Exhibit 10.01

                           GUMTECH INTERNATIONAL, INC.
                          2001 LONG-TERM INCENTIVE PLAN
                    (AS AMENDED AND RESTATED APRIL 16, 2002)

ARTICLE 1 PURPOSE

     1.1 GENERAL. The purpose of the Gumtech International,  Inc. 2001 Long-Term
Incentive Plan (the "Plan") is to promote the success, and enhance the value, of
Gumtech International, Inc. (the "Company") by linking the personal interests of
its key employees,  non-employee  directors,  scientific advisory board members,
and consultants of the Company to those of Company stockholders and by providing
such  individuals  with an incentive  for  outstanding  performance  in order to
generate  superior  returns to  shareholders  of the  Company.  The Company also
intends that the Plan will provide it with the flexibility to motivate, attract,
and retain the services of these individuals upon whose judgment,  interest, and
special  effort the  successful  conduct of the  Company's  operation is largely
dependent.

ARTICLE 2 EFFECTIVE AND EXPIRATION DATES

     2.1 EFFECTIVE  DATE.  The Plan is effective as of date the Plan is approved
by the Company's shareholders (the "Effective Date").

     2.2  EXPIRATION  DATE. The Plan will expire on, and no Award may be granted
under the Plan after the tenth anniversary of the Effective Date.

ARTICLE 3 DEFINITIONS AND CONSTRUCTION.

     3.1  DEFINITIONS.  When a word or  phrase  appears  in this  Plan  with the
initial letter capitalized, and the word or phrase does not commence a sentence,
the word or phrase will  generally  be given the meaning  ascribed to it in this
Section or in Sections 1.1 or 2.1 unless a clearly different meaning is required
by the  context.  The  following  words  and  phrases  will  have the  following
meanings:

          (a) "Award"  means any Option,  Restricted  Stock  Award,  Performance
Share Award or Performance-Based Award granted to a Participant under the Plan.

          (b) "Award Agreement" means any written agreement,  contract, or other
instrument or document evidencing an Award.

          (c) "Board" means the Board of Directors of the Company.

          (d) "Change of Control"  means the  occurrence of any of the following
events: (i) any sale, lease,  exchange, or other transfer (in one transaction or
a series of related  transactions) of all or substantially  all of the assets of
the Company to any person or group of related  persons  for  purposes of Section
13(d) of the Exchange Act (a "Group"),  together  with any  affiliates  thereof;
(ii) the  approval by the holders of Stock and the  consummation  of any plan or
proposal for the liquidation or dissolution of the Company;  (iii) any person or
Group  becomes  the  beneficial  owner,   directly  or  indirectly,   of  shares
representing  more than 50% of the  aggregate  voting  power of the  issued  and
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outstanding  stock  entitled to vote in the election of  directors  (the "Voting
Stock") of the Company and such person or Group has the power and  authority  to
vote such  shares;  (iv) the  replacement  of a  majority  of the  Board  over a
two-year  period from the individual  directors who constituted the Board at the
beginning of such period,  and such  replacement is not approved by a vote of at
least a majority  of the Board  then  still in office  who were  members of such
Board at the beginning of such period;  (v) any person or Group acquires  shares
of Voting  Stock of the Company such that such person or Group has the power and
authority  to elect a majority of the members of the Board of  Directors  of the
Company;  or (vi) the  consummation of a merger or  consolidation of the Company
with  another  entity in which  holders  of the Stock  immediately  prior to the
consummation  of the  transaction  hold,  directly  or  indirectly,  immediately
following the consummation of the transaction,  50% or less of the common equity
interest in the surviving corporation in such transaction.

          (e) "Code" means the Internal Revenue Code of 1986, as amended.

          (f) "Committee"  means the committee of the Board described in Article
4.

          (g) "Covered  Employee" means an Employee who is a "covered  employee"
within the meaning of Section 162(m) of the Code.

          (h)  "Disability"   means  a  period  of  disability  during  which  a
Participant  qualifies for permanent disability benefits under the Participant's
employer's  long-term  disability plan, or if a Participant does not participate
in such a plan, a period of disability  during which the Participant  would have
qualified  for  permanent   disability  benefits  under  such  a  plan  had  the
Participant  been a  participant  in  such a plan,  as  determined  in the  sole
discretion of the Committee. If the Participant's employer does not sponsor such
a plan, or discontinues to sponsor such a plan,  Disability shall mean permanent
and total disability for purposes of Social Security.

          (i)  "Exchange  Act" means the  Securities  Exchange  Act of 1934,  as
amended from time to time.

