RESTATED

                               UGLY  DUCKLING  CORPORATION
                                LONG-TERM  INCENTIVE  PLAN


     ARTICLE  1        PURPOSE

     1.1.    GENERAL.   The purpose of the Ugly Duckling Corporation Long-Term
Incentive  Plan (the "Plan") is to promote the success, and enhance the value,
of   Ugly   Duckling  Corporation  and  its  subsidiaries  (collectively,  the
"Company") by linking the personal interests of its employees, consultants and
advisors  to  those  of  Company  shareholders and by providing its employees,
consultants  and  advisors with an incentive for outstanding performance.  The
Plan  is further intended to provide flexibility to the Company in its ability
to  motivate,  attract,  and retain the services of employees, consultants and
advisors  upon  whose  judgment,  interest,  and special effort the successful
conduct  of  the  Company's  operation is largely dependent.  Accordingly, the
Plan  permits  the  grant  of  incentive  awards from time to time to selected
employees,  consultants  and  advisors  of  the  Company  and  any Subsidiary.

     ARTICLE  2        EFFECTIVE  DATE

     2.1.    EFFECTIVE  DATE.   The Plan is effective as of June 30, 1995 (the
"Effective  Date).    Within one year after the Effective Date, the Plan shall
be  submitted to the shareholders of the Company for their approval.  The Plan
will  be  deemed  to  be  approved  by  the  shareholders  if  it receives the
affirmative  vote  of  the holders of a majority of the shares of stock of the
Company  present,  or represented, and entitled to vote at a meeting duly held
(or by the written consent of the holders of a majority of the shares of stock
of  the Company entitled to vote) in accordance with the applicable provisions
of  the  Arizona General Corporation Law and the Company's Bylaws and Articles
of  Incorporation.    Any  Awards  granted under the Plan prior to shareholder
approval  are effective when made (unless the Committee specifies otherwise at
the  time  of grant), but no Award may be exercised or settled and no restric-
tions  relating  to  any  Award  may lapse before shareholder approval.  If the
shareholders  fail  to  approve  the  Plan, any Award previously made shall be
automatically  canceled  without  any  further  act.

     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 shall 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 shall
have  the  following  meanings:

     (a)        "Award" means any Option, Stock Appreciation Right, Restricted
Stock  Award,  Performance  Share  Award,  Dividend Equivalent Award, or Other
Stock-Based  Award,  or any other right or interest relating to Stock or cash,
granted  to  a  Participant  under  the  Plan.

     (b)     "Award Agreement" means any written agreement, contract, or other
instrument  or  document  evidencing  an  Award.
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     (c)          "Board"  means  the  Board  of Directors of the Company or a
Committee  thereof  formed  under  Section  4,  as  the  case  may  be.

     (d)          "Cause"  means  (except  as  otherwise provided in on Option
Agreement)  if  the  Board,  in  its  reasonable  and  good  faith discretion,
determines  that  the  employee,  consultant  or  advisor (i) has developed or
pursued  interests  substantially  adverse  to  the  Company,  (ii) materially
breached  any employment, engagement or confidentiality agreement or otherwise
failed  to  satisfactorily  discharge his or her duties, (iii) has not devoted
all  or substantially all of his or her business time, effort and attention to
the  affairs  of  the  Company (or such lesser amount as has been agreed to in
writing  by  the  Company),  (iv)  is  convicted  of  a felony involving moral
turpitude,  or (v) has engaged in activities or omissions that are detrimental
to  the  well-being  of  the  Company.

     (e)          "Change of Control" means and includes each of the following
(except  as  otherwise  provided  in  an  Option  Agreement):

(1)   there shall be consummated any consolidation or merger of the Company in
which  the  Company  is not the continuing or surviving entity, or pursuant to
which  Stock would be converted into cash, securities or other property, other
than  a  merger  of  the  Company  in which the holders of the Company's Stock
immediately  prior  to  the  merger  have  the same proportionate ownership of
beneficial  interest  of  common  stock  or  other  voting  securities  of the
surviving  entity  immediately  after  the  merger;

(2)    there  shall be consummated any sale, lease, exchange or other transfer
(in  one transaction or a series of related transactions) of assets or earning
power  aggregating more than 40% of the assets or earning power of the Company
and  its  subsidiaries  (taken  as  a  whole),  other than pursuant to a sale-
leaseback,  structured  finance  or  other form of financing transaction;

