i)
         are granted after adoption of the Plan and are conditioned upon
         approval of the Plan by the stockholders of the Company within twelve
         months of such adoption or (ii) are granted after both adoption of the
         Plan and approval thereof by the stockholders of the Company within
         twelve months after the date of such adoption, all as provided in
         Paragraph 21 hereof. The maximum number of Options which may be granted
         to any one Participant from this Plan annually is 250,000; provided,
         that the class and the aforesaid maximum number of shares shall be
         subject to adjustments in accordance with the provisions of Paragraph
         16 hereof.

5.       ELIGIBILITY FOR STOCK OPTIONS. Except as provided in Paragraph 6(iv),
         the individuals who shall be eligible to receive Options under the Plan
         shall be key employees (including employee-directors) of the Company or
         of any subsidiary corporation and any person who is a party to a
         written consulting agreement with the Company or any of its subsidiary
         corporations, as determined by the Committee. Non-employee directors
         are not eligible. For all purposes of the Plan, the term "subsidiary
         corporation" shall mean any corporation of which the Company is the
         "parent corporation" as that term is defined in Section 424(e) of the
         Code.

6.       PROVISIONS APPLICABLE TO INCENTIVE STOCK OPTIONS. The following
         provisions shall apply only to incentive stock options granted under
         the Plan:

         (i)      No incentive stock option shall be granted to any employee
                  who, at the time such Option is granted, owns, within the
                  meaning of Section 422 of the Code, stock possessing more than
                  10 percent of the total combined voting power of all classes
                  of Stock of the Company or any of its subsidiaries, except
                  that such an Option may be granted to such an employee if at
                  the time the Option is granted the option price is at

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                  least 110 percent of the fair market value of the Stock
                  (determined in accordance with Paragraph 7) subject to the
                  Option, and the Option by its terms is not exercisable after
                  the expiration of five years from the date the Option is
                  granted;

         (ii)     To the extent that the aggregate fair market value of stock
                  with respect to which incentive stock options (without regard
                  to this subparagraph) are exercisable for the first time by
                  any individual during any calendar year (under all plans of
                  the Company and its subsidiaries) exceeds $100,000, such
                  Options shall be treated as Options which are not incentive
                  stock options. This subparagraph shall be applied by taking
                  Options into account in the order in which they were granted.
                  If some but not all Options granted on any one day are subject
                  to this subparagraph, then such Options shall be apportioned
                  between incentive stock option and non-qualified stock option
                  treatment in such manner as the Committee shall determine. For
                  purposes of this subparagraph, the fair market value of any
                  stock shall be determined, in accordance with Paragraph 7, as
                  of the date the Option with respect to such Stock is granted.

         (iii)    No incentive stock option granted under the Plan shall be
                  exercisable any sooner than one year from the date of grant.

         (iv)     Only employees (including employee-directors) of the Company
                  and its subsidiary corporations shall be eligible to receive
                  incentive stock options.

         (v)      Incentive stock options shall not be transferable by the
                  Optionee other than by will or under the laws of descent and
                  distribution, and shall be exercisable, during the Optionee's
                  lifetime, only by the Optionee or his legal guardian or
                  representative.

7.       OPTION PRICE; FAIR MARKET VALUE. The price at which shares of Stock may
         be purchased pursuant to an Option shall be not less than the fair
         market value of the shares of Stock on the date the Option is granted,
         and the Committee in its discretion may provide that the price at which
         shares may be so purchased shall be more than such fair market value.
         For all purposes of this Plan, the "fair market value" of the Stock
         shall be the closing selling price of the Stock as reported in The Wall
         Street Journal for the last trading day before the date as of which
         such fair market value is to be determined. No Option may be repriced.

8.       DURATION OF OPTIONS. Subject to Paragraph 6 (i), no Option shall be
         exercisable after the expiration of ten years from the date such Option
         is granted. An Option shall expire immediately following the last day
         on which such Option is exercisable pursuant to this Paragraph 8 or any
         decision of the Committee made pursuant to Paragraph 9.

9.       AMOUNT EXERCISABLE. The Committee in its discretion may provide that an
         Option shall be exercisable throughout the term of the Option or during
         any lesser period of time from the date of grant of the Option and
         ending upon or before the expiration of the term. Each Option may be
         exercised, so long as it is valid and outstanding, from time to time in
         part or


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         as a whole, subject to any limitations with respect to the number of
         shares for which the Option may be exercised at a particular time and
         to such other conditions as the Committee in its discretion may specify
         upon granting the Option.