          (j) "Fair Market Value" means,  as of any given date,  the fair market
value of stock on a particular  date determined by such methods or procedures as
may be  established  from  time  to  time  by the  Committee.  Unless  otherwise
determined by the Committee,  the Fair Market Value of Stock as of any date will
be the closing price for the Stock as reported on the NASDAQ (or on any national
securities  exchange on which the Stock is then  listed) for that date or, if no
price is reported for that date,  the closing price on the next  preceding  date
for which such price was reported.

          (k) "Incentive  Stock Option" means an Option that is intended to meet
the requirements of Section 422 of the Code or any successor provision thereto.

          (l) "Non-Employee  Director" means a member of the Company's Board who
is not a  common-law  employee of the  Company.  For  purposes of Section 4.1, a
Non-Employee   Director  means  a  member  of  the  Board  who  qualifies  as  a
"Non-Employee  Director" as defined in Rule  16b-3(b)(3) of the Exchange Act, or
any successor definition adopted by the Board.

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          (m) "Non-Qualified  Stock Option" means an Option that is not intended
to be an Incentive Stock Option.

          (n) "Option" means a right granted to a Participant under Article 7 of
the Plan to purchase Stock at a specified  price during  specified time periods.
An Option  granted under Article 7 of the Plan may be either an Incentive  Stock
Option or a Non-Qualified Stock Option.

          (o) "Participant" means a person who, as a key employee,  Non-Employee
Director,  scientific advisory board member, or consultant of the Company or any
Subsidiary, has been granted an Award under the Plan.

          (p)  "Performance-Based  Awards" means the Restricted Stock Awards and
Performance  Share  Awards  granted to selected  Covered  Employees  pursuant to
Articles 8 and 9, but which are subject to the terms and conditions set forth in
Article   10.  All   Performance-Based   Awards  are   intended  to  qualify  as
"performance-based compensation" under Section 162(m) of the Code.

          (q)  "Performance  Criteria"  means the  criteria  that the  Committee
selects for purposes of establishing the Performance  Goal or Performance  Goals
for a Participant for a Performance  Period. The Performance  Criteria that will
be used to  establish  Performance  Goals  are  limited  to the  following:  net
operating income before taxes and extraordinary  charges against income; pre- or
after-tax net earnings, sales growth,  operating earnings,  operating cash flow,
return on net assets,  return on stockholders'  equity, return on assets, return
on capital, Stock price growth, stockholder returns, gross or net profit margin,
earnings per share, price per share of Stock, and market share, any of which may
be measured either in absolute terms or as compared to any incremental  increase
or as compared to results of a peer group.  The Committee will,  within the time
prescribed  by Section  162(m) of the Code,  define in an objective  fashion the
manner of  calculating  the  Performance  Criteria  it  selects  to use for such
Performance Period for such Participant.

          (r)  "Performance  Goals" means, for a Performance  Period,  the goals
established  in writing by the Committee for the  Performance  Period based upon
the  Performance  Criteria.  Depending  on  the  Performance  Criteria  used  to
establish such  Performance  Goals,  the  Performance  Goals may be expressed in
terms of overall Company performance or the performance of a division,  business
unit or an individual.  The Committee,  in its discretion,  may, within the time
prescribed by Section  162(m) of the Code,  adjust or modify the  calculation of
Performance  Goals for such Performance  Period in order to prevent the dilution
or  enlargement  of the  rights  of  Participants  (i) in the  event  of,  or in
anticipation  of, any  unusual or  extraordinary  corporate  item,  transaction,
event,  or development,  or (ii) in recognition  of, or in anticipation  of, any
other unusual or  nonrecurring  events  affecting the Company,  or the financial
statements of the Company,  or in response to, or in anticipation of, changes in
applicable laws, regulations, accounting principles, or business conditions.

          (s) "Performance  Period" means the one or more periods of time, which
may be of varying and overlapping  durations,  as the Committee may select, over
which the attainment of one or more  Performance  Goals will be measured for the
purpose  of  determining  a  Participant's  right  to,  and the  payment  of,  a
Performance-Based Award.

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          (t)  "Performance  Share"  means  a  right  granted  to a  Participant
pursuant to Article 9, to receive cash,  Stock, or other Awards,  the payment of
which is contingent upon achieving certain  performance goals established by the
Committee.

          (u)  "Plan"  means the  Gumtech  International,  Inc.  2001  Long-Term
Incentive Plan, as amended from time to time.

          (v)  "Restricted  Stock  Award" means Stock  granted to a  Participant
under  Article  8 that  is  subject  to  certain  restrictions  and to  risk  of
forfeiture.

