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                                                                      Exhibit 10

                                  BAOA, INC.
                             1996 STOCK AWARD PLAN

      1. Purpose of the Plan. The BAOA, Inc. 1996 Stock Award Plan (the "Plan")
is intended to attract, retain, motivate and reward officers, directors,
employees of, and subsidiaries of the Company, who are and will be contributing
to the success of the business of the Company; to provide competitive incentive
compensation opportunities; and to further opportunities for stock ownership by
such employees and consultants in order to increase their proprietary interest
in the Company. It is the intention of the Company that the Plan comply with the
definition of an "employee benefit plan" contained in Rule 405 under the
Securities Act of 1933, as amended, (the "Act"), and that awards be made only to
"employees" as defined in Rule 405. Accordingly, the Company may from time to
time, grant to selected officers, directors, employees and consultants
("participants") awards ("awards") of shares of common stock of the Company, no
par value ("Shares"), subject to the terms and conditions hereinafter provided.

      2. Administration of the Plan. This plan shall be administered by the
Board of Directors of the Company (the "Board"). The Board is authorized to
interpret the Plan and may from time to time adopt such rules and regulations
for carrying out the Plan as it may deem appropriate, including rules and
regulations to comply with the requirements of Rule 16(b) (3) under the
Securities Exchange Act of 1934. No Director shall be eligible to vote or decide
upon awards to such Director under the Plan. Decisions of the Board in
connection with the administration of the Plan shall be final, conclusive, and
binding upon all parties, including the Company, shareholders, officers,
directors, employees and consultants.

            Subject to the terms, provisions, and conditions of this Plan as set
forth herein, the Board shall have sole discretion and authority:

            (a)   to select the officers, directors, employees and consultants
                  to be awarded Shares (it being understood that more than one
                  award may be granted to the same employee or consultant);

            (b)   to determine the number of Shares to be awarded to each
                  recipient;

            (c)   to determine the time or times when the awards may be granted;

            (d)   to prescribe the form of stock legend for the certificates of
                  Shares or other instruments, if any, evidencing any awards,
                  granted under this Plan, and

            (e)   to cause Shares to be registered on Form S-8 under the Act
                  either prior or subsequent to the making of an award.


      3. Shares Subject to the Plan. The aggregate number of Shares which may be
awarded under the Plan shall not exceed 3,000,000 shares of common stock of the
Company. Shares to be awarded under the Plan shall be made available, at the
discretion of the Board, either from the authorized but unissued shares of the
Company or from shares of common stock reacquired by the Company, including
shares purchased in the open market.



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      4. Eligibility. Shares shall be awarded only to employees (the term
"employees" shall include officers as well as other key employees of the
Company, and shall include directors who are also employees of the Company) and
consultants to the Company, it being the intention of the Company that awards
shall be made only to persons who satisfy the definition of "employee" contained
in Rule 405 under the Act.

      5. Awards and Certificates. Each recipient shall be issued a certificate
in respect of Shares awarded under the Plan. Such certificate shall be
registered in the name of the participant, and shall bear an appropriate
restrictive legend on its face, unless such Shares have been registered under
the Act. The Company may register on Form S-8 under the Act, on behalf of the
recipients, Shares issued or to be issued pursuant to the Plan.

      6.    Termination and Amendment. The Board may amend, suspend, or
terminate the Plan at any time provided that no such modification shall impair
the rights of any recipient under any award.

      7.    Miscellaneous.

            (a)   Nothing in the Plan shall require the Company to issue or
                  transfer any Shares pursuant to an award if such issuance or
                  transfer would, in the opinion of the Board, constitute or
                  result in a violation of any applicable statute or regulation
                  of any jurisdiction relating to the disposition of securities.

            (b)   Notwithstanding any other provision of the Plan, the Board may
                  at any time make or provide for such adjustment to the Plan,
                  to the number of Shares available thereunder, or to any awards
                  of Shares as it shall deem appropriate, to prevent dilution or
                  enlargement of rights, including adjustments in the event of
                  changes in the number of outstanding Shares by reason of stock
                  dividends or distributions, stock splits or other combinations
                  or subdivisions of stock, recapitalization, issuances by
                  reclassification, mergers, consolidations, combinations or
                  exchanges of shares, separations, reorganizations,
                  liquidations, or other similar corporate changes. Any such
                  determination by the Board shall be conclusive.

            (c)   No employee, consultant or other person shall have any claim
                  or right to be granted Shares under the Plan, and neither the
                  Plan nor any action taken thereunder shall be construed as
                  giving any participant, recipient, employee, consultant or
                  other person any right to be retained in the employ of or by
                  the Company.

            (d)   Income realized as a result of an award of Shares shall not be
                  included in the recipients earnings for the purpose of any
                  benefit plan in which the recipient may become eligible unless
                  otherwise specifically provided for in such Plan.

            (e)   If and when a recipient is required to pay the Company an
                  amount required to be withheld under any federal, state or
                  local income tax laws in connection with an award under the
                  Plan, the Board may, in its sole discretion and subject to
                  such rules as it may adopt, permit the participant to satisfy
                  the obligation, in whole or in part, by electing to have the
                  Company withhold Shares having a fair market value equal to
                  the amount required to be withheld. The election to have
                  Shares withheld must be made on or before the date the amount
                  of tax to be withheld is determined.

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      8. Effective Date and Term of Plan. The effective date of the Plan shall
be December 16, 1996 and the Plan shall remain in full force until December 31,
2000, or until all Shares have been awarded, whichever first occurs.




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