10.      EXERCISE OF OPTIONS. Options shall be exercised by the delivery of
         written notice to the Company setting forth the number of shares of
         Stock with respect to which the Option is to be exercised, together
         with cash, wire transfer, certified check, bank draft or postal or
         express money order payable to the order of the Company (the
         "Acceptable Funds") for an amount equal to the Option price of such
         shares of Stock, or at the election of the Optionee, by exchanging
         shares of Stock owned by the Optionee, so long as the exchanged shares
         of Stock plus Acceptable Funds paid, if any, have a total fair market
         value (determined in accordance with Paragraph 7, as of the date of
         exercise) equal to the purchase prices for such shares to be acquired
         upon exercise of said Option, and specifying the address to which the
         certificates for such shares are to be mailed. Whenever an Option is
         exercised by exchanging shares of Stock theretofore owned by the
         Optionee: (1) no shares of Stock received upon exercise of that Option
         thereafter may be exchanged to pay the Option price for additional
         shares of Stock within the following six months; and (2) the Optionee
         shall deliver to the Company certificates registered in the name of
         such Optionee representing a number of shares of Stock legally and
         beneficially owned by such Optionee, free of all liens, claims, and
         encumbrances of every kind, accompanied by stock powers duly endorsed
         in blank by the record holder of the shares represented by such
         certificates, with signature guaranteed by a commercial bank or trust
         company or by a brokerage firm having a membership on a registered
         national stock exchange. Such notice may be delivered in person to the
         Secretary of the Company, or may be sent by mail to the Secretary of
         the Company, in which case delivery shall be deemed made on the date
         such notice is received. As promptly as practicable after receipt of
         such written notification and payment, the Company shall deliver to the
         Optionee certificates for the number of shares with respect to which
         such Option has been so exercised, issued in the Optionee's name;
         provided, that such delivery shall be deemed effected for all purposes
         when a stock transfer agent of the Company shall have deposited such
         certificates in the United States mail, addressed to the Optionee, at
         the address specified pursuant to this Paragraph 10. The delivery of
         certificates upon the exercise of Options may, in the discretion of the
         Committee, be subject to any reasonable conditions, including, but not
         limited to (a) payment to the Company by the person exercising such
         Option of the amount, determined by the Company, of any tax liability
         of the Company (including but not limited to federal and state income
         and employment taxes required to be withheld) resulting from such
         exercise, or from a sale or other disposition of the stock issued upon
         exercise of such Option (or a stock option granted under another plan
         of the Company), if such sale or other disposition might be a
         "disqualifying disposition" described in Section 422(a) of the Code and
         (b) agreement by the person exercising such Option to provide the
         Company with such information as the Company might reasonably request
         pertaining to such exercise, sale or other disposition. The Optionee
         may elect to have the Company accept or retain Stock as payment of an
         Optionee's tax liability to the Company, as described in (a), above.
         The Company has the discretion to buy back shares of Stock resulting
         from the exercise of an Option by any officer of the Company, and in
         connection therewith, the Applicable Funds, as defined in



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         the Plan, will include the delivery of instructions to retain the
         exercise price from the proceeds of the sale of the shares of Stock.

11.      TRANSFERABILITY OF OPTIONS. Options shall not be transferable by the
         Optionee other than by will or under the laws of descent and
         distribution, and shall be exercisable, during the Optionee's lifetime,
         only by the Optionee or his legal guardian or representative; provided,
         however, subject to Paragraph 6(v), the Committee, in its sole
         discretion, may grant Options that are transferable by the Optionee to
         (i) immediate family members (such as children, grandchildren or
         spouse); (ii) trusts for the benefit of the Optionee's immediate family
         members; and (iii) partnerships in which immediate family members are
         the only partners.