(3)    the  shareholders of the Company shall approve any plan or proposal for
liquidation  or  dissolution  of  the  Company;

(4)    any  person  (as such term is used in Section 13(d) and 14(d)(2) of the
Exchange  Act), other than any current shareholder of the Company or affiliate
thereof  or  any employee benefit plan of the Company or any subsidiary of the
Company  or  any  entity holding shares of capital stock of the Company for or
pursuant  to  the  terms  of  any such employee benefit plan in its role as an
agent  or trustee for such plan, shall become the beneficial owner (within the
meaning  of Rule 13d-3 under the Exchange Act) of 20% or more of the Company's
outstanding  Stock;  or

(5)    during  any  period  of  two  consecutive years, individuals who at the
beginning  of  such period shall fail to constitute a majority thereof, unless
the election, or the nomination for election by the Company's shareholders, of
each  new  director  was  approved  by  a  vote  of at least two-thirds of the
directors  then  still  in  office  who were directors at the beginning of the
period.

     (f)       "Code" means the Internal Revenue Code of 1986, as amended from
time  to  time.

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

     (h)       "Disability" shall mean any illness or other physical or mental
condition  of  a  Participant  which  renders  the  Participant  incapable  of
<PAGE>  70
performing  his  customary  and usual duties for the Company, or any medically
determinable  illness  or  other physical or mental condition resulting from a
bodily  injury,  disease  or  mental  disorder  which  in  the judgment of the
Committee  is  permanent  and continuous in nature.  The Committee may require
such  medical  or other evidence as it deems necessary to judge the nature and
permanency  of  the  Participant's  condition.

     (i)          "Dividend Equivalent" means a right granted to a Participant
under  Article  11.

     (j)     "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended  from  time  to  time.

     (k)          "Fair Market Value" means with respect to Stock or any other
property,  the fair market value of such Stock or other property as determined
by  the  Board  in its discretion, under one of the following methods: (i) the
average  of  the closing bid and asked prices for the Stock as reported on any
national  securities  exchange  on which the Stock is then listed (which shall
include  the  Nasdaq  National  Market)  for that date or, if no prices are so
reported  for  that  date,  such  prices  on the next preceding date for which
closing bid and asked prices were reported; or (ii) the price as determined by
such  methods  or  procedures  as  may be established from time to time by the
Board.

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

     (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 may be either an Incentive Stock Option or a Non-Qualified
Stock  Option.

     (o)     "Other Stock-Based Award" means a right, granted to a Participant
under  Article 12, that relates to or is valued by reference to Stock or other
Awards  relating  to  Stock.

     (p)     "Participant" means a person who, as an employee of or consultant
or  advisor  to the Company or any Subsidiary, has been granted an Award under
the  Plan.    A "Participant" shall not include any Director of the Company or
any  Subsidiary who is not also an employee of or consultant to the Company or
any  Subsidiary.

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

     (r)        "Plan" means the Ugly Duckling Corporation Long-Term Incentive
Plan,  as  amended  from  time  to  time.

     (s)         "Restricted Stock Award" means Stock granted to a Participant
under  Article  10  that  is  subject  to  certain restrictions and to risk of
forfeiture.


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     (t)          "Stock" means the common stock of the Company and such other
securities  of  the  Company  that  may  be  substituted for Stock pursuant to
Article  13.

     (u)        "Stock Appreciation Right" or "SAR" means a right granted to a
Participant  under  Article  8  to  receive  a payment equal to the difference
between  the  Fair Market Value of a share of Stock as of the date of exercise
of  the  SAR  over  the  grant price of the SAR, all as determined pursuant to
Article  8.

     (v)     "Subsidiary" means any corporation, domestic or foreign, of which
a  majority  of  the  outstanding voting stock or voting power is beneficially
owned  directly  or  indirectly  by  the  Company.

     ARTICLE  4        ADMINISTRATION

     4.1.    BOARD/COMMITTEE.   The Plan shall be administered by the Board of
Directors  or,  to  the  extent required to comply with Rule 16b-3 promulgated
under  the  Exchange  Act, a Committee that is appointed by, and serves at the
discretion  of,  the  Board.    Any  Committee  shall  consist of at least two
individuals  who  are members of the Board and are "disinterested persons," as
such  term  is  defined  in  Rule  16b-3  promulgated  under Section 16 of the
Exchange  Act or any successor provision, except as may be otherwise permitted
under Section 16 of the Exchange Act and the regulations and rules promulgated
thereunder.    For  purposes of this Plan, the "Board" shall mean the Board of
Directors  or  the  Committee,  as  the  case  may  be.