          (w)  "Stock"  means the  common  stock of the  Company  and such other
securities of the Company that may be substituted  for Stock pursuant to Article
11.

          (x)   "Subsidiary"   means  any   corporation  of  which  the  Company
beneficially  owns (directly or directly) a majority of the  outstanding  voting
stock or voting power.

ARTICLE 4 ADMINISTRATION

     4.1 COMMITTEE.  The Plan will be  administered  by the Board or a Committee
appointed  by, and which serves at the  discretion  of, the Board.  If the Board
appoints a Committee,  the Committee  will consist of at least two  individuals,
each of whom  qualifies  as (i) a  Non-Employee  Director,  and (ii) an "outside
director"  under Code  Section  162(m) and the  regulations  issued  thereunder.
Reference to the Committee will refer to the Board if the Board does not appoint
a Committee.

     4.2 ACTION BY THE COMMITTEE.  A majority of the Committee will constitute a
quorum.  The acts of a majority of the members present at any meeting at which a
quorum is present and acts approved in writing by a majority of the Committee in
lieu of a meeting will be deemed the acts of the  Committee.  Each member of the
Committee  is entitled  to, in good faith,  rely or act upon any report or other
information  furnished  to that member by any  officer or other  employee of the
Company  or  any  Subsidiary,   the  Company's   independent   certified  public
accountants,  or any executive  compensation  consultant  or other  professional
retained by the Company to assist in the administration of the Plan.

     4.3  AUTHORITY  OF  COMMITTEE.  The  Committee  has  the  exclusive  power,
authority, and discretion to:

          (a) Designate Participants to receive Awards;

          (b)  Determine  the type or  types of  Awards  to be  granted  to each
Participant;

          (c)  Determine  the number of Awards to be  granted  and the number of
shares of Stock to which an Award will relate;

          (d) Determine the terms and  conditions of any Award granted under the
Plan including but not limited to, the exercise price,  grant price, or purchase
price,  any  restrictions or limitations on the Award, any schedule for lapse of
forfeiture  restrictions or restrictions on the  exercisability of an Award, and
accelerations or waivers thereof,  based in each case on such  considerations as

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the Committee in its sole discretion  determines;  provided,  however,  that the
Committee  will not have the authority to accelerate  the vesting,  or waive the
forfeiture, of any Performance-Based Awards;

          (e) Amend,  modify,  or  terminate  any  outstanding  Award,  with the
Participant's consent unless the Committee has the authority to amend, modify or
terminate an Award without the  Participant's  consent under any other provision
of the Plan.

          (f) Determine whether, to what extent, and under what circumstances an
Award may be settled in, or the exercise price of an Award may be paid in, cash,
Stock, other Awards, or other property, or an Award may be canceled,  forfeited,
or surrendered;

          (g)  Prescribe  the form of each  Award  Agreement,  which need not be
identical for each Participant;

          (h) Decide all other  matters that must be  determined  in  connection
with an Award;

          (i)  Establish,  adopt or revise any rules and  regulations  as it may
deem necessary or advisable to administer the Plan; and

          (j) Make all other decisions and  determinations  that may be required
under the Plan or as the  Committee  deems  necessary or advisable to administer
the Plan.

     4.4 DECISIONS  BINDING.  The  Committee's  interpretation  of the Plan, any
Awards  granted  under the Plan,  any Award  Agreement,  and all  decisions  and
determinations by the Committee with respect to the Plan are final, binding, and
conclusive on all parties.

ARTICLE 5 SHARES SUBJECT TO THE PLAN

     5.1 NUMBER OF SHARES.  Subject to adjustment  provided in Section 12.1, the
aggregate  number of shares of Stock  reserved and available for grant under the
Plan is 1,000,000.

     5.2 LAPSED  AWARDS.  To the extent that an Award  terminates,  expires,  or
lapses for any  reason,  any shares of Stock  subject to the Award will again be
available  for the grant of an Award under the Plan or other  Awards  settled in
cash will be available for the grant of an Award under the Plan.

     5.3 STOCK  DISTRIBUTED.  Any  Stock  distributed  pursuant  to an Award may
consist,  in whole or in part, of authorized and unissued Stock,  treasury Stock
or Stock purchased on the open market.

     5.4 LIMITATION ON NUMBER OF SHARES SUBJECT TO AWARDS.  Notwithstanding  any
provision in the Plan to the contrary,  and subject to the adjustment in Section
12.1,  the maximum  number of shares of Stock with respect to one or more Awards
that may be granted to any one Participant who is a Covered  Employee during the
Company's fiscal year is 300,000.