12.      TERMINATION OF EMPLOYMENT OF OPTIONEE. Except as may be otherwise
         expressly provided herein, Options shall terminate on such date as
         shall be selected by the Committee in its discretion. If an Optionee is
         an employee of the Company or of a subsidiary corporation at the time
         an Option is granted, and, before the date of expiration of the Option,
         an employment relationship with the Company and all subsidiaries is
         severed, for any reason (except as otherwise provided for herein), the
         Option shall terminate thirty days following severance of the
         employment relationship. Whether authorized leave of absence, or
         absence on military or government service, shall constitute severance
         of an employment relationship with the Company or a subsidiary
         corporation and the Optionee, shall be determined by the Committee at
         the time thereof. If, before the date of expiration of a non-qualified
         Option, the Optionee shall be retired in good standing from the employ
         of the Company and all subsidiaries for reasons of age or disability
         under the then established rules of the Company, the Option shall
         terminate on the earlier of such date of expiration or one year after
         the date of such retirement. In the event of such retirement, the
         Optionee shall have the right prior to the termination of such Option
         to exercise the Option to the extent to which he was entitled to
         exercise such Option immediately prior to such retirement; however, in
         the event that the Optionee has retired on or after attaining the age
         of sixty-two (62) years, the Optionee shall be entitled to exercise all
         or any part of such Option (without regard to any limitations imposed
         pursuant to Paragraph 9 hereof. If during the exercisability period as
         set forth hereinabove as being one year, an Optionee becomes an
         employee or consultant for a competitor of the Company, it shall be
         deemed that the employee's retirement status under the Plan shall be
         considered as not in good standing and the exercisability period shall
         automatically be reduced to thirty days from the date of the consulting
         or employment arrangement, and further that the accelerated vesting of
         stock options on or after age 62 shall be rescinded and such Optionee
         shall only be able to exercise that portion of the Option which was
         exercisable immediately prior to such retirement and the remaining
         portion shall immediately be deemed canceled. Upon the death of the
         Optionee, his executors, administrators, or any person or persons to
         whom his Option may be transferred by will or by the laws of descent
         and distribution, shall have the right, at any time prior to the
         earlier of the date of expiration or one year following the date of
         such death, to exercise the Option, in whole or in part (without regard
         to any limitations imposed pursuant to Paragraph 9 hereof. The
         Committee shall be permitted, in its discretion, to grant to any
         employee an Option which is an incentive stock option or a
         non-



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         qualified stock option with a provision that the Option shall continue
         in full force and effect as a non-qualified stock option with no
         modification of the option price if the person's status with the
         Company or its subsidiary changes, but such person continues as a
         director or consultant of the Company.

13.      REQUIREMENTS OF LAW. The Company shall not be required to sell or issue
         any shares under any Option if the issuance of such shares shall
         constitute a violation by the Optionee or the Company of any provisions
         of any law or regulation of any governmental authority.

14.      NO RIGHTS AS STOCKHOLDER. No Optionee shall have rights as a
         Stockholder with respect to shares covered by any Option until the date
         of issuance of a stock certificate for such shares; and, except as
         otherwise provided in Paragraph 16 hereof, no adjustment for dividends,
         or otherwise, shall be made if the record date thereof is prior to the
         date of issuance of such certificate.

15.      NO EMPLOYMENT OR NOMINATION OBLIGATION. The granting of any Option
         shall not impose upon the Company or any subsidiary any obligation to
         continue to nominate an Optionee for election as a director or to
         employ or continue to employ any Optionee; and the right of the Company
         or any subsidiary to terminate the employment of any employee shall not
         be diminished or affected by reason of the fact that an Option has been
         granted to the employee.

16.      CHANGES IN THE COMPANY'S CAPITAL STRUCTURE. The existence of
         outstanding Options shall not affect in any way the right or power of
         the Company or its stockholders to make or authorize any or all
         adjustments, recapitalizations, reorganizations or other changes in the
         Company's capital structure or its business, or any merger or
         consolidation of the Company, or any issue of bonds, debentures,
         preferred or prior preference stock ahead of or affecting the Stock or
         the rights thereof, or the dissolution or liquidation of the Company,
         or any sale or transfer of all or any part of its assets or business,
         or any other corporate act or proceeding, whether of a similar
         character or otherwise.

         If the Company shall effect a subdivision or consolidation of shares or
         other capital readjustment, the payment of a stock dividend, or other
         increase or reduction of the number of shares of the Stock outstanding,
         without receiving compensation therefor in money, services or property,
         then (a) the number, class, and per share price of shares of stock
         subject to outstanding Options hereunder shall be appropriately
         adjusted in such a manner as to entitle an Optionee to receive upon
         exercise of an Option, for the same aggregate cash consideration, an
         equivalent total number and class of shares as he would have received
         had he exercised his Option in full immediately prior to the event
         requiring the adjustment; and (b) the number and class of shares then
         reserved for issuance under the Plan shall be adjusted by substituting
         for the total number and class of shares of Stock then reserved that
         number and class of shares of stock that would have been received by
         the owner of an equal number of outstanding shares of each class of
         Stock as the result of the event requiring the adjustment.