     4.2.    ACTION  BY THE BOARD.  A majority of the Board shall 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 Board in
lieu  of  a meeting shall be deemed the acts of the Board.  Each member of the
Board  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 BOARD.  The Board has the exclusive power, authority
and  discretion  to:

     (b)          Designate  Participants;

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

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

     (e)     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  the  Board  in  its  sole  discretion  determines;

     (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;
<PAGE>  72
     (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 Board deems necessary or advisable to administer the
Plan.

     4.4.      DECISIONS BINDING.  The Board's interpretation of the Plan, any
Awards  granted  under  the  Plan,  any  Award Agreement and all decisions and
determinations  by  the Board 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 15.1,
the  aggregate  number of shares of Stock reserved and available for Awards or
which  may  be  used to provide a basis of measurement for or to determine the
value  of  an  Award  (such  as with a Stock Appreciation Right or Performance
Share  Award)  shall  be  1,800,000.

     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 and shares subject to SARs
or  other  Awards  settled in cash will be available for the grant of an Award
under  the  Plan,  in  each  case to the full extent available pursuant to the
rules  and  interpretations  of  the  Securities and Exchange Commission under
Section  16  of  the  Exchange  Act,  if  applicable.

     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.    LIMITATIONS  ON  AWARDS  TO  ANY  SINGLE  PARTICIPANT.  No single
Participant  may  receive  Awards  covering in the aggregate more than 250,000
shares  of  Stock  during  any  single  calendar  year.

     ARTICLE  6        ELIGIBILITY

     6.1.    GENERAL.    Awards  may  be  granted  only to individuals who are
employees  (including  employees  who  also  are directors or officers) of the
Company  or  a Subsidiary or to consultants or advisors thereto, as determined
by  the  Board.

     ARTICLE  7        STOCK  OPTIONS

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


(b)    EXERCISE  PRICE.  The exercise price per share of Stock under an Option
shall  be  determined  by  the  Board.


<PAGE>  73
     (c)  TIME AND CONDITIONS OF EXERCISE.  The Board shall determine the time
or  times  at  which  an Option may be exercised in whole or in part, provided
that  no  Option  may be exercisable prior to six months following the date of
the  grant  of such Option.  The Board also shall determine the performance or
other  conditions,  if  any,  that  must be satisfied before all or part of an
Option  may  be  exercised.

     (d)    PAYMENT.    The  Board  shall  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, or other property (including net
issuance  or other "cashless exercise" arrangements), and the methods by which
shares  of Stock shall be delivered or deemed to be delivered to Participants.
Without  limiting  the power and discretion conferred on the Board pursuant to
the  preceding sentence, the Board may, in the exercise of its discretion, but
need not, allow a Participant to pay the Option price by directing the Company
to  withhold  from  the  shares  of  Stock that would otherwise be issued upon
exercise of the Option that number of shares having a Fair Market Value on the
exercise  date  equal to the Option price, all as determined pursuant to rules
and  procedures  established  by  the  Board.

     (e)    EVIDENCE  OF  GRANT.   All Options shall be evidenced by a written
Award  Agreement between the Company and the Participant.  The Award Agreement
shall  include  such  provisions  as  may  be  specified  by  the  Board.

     7.2          INCENTIVE  STOCK  OPTIONS.  The terms of any Incentive Stock
Options  granted  under  the  Plan  must  comply with the following additional
rules:

     (b)    EXERCISE  PRICE. The exercise price per share of Stock shall be set
by  the  Board, 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.

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

     (d)    LAPSE  OF OPTION.  An Incentive Stock Option shall lapse under the
following  circumstances:

     (1)    The  Incentive Stock Option shall lapse ten (10) years after it is
granted,  unless  an  earlier  time  is  set  in  the  Award  Agreement.

     (2)    The  Incentive  Stock  Option  shall  lapse  upon  termination  of
employment  for  Cause  or  for any other reason, other than the Participant's
death  or  Disability,  unless  the  Committee determines in its discretion to
extend  the  exercise  period  for  no  more  than  ninety (90) days after the
Participant's  termination  of  employment.