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ARTICLE 6 ELIGIBILITY AND PARTICIPATION

     6.1 ELIGIBILITY.

          (a) GENERAL.  Persons eligible to participate in this Plan include all
key employees, and non-employee directors of, scientific advisory board members,
and  consultants  performing  services  for,  the  Company or a  Subsidiary,  as
determined by the Committee,  including such individuals who are also members of
the Board.

          (b) FOREIGN  PARTICIPANTS.  In order to assure the viability of Awards
granted to Participants employed in foreign countries, the Committee may provide
for  such  special  terms  as  it  may  consider  necessary  or  appropriate  to
accommodate  differences  in local law,  tax policy,  or custom.  Moreover,  the
Committee  may approve such  supplements  to, or  amendments,  restatements,  or
alternative versions of the Plan as it may consider necessary or appropriate for
such purposes without affecting the terms of the Plan as in effect for any other
purpose; provided, however, that no such supplements,  amendments, restatements,
or  alternative  versions will increase the number of shares of Stock  available
under Section 5.1 of the Plan.

          (c) ACTUAL  PARTICIPATION.  Subject to the provisions of the Plan, the
Committee  may, from time to time,  select from among all eligible  individuals,
those to whom Awards will be granted and will determine the nature and amount of
each Award.  No individual will have any right to be granted an Award under this
Plan.

ARTICLE 7 STOCK OPTIONS

     7.1 GENERAL.  The Committee is authorized to grant Options to  Participants
on the following terms and conditions:

          (a) EXERCISE  PRICE.  The  exercise  price per share of Stock under an
Option will be determined by the Committee and set forth in the Award Agreement;
provided,  however,  that the exercise price for any Option may not be less than
the Fair Market Value as of the date of grant.

          (b) TIME AND CONDITIONS OF EXERCISE.  The Committee will determine the
time or times  at which an  Option  may be  exercised  in whole or in part.  The
Committee may also determine the performance or other  conditions,  if any, that
must be satisfied before all or part of an Option may be exercised.

          (c)  LAPSE OF  OPTION.  An  Option  will  lapse  under  the  following
circumstances:

               (1) The Option  will lapse ten years from the date it is granted,
unless an earlier time is set in the Award Agreement;

               (2) The Option will lapse upon  termination of employment for any
reason other than the  Participant's  death or Disability,  unless the Committee
(at the time of grant or thereafter)  determines in its discretion to extend the
exercise period for a period of time after the Participant terminates employment
(not to exceed the Option's  expiration date). To the extent that any portion of

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an  Incentive  Stock  Option is  exercised  more than 90 days after the date the
Participant ceases to be an employee of the Company for reason (other than death
or Disability),  the exercise of such portion will be considered the exercise of
a Non-Qualified Stock Option; and

               (3)  If the  Participant  terminates  employment  on  account  of
Disability  or death before the Option  lapses  pursuant to paragraph (1) or (2)
above, the Option will lapse on the earlier of (i) the Option's expiration date,
or (ii) three  years after the date the  Participant  terminates  employment  on
account of Disability or death. Upon the Participant's  Disability or death, any
Options exercisable at the Participant's Disability or death may be exercised by
the  Participant's  legal  representative or  representatives,  by the person or
persons entitled to do so under the Participant's  last will and testament,  or,
if the Participant fails to make testamentary  disposition or dies intestate, by
the person or persons  entitled to receive the Option under the applicable  laws
of descent and  distribution.  To the extent  that any  portion of an  Incentive
Stock  Option is exercised  more than 12 months  after the date the  Participant
ceases to be an employee of the Company on account of  Disability,  the exercise
of such portion will be considered the exercise of a Non-Qualified Stock Option.

          (d) PAYMENT.  The  Committee  will  determine the methods by which the
exercise price of an Option may be paid, the form of payment, including, without
limitation,  cash,  shares of Stock that has been held by the Participant for at
least six months  (through actual tender or by  attestation),  or other property
(including broker-assisted "cashless exercise" arrangements), and the methods by
which  shares  of  Stock  will be  delivered  or  deemed  to be  delivered  to a
Participant.

          (e)  EVIDENCE OF GRANT.  All  Options  will be  evidenced  by an Award
Agreement  between the Company and the  Participant.  The Award  Agreement  will
include such additional provisions as may be specified by the Committee.

     7.2 INCENTIVE  STOCK OPTIONS.  Incentive Stock Options will be granted only
to employees and the terms of any Incentive Stock Options granted under the Plan
must comply with the following additional rules.

          (a) EXERCISE PRICE.  The exercise price per share of Stock will be set
by the  Committee,  provided  that the exercise  price for any  Incentive  Stock
Option may not be less than the Fair Market Value as of the date of the grant.