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         After a merger of one or more corporations into the Company, or after a
         consolidation of the Company and one or more corporations in which the
         Company shall be the surviving corporation, each holder of an
         outstanding Option shall, at no additional cost, be entitled upon
         exercise of such Option to receive (subject to any required action by
         stockholders) in lieu of the number and class of shares as to which
         such Option would have been so exercisable in the absence of such
         event, the number and class of shares of stock or other securities or
         property to which such holder would have been entitled pursuant to the
         terms of the agreement of merger or consolidation if, immediately prior
         to such merger or consolidation, such holder had been the holder of
         record of the number and class of shares of Stock equal to the number
         and class of shares as to which such Option shall be so exercised.

         Immediately upon a Change of Control, all outstanding Options and
         Restricted Stock shall be deemed fully vested. For all purposes of the
         Plan, a Change of Control shall be deemed to have occurred if, with or
         without the approval of the Board of Directors of the Company, any of
         the following events shall occur (i) more than 25% of the voting power
         of the Company's outstanding securities entitled to vote in elections
         of directors shall be acquired by any person (as such term is used in
         Sections 13(d) and 14(d) of the Securities and Exchange Act of 1934)
         except with respect to any Optionee who is included in any such person;
         or (ii) as the result of a tender offer, merger, consolidation, sale of
         assets or contested election, or any combination of such transactions,
         the persons who were directors of the Company immediately before the
         transaction shall cease to constitute a majority of the Board of
         Directors of the Company or of any successor to the Company.

         Except as herein before expressly provided, the issue by the Company of
         shares of stock of any class, or securities convertible into shares of
         stock of any class, for cash or property, or for labor or services
         either upon direct sale or upon the exercise of rights or warrants to
         subscribe therefor, or upon conversion of shares or obligations of the
         Company convertible into such shares or other securities, shall not
         affect, and no adjustment by reason thereof shall be made with respect
         to, the number, class or price of shares of Stock then subject to
         outstanding Options.

17.      STOCK AWARDS AND RESTRICTED STOCK GRANTS. A stock award consists of the
         issuance by the Company to a Participant of shares of Stock, without
         other payment therefor, in lieu of certain cash compensation or as
         additional compensation for his services to the Company. Restricted
         stock grants consist of shares of Stock which are issued by the Company
         to a Participant at a price which may be below their fair market value
         or for no payment, but subject to restrictions on their sale or other
         transfer by the Participant. The issuance of Stock pursuant to stock
         awards and restricted stock grants shall be subject to the following
         terms and conditions:

         (i)      Number of Shares. Subject to Section 3, the number of shares
                  to be issued by the Company to a Participant pursuant to a
                  stock award or restricted stock grant shall be determined by
                  the Committee.



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         (ii)     Sale Price. The Committee shall determine the prices, if any,
                  at which shares of restricted stock shall be issued to a
                  Participant, which may vary from time to time and among
                  Participants and which may be below the fair market value of
                  such shares of Stock at the date of sale and which may be
                  zero.

         (iii)    Restrictions. All shares of restricted stock issued hereunder
                  shall be subject to such restrictions as the Committee may
                  determine, including, without limitation any or all of the
                  following:

                  (a)      a prohibition against the sale, transfer, pledge or
                           other encumbrance of the shares of restricted stock,
                           such prohibition to lapse (i) at such time or times
                           as the Committee shall determine (whether in annual
                           or more frequent installments, at the time of the
                           death, disability or retirement of the holder of such
                           shares, or otherwise) or (ii) upon written
                           certification by the Committee of the attainment of
                           certain performance measurements;

                  (b)      a requirement that the holder of shares of restricted
                           stock forfeit, or (in the case of shares sold to a
                           Participant) resell back to the Company at his cost,
                           all or a part of such shares in the event of
                           termination of the holder's employment during any
                           period in which such shares are subject to
                           restrictions; or

                  (c)      a prohibition against employment of the holder of
                           such restricted stock by any competitor of the
                           Company or its affiliates, or against such holder's
                           dissemination of any secret or confidential
                           information belonging to the Company or a subsidiary
                           of the Company.

         Shares of restricted stock shall be registered in the name of the
         Participant and deposited, together with a stock power endorsed in
         blank, with the Company. Each such certificate shall bear a legend in
         substantially the following form:

                  "The transferability of this certificate and the shares of
                  Common Stock represented by it are subject to the terms and
                  conditions (including conditions of forfeiture) contained in
                  the 1996 Stock Incentive Plan of the Company, and an agreement
                  entered into between the registered owner and the Company. A
                  copy of the Plan and agreement is on file in the office of the
                  Secretary of the Company."

         At the end of any time period during which the shares of restricted
         stock are subject to forfeiture and restrictions on transfer or upon
         the attainment of certain performance measurements, such shares will be
         delivered free of all restrictions to the Participant or to the
         Participant's legal representative, beneficiary or heir.