          (b)  EXERCISE.  In  no  event,  may  any  Incentive  Stock  Option  be
exercisable for more than ten years from the date of its grant.

          (c)  INDIVIDUAL  DOLLAR  LIMITATION.  The aggregate  Fair Market Value
(determined as of the time an Award is made) of all shares of Stock with respect
to which Incentive  Stock Options are first  exercisable by a Participant in any
calendar year may not exceed  $100,000.00 or such other limitation as imposed by
Section 422(d) of the Code, or any successor  provision.  To the extent that for
any reason  Incentive  Stock Options are first  exercisable  by a Participant in
excess of such  limitation,  the excess will be considered  Non-Qualified  Stock
Options.

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          (d) TEN PERCENT  OWNERS.  An Incentive Stock Option will be granted to
any individual  who, at the date of grant,  owns Stock  possessing more than ten
percent  of the  total  combined  voting  power of all  classes  of Stock of the
Company  only if such Option is granted at a price that is not less than 110% of
Fair Market Value on the date of grant and the Option is exercisable for no more
than five years from the date of grant.

          (e) EXPIRATION OF INCENTIVE  STOCK  OPTIONS.  No Award of an Incentive
Stock Option may be made  pursuant to this Plan after the tenth  anniversary  of
the Effective Date.

          (f) RIGHT TO EXERCISE.  During a Participant's  lifetime, an Incentive
Stock Option may be exercised only by the Participant.

ARTICLE 8 RESTRICTED STOCK AWARDS

     8.1 GRANT OF RESTRICTED  STOCK.  The Committee is authorized to make Awards
of Restricted  Stock to  Participants  in such amounts and subject to such terms
and  conditions  as may be selected by the  Committee.  All Awards of Restricted
Stock will be evidenced by a Restricted Stock Award Agreement.

     8.2 ISSUANCE  AND  RESTRICTIONS.  Restricted  Stock will be subject to such
restrictions  on  transferability  and other  restrictions  as the Committee may
impose  (including,  without  limitation,  limitations  on  the  right  to  vote
Restricted  Stock or the right to receive  dividends on the  Restricted  Stock).
These  restrictions may lapse separately or in combination at such times,  under
such  circumstances,  in  such  installments,  or  otherwise,  as the  Committee
determines at the time of the grant of the Award or thereafter.

     8.3 FORFEITURE. Except as otherwise determined by the Committee at the time
of the grant of the Award or thereafter,  upon termination of employment  during
the  applicable   restriction  period  for  any  reason  (other  than  death  or
Disability),  Restricted Stock that is at that time subject to restrictions will
be  forfeited,  provided,  however,  that  the  Committee  may  provide  in  any
Restricted  Stock Award  Agreement that  restrictions  or forfeiture  conditions
relating to Restricted  Stock will be waived in whole or in part in the event of
terminations  resulting  from specified  causes,  and the Committee may in other
cases waive in whole or in part restrictions or forfeiture  conditions  relating
to Restricted Stock.

     8.4 CERTIFICATES FOR RESTRICTED  STOCK.  Restricted Stock granted under the
Plan may be  evidenced  in such  manner  as the  Committee  will  determine.  If
certificates  representing shares of Restricted Stock are registered in the name
of the Participant,  certificates  must bear an appropriate  legend referring to
the terms, conditions, and restrictions applicable to such Restricted Stock, and
the  Company  may,  at  its  discretion,   retain  physical  possession  of  the
certificate until such time as all applicable restrictions lapse.

ARTICLE 9 PERFORMANCE SHARES

     9.1 GRANT OF  PERFORMANCE  SHARES.  The  Committee is  authorized  to grant
Performance  Shares  to  Participants  on such  terms and  conditions  as may be
selected by the Committee.  The Committee shall have the complete  discretion to
determine the number of  Performance  Shares  granted to each  Participant.  All
Awards of Performance Shares shall be evidenced by an Award Agreement.

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     9.2 RIGHT TO PAYMENT.  A grant of Performance  Shares gives the Participant
rights,  valued as determined by the  Committee,  and payable to, or exercisable
by, the Participant to whom the Performance  Shares are granted,  in whole or in
part, as the Committee  shall  establish at grant or thereafter.  Subject to the
terms of the Plan, the Committee shall set performance  goals and other terms or
conditions  to  payment  of the  Performance  Shares  in its  discretion  which,
depending  on the extent to which they are met,  will  determine  the number and
value of Performance Shares that will be paid to the Participant.

     9.3 OTHER TERMS. Performance Shares may be payable in cash, Stock, or other
property,  and have  such  other  terms  and  conditions  as  determined  by the
Committee and reflected in a written Performance Share Award Agreement.

ARTICLE 10 PERFORMANCE-BASED AWARDS

     10.1  PURPOSE.  The purpose of this Article 10 is to provide the  Committee
the  ability  to  qualify  the  Restricted  Stock  Awards  under  Article  8 and
Performance  Shares under Article 9 as  "performance-based  compensation"  under
Section  162(m) of the Code. If the  Committee,  in its  discretion,  decides to
grant a  Performance-Based  Award to a Covered Employee,  the provisions of this
Article 10 will control over any contrary provision  contained in Articles 8 and
9.

     10.2  APPLICABILITY.  This  Article  10 will  apply  only to those  Covered
Employees  selected by the Committee to receive  Performance-Based  Awards.  The
Committee may, in its discretion,  grant  Restricted Stock Awards or Performance
Share Awards to Covered  Employees that do not satisfy the  requirements of this
Article  10.  The  designation  of a Covered  Employee  as a  Participant  for a
Performance  Period will not in any manner entitle the Participant to receive an
Award  for  the  period.  Moreover,  designation  of  a  Covered  Employee  as a
Participant for a particular  Performance Period will not require designation of
such Covered Employee as a Participant in any subsequent  Performance Period and
designation  of  one  Covered   Employee  as  a  Participant  will  not  require
designation of any other Covered Employees as a Participant in such period or in
any other period.

     10.3  DISCRETION  OF COMMITTEE  WITH RESPECT TO  PERFORMANCE  AWARDS.  With
regard  to a  particular  Performance  Period,  the  Committee  will  have  full
discretion  to  select  the  length  of such  Performance  Period,  the  type of
Performance-Based  Awards to be issued, the kind and/or level of the Performance
Goal, and whether the Performance Goal is to apply to the Company,  a Subsidiary
or any division or business unit thereof.

     10.4  PAYMENT OF  PERFORMANCE  AWARDS.  Unless  otherwise  provided  in the
relevant  Award  Agreement,  a Participant  must be employed by the Company or a
Subsidiary  on the last  day of the  Performance  Period  to be  eligible  for a
Performance Award for such Performance Period.  Furthermore,  a Participant will
be eligible to receive payment under a Performance-Based Award for a Performance
Period  only  if  the  Performance  Goals  for  such  period  are  achieved.  In

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determining  the  actual  size of an  individual  Performance-Based  Award,  the
Committee  may reduce or  eliminate  the amount of the  Performance-Based  Award
earned for the Performance Period, if in its sole and absolute discretion,  such
reduction or elimination is appropriate.

     10.5 MAXIMUM AWARD PAYABLE. The maximum  Performance-Based Award payable to
any one Participant under the Plan for a Performance Period is 300,000 shares of
Stock, or in the event the Performance-Based Award is paid in cash, such maximum
Performance-Based  Award will be determined by  multiplying  300,000 by the Fair
Market   Value  of  one  share  of  Stock  as  of  the  date  of  grant  of  the
Performance-Based Award.

ARTICLE 11 PROVISIONS APPLICABLE TO AWARDS

     11.1 STAND-ALONE,  TANDEM, AND SUBSTITUTE AWARDS.  Awards granted under the
Plan may, in the  discretion  of the  Committee,  be granted  either alone or in
addition to, in tandem with,  or in  substitution  for, any other Award  granted
under the Plan. If an Award is granted in  substitution  for another Award,  the
Committee may require the surrender of such other Award in  consideration of the
grant of the new Award.  Awards  granted in  addition to or in tandem with other
Awards may be granted either at the same time as or at a different time from the
grant of such other Awards.

     11.2 EXCHANGE  PROVISIONS.  The Committee may at any time offer to exchange
or buy out any previously granted Award for a payment in cash, Stock, or another
Award (subject to Section 11.1), based on the terms and conditions the Committee
determines and communicates to the Participant at the time the offer is made.

     11.3  TERM OF  AWARD.  The term of each  Award  will be for the  period  as
determined  by the  Committee,  provided  that in no event  will the term of any
Incentive Stock Option exceed a period of ten years from the date of its grant.

     11.4 FORM OF PAYMENT FOR  AWARDS.  Subject to the terms of the Plan and any
applicable  law or Award  Agreement,  payments  or  transfers  to be made by the
Company or a Subsidiary on the grant or exercise of an Award may be made in such
forms as the  Committee  determines  at or after  the time of  grant,  including
without  limitation,  cash,  Stock that has been held by the  Participant for at
least six months, other Awards, or other property,  or any combination,  and may
be made in a single  payment  or  transfer,  in  installments,  or on a deferred
basis,  in each case  determined in accordance with rules adopted by, and at the
discretion of, the Committee.