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         Subject to the terms and conditions of the Plan, each Participant
         receiving restricted stock shall have all the rights of a stockholder
         with respect to shares of stock during any period in which such shares
         are subject to forfeiture and restrictions on transfer, including
         without limitation, the right to vote such shares. By accepting a stock
         award or a restricted stock grant, the Participant agrees to remit to
         the Company when due any federal and state income and employment taxes
         required to be withheld by the Company and the Participant may elect to
         have the Company accept or retain Stock as payment of such tax
         liability. Dividends paid in cash or property other than Stock with
         respect to shares of restricted stock shall be paid to the Participant
         currently or, at the election of the Participant, be reinvested by the
         Participant under the Company's Dividend Reinvestment Plan. Shares
         purchased with reinvested dividends shall not be restricted.

18.      TERMINATION AND AMENDMENT OF THE PLAN. The Board of Directors of the
         Company may amend, terminate or suspend the Plan at any time, in its
         sole and absolute discretion; provided, however, no amendment that
         would (a) materially increase the number of shares of Stock that may be
         issued under the Plan, (b) materially modify the requirements as to
         eligibility for participation in the Plan, or (c) otherwise materially
         increase the benefits accruing to Participants under the Plan shall be
         made without the approval of the Company's stockholders.

19.      WRITTEN AGREEMENT. Each Option or restricted stock granted hereunder
         shall be embodied in a written agreement, which shall be subject to the
         terms and conditions prescribed above and shall be signed by the
         Participant and by the Chairman of the Board, Chief Executive Officer,
         the Vice Chairman, the President or any Vice President of the Company
         for and in the name and on behalf of the Company. Stock awards granted
         hereunder may be embodied in such a written agreement. Such an Option,
         stock award or restricted stock agreement shall contain such other
         provisions as the Committee in its discretion shall deem advisable.

20.      INDEMNIFICATION OF COMMITTEE. The Company shall indemnify each present
         and future member of the Committee against, and each member of the
         Committee shall be entitled without further act on his part to
         indemnity from the Company for, all expenses (including the amount of
         judgments and the amount of approved settlements made with a view to
         the curtailment of costs of litigation, other than amounts paid to the
         Company itself) reasonably incurred by him in connection with or
         arising out of any action, suit or proceeding in which he may be
         involved by reason of his being or having been a member of the
         Committee, whether or not he continues to be a member of the Committee
         at the time of incurring such expenses; provided, however, that such
         indemnity shall not include any expenses incurred by any such member of
         the Committee (a) in respect of matters as to which he shall be finally
         adjudged in any such action, suit or proceeding to have been guilty of
         gross negligence or willful misconduct in the performance of his duty
         as a member of the Committee, or (b) in respect of any matter in which
         any settlement is effected, to an amount in excess of the amount
         approved by the Company on the advice of its legal counsel; and
         provided further, that no right of indemnification under the provisions
         set forth herein shall be available to or enforceable by any such
         member of the Committee unless, within sixty



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         (60) days after institution of any such action, suit or proceeding, he
         shall have offered the Company, in writing, the opportunity to handle
         and defend same at its own expense. The foregoing right of
         indemnification shall inure to the benefit of the heirs, executors or
         administrators of each such member of the Committee and shall be in
         addition to all other rights to which such member of the Committee may
         be entitled as a matter of law, contract, or otherwise.

21.      ADOPTION, APPROVAL AND EFFECTIVE DATE OF PLAN. The Plan shall be
         considered adopted and shall become effective on the date the Plan is
         approved by the Board of Directors of the Company; provided, however,
         that the Plan and any grants of Options, stock awards or restricted
         stock grants thereunder, shall be void, if the stockholders of the
         Company shall not have approved adoption of the Plan within twelve
         months after such effective date.

22.      GOVERNING LAW. This Plan and all determinations made and actions taken
         pursuant hereto shall be governed by the laws of the State of Delaware,
         without reference to principles of conflict of laws, and shall be
         construed accordingly.

23.      COMPLIANCE WITH SEC REGULATIONS. It is the Company's intent that all
         transactions under the Plan comply in all respects with Rule 16b-3, and
         any successor rule pursuant thereto. If any provision of this Plan is
         later found not to be in compliance with the Rule, the provision shall
         be deemed null and void. All grants of Options and Stock and all
         exercises of Options under this Plan shall be executed in accordance
         with the requirements of Section 16 of the Securities Exchange Act of
         1934, as amended, and any regulations promulgated thereunder.


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