     11.5 LIMITS ON TRANSFER. No right or interest of a Participant in any Award
may be pledged,  encumbered,  or  hypothecated to or in favor of any party other
than the Company or a Subsidiary, or will be subject to any lien, obligation, or
liability  of such  Participant  to any other  party other than the Company or a
Subsidiary.  Except as  otherwise  provided by the  Committee,  no Award will be
assignable or  transferable  by a Participant  other than by will or the laws of
descent and distribution.

     11.6 BENEFICIARIES. Notwithstanding Section 11.5, a Participant may, in the
manner  determined by the  Committee,  designate a  beneficiary  to exercise the
rights of the  Participant and to receive any  distribution  with respect to any

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Award  upon the  Participant's  death.  A  beneficiary,  legal  guardian,  legal
representative, or other person claiming any rights under the Plan is subject to
all terms and conditions of the Plan and any Award  Agreement  applicable to the
Participant,  except  to the  extent  the Plan  and  Award  Agreement  otherwise
provide,  and to any additional  restrictions deemed necessary or appropriate by
the Committee. If the Participant is married and resides in a community property
state,  a  designation  of a person other than the  Participant's  spouse as his
beneficiary with respect to more than 50 percent of the  Participant's  interest
in  the  Award  will  not  be  effective  without  the  written  consent  of the
Participant's  spouse.  If no  beneficiary  has been  designated or survives the
Participant,  payment  will be made to the  person  entitled  thereto  under the
Participant's  will or the laws of  descent  and  distribution.  Subject  to the
foregoing, a beneficiary  designation may be changed or revoked by a Participant
at any time provided the change or revocation is filed with the Committee.

     11.7 STOCK  CERTIFICATES.  All Stock certificates  delivered under the Plan
are subject to any stop-transfer  orders and other restrictions as the Committee
deems  necessary or advisable to comply with Federal or state  securities  laws,
rules and  regulations  and the rules of any  national  securities  exchange  or
automated  quotation system on with the Stock is listed,  quoted, or traded. The
Committee may place legends on any Stock  certificate to reference  restrictions
applicable to the Stock.

     11.8 ACCELERATION UPON A CHANGE OF CONTROL.  If a Change of Control occurs,
unless  otherwise  provided  in  the  Award  Agreement,  the  Committee  in  its
discretion  may provide  that all  outstanding  Options,  and other Awards shall
become fully exercisable and all restrictions on outstanding Awards shall lapse.
To the extent that this provision  causes  Incentive Stock Options to exceed the
dollar  limitation  set forth in Section  7.2(c),  the excess  Options  shall be
deemed to be Non-Qualified  Stock Options.  Upon, or in anticipation of, such an
event, the Committee may cause every Award outstanding hereunder to terminate at
a  specific  time in the future  and shall  give each  Participant  the right to
exercise  Awards  during  a  period  of time as the  Committee,  in its sole and
absolute discretion, shall determine.

ARTICLE 12 CHANGES IN CAPITAL STRUCTURE

     12.1 GENERAL. In the event a stock dividend is declared upon the Stock, the
shares of Stock then  subject  to each  Award (and the number of shares  subject
thereto) will be increased  proportionately  without any change in the aggregate
purchase  price  therefor.  If the  Stock is  changed  into or  exchanged  for a
different number or class of shares of Stock or of another corporation,  whether
through reorganization, recapitalization, stock split-up, combination of shares,
merger or consolidation,  there will be substituted for each such share of Stock
then  subject  to each  Award the number and class of shares of Stock into which
each  outstanding  share of Stock is  exchanged,  all  without any change in the
aggregate purchase price for the shares then subject to each Award.

ARTICLE 13 AMENDMENT, MODIFICATION AND TERMINATION

     13.1  AMENDMENT,  MODIFICATION  AND  TERMINATION.  With the approval of the
Board, at any time and from time to time, the Committee may terminate,  amend or
modify the Plan; provided,  however,  that to the extent necessary and desirable
to comply with any  applicable  law,  regulation,  or stock  exchange  rule, the

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<PAGE>
Company will obtain shareholder  approval of any Plan amendment in such a manner
and to such a degree as required or as the Committee deems necessary.

     13.2 AWARDS PREVIOUSLY GRANTED. No termination,  amendment, or modification
of the Plan will  adversely  affect  in any  material  way any Award  previously
granted under the Plan without the written consent of the Participant.

ARTICLE 14 GENERAL PROVISIONS

     14.1 NO RIGHTS TO AWARDS.  No Participant,  employee,  or other person will
have any claim to be granted any Award  under the Plan,  and neither the Company
nor the  Committee  is  obligated to treat  Participants,  employees,  and other
persons uniformly.

     14.2 NO  STOCKHOLDERS  RIGHTS.  No Award gives the  Participant  any of the
rights of a stockholder  of the Company  unless and until shares of Stock are in
fact issued to such person in connection with such Award.

     14.3 WITHHOLDING. The Company or any Subsidiary will have the authority and
the right to deduct  or  withhold,  or  require  a  Participant  to remit to the
Company,  an amount  sufficient to satisfy  Federal,  state, and local income or
employment  taxes  required  by law to be withheld  with  respect to any taxable
event arising as a result of this Plan.

     14.4 NO RIGHT TO  EMPLOYMENT.  Nothing  in the Plan or any Award  Agreement
will  interfere  with or  limit  in any  way the  right  of the  Company  or any
Subsidiary to terminate  any  Participant's  employment at any time,  nor confer
upon any  Participant  any right to continue in the employ of the Company or any
Subsidiary.

     14.5  UNFUNDED  STATUS OF AWARDS.  The Plan is intended to be an "unfunded"
plan for incentive compensation.  With respect to any payments not yet made to a
Participant  pursuant to an Award,  nothing  contained  in the Plan or any Award
Agreement will give the  Participant any rights that are greater than those of a
general creditor of the Company or any Subsidiary.

     14.6  INDEMNIFICATION.  To the extent  allowable under applicable law, each
member of the Committee or of the Board will be indemnified and held harmless by
the Company from any loss, cost, liability,  or expense that may be imposed upon
or reasonably  incurred by such member in connection  with or resulting from any
claim, action, suit, or proceeding to which he or she may be a party or in which
he or she may be  involved  by reason of any  action or failure to act under the
Plan and against and from any and all amounts paid by him or her in satisfaction
of judgment in such action,  suit, or proceeding  against him or her provided he
or she gives the  Company  an  opportunity,  at its own  expense,  to handle and
defend the same  before he or she  undertakes  to handle and defend it on his or
her own behalf. The foregoing right of indemnification  will not be exclusive of
any other rights of  indemnification to which such persons may be entitled under
the  Company's  Articles of  Incorporation  or  By-Laws,  as a matter of law, or
otherwise, or any power that the Company may have to indemnify them or hold them
harmless.

                                      -12-
<PAGE>
     14.7  RELATIONSHIP  TO OTHER  BENEFITS.  No payment  under the Plan will be
taken into account in determining  any benefits  under any pension,  retirement,
savings,  profit sharing, group insurance,  welfare or other benefit plan of the
Company or any Subsidiary.

     14.8 EXPENSES.  The expenses of administering  the Plan will be paid by the
Company and its Subsidiaries.

     14.9 TITLES AND  HEADINGS.  The titles and  headings of the Sections in the
Plan are for  convenience  of reference  only, and in the event of any conflict,
the text of the Plan, rather than such titles or headings, will control.

     14.10 FRACTIONAL  SHARES.  No fractional shares of stock will be issued and
the Committee will determine,  in its discretion,  whether cash will be given in
lieu of fractional  shares or whether such fractional  shares will be eliminated
by rounding up or down as appropriate.

     14.11 SECURITIES LAW COMPLIANCE.  With respect to any person who is, on the
relevant  date,  obligated to file reports under Section 16 of the Exchange Act,
transactions  under  this  Plan are  intended  to  comply  with  all  applicable
conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent
any provision of the Plan or action by the Committee fails to so comply, it will
be void to the extent  permitted by law and voidable as deemed  advisable by the
Committee.

     14.12  GOVERNMENT AND OTHER  REGULATIONS.  The obligation of the Company to
make payment of awards in Stock or otherwise  will be subject to all  applicable
laws,  rules, and regulations,  and to such approvals by government  agencies as
may be required.  The Company will be under no obligation to register  under the
Securities Act of 1933, as amended (the "1933 Act"),  any of the shares of Stock
paid  under  the  Plan.  If the  shares  paid  under  the  Plan  may in  certain
circumstances  be exempt from  registration  under the 1933 Act, the Company may
restrict  the  transfer of such shares in such manner as it deems  advisable  to
ensure the availability of any such exemption.

     14.13 GOVERNING LAW. The Plan and all Award Agreements will be construed in
accordance with and governed by the laws of the State of Arizona.

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