     (3)    In  the case of the Participant's termination of employment due to
Disability  or  death, the Incentive Stock Option shall lapse upon termination
of employment, unless the Committee determines in its discretion to extend the
exercise  period  of  the  Incentive Stock Option for no more than twelve (12)
months  after  the  date  the  Participant  terminates  employment.   Upon the
Participant's  death,  any  vested  and  otherwise exercisable Incentive Stock
Options  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 shall fail to
make  testamentary  disposition  of  such  Incentive Stock Option or shall die
intestate,  by  the person or persons entitled to receive said Incentive Stock
Option  under  the  applicable  laws  of  descent  and  distribution.
<PAGE>  74
     (e)    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 One Hundred Thousand Dollars
($100,000.00).

     (f)    TEN PERCENT OWNERS.  An Incentive Stock Option shall be granted to
any  individual who, at the date of grant, owns stock possessing more than ten
percent  (10%)  of  the total combined voting power of all classes of Stock of
the  Company  only if, at the time such Option is granted, the Option price is
at  least one hundred ten percent (110%) of the Fair Market Value of the Stock
and  such  Option by its terms is not exercisable after the expiration of five
(5)  years  from  the  date  the  Option  is  granted.

     (g)    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.

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

     (i)    EMPLOYEES  ONLY.    Incentive Stock Options may be granted only to
Participants  who  are  employees  of  the  Company  or  any  Subsidiary.

     ARTICLE  8        STOCK  APPRECIATION  RIGHTS

     8.1.    GRANT  OF  SARs.    The  Board  is  authorized  to  grant SARs to
Participants  on  the  following  terms  and  conditions:


     (b)     RIGHT TO PAYMENT. Upon the exercise of a Stock Appreciation Right,
the Participant to whom it is granted has the right to receive the excess, if
any, of:

     (1)  The Fair Market Value of one share of Stock on the date of exercise;
over

     (2)  The grant price of the Stock Appreciation Right as determined by the
Board,  which  shall  not  be  less than the Fair Market Value of one share of
Stock  on  the  date  of grant in the case of any SAR related to any Incentive
Stock  Option.

     (c)    OTHER  TERMS.    All  awards of Stock Appreciation Rights shall be
evidenced  by  an Award Agreement.  The terms, methods of exercise, methods of
settlement,  form  of consideration payable in settlement, and any other terms
and  conditions  of  any  Stock  Appreciation Right shall be determined by the
Board  at  the  time  of  the grant of the Award and shall be reflected in the
Award  Agreement.

     ARTICLE  9        PERFORMANCE  SHARES

     9.1.    GRANT  OF  PERFORMANCE  SHARES.  The Board is authorized to grant
Performance  Shares  to  Participants  on  such terms and conditions as may be
selected  by  the  Board.    The  Board  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.



<PAGE>  75
     9.2.    RIGHT  TO  PAYMENT.    A  grant  of  Performance Shares gives the
Participant  rights,  valued  as  determined  by the Board, and payable to, or
exercisable by, the Participant to whom the Performance Shares are granted, in
whole  or  in  part, as the Board shall establish at grant or thereafter.  The
Board  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, provided that the time period during
which  the  performance  goals  must  be  met  shall, in all cases, exceed six
months.

     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
Board  and  reflected  in  the  Award  Agreement.

     ARTICLE  10        RESTRICTED  STOCK  AWARDS

     10.1.  GRANT OF RESTRICTED STOCK.  The Board 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 Board.  All Awards of Restricted
Stock  shall  be  evidenced  by  a  Restricted  Stock  Award  Agreement.

     10.2.    ISSUANCE AND RESTRICTIONS.  Restricted Stock shall be subject to
such  restrictions  on transferability and other restrictions as the Board 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  Board
determines  at  the  time  of  the  grant  of  the  Award  or  thereafter.

     10.3.    FORFEITURE.   Except as otherwise determined by the Board at the
time  of  the grant of the Award or thereafter, upon termination of employment
during  the  applicable  restriction  period, Restricted Stock that is at that
time subject to restrictions shall be forfeited and reacquired by the Company,
provided,  however,  that  the  Board  may provide in any 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 Board may in other cases waive in whole or in part
restrictions  or  forfeiture  conditions  relating  to  Restricted  Stock.

     10.4.  CERTIFICATES FOR RESTRICTED STOCK.  Restricted Stock granted under
the  Plan  may  be  evidenced in such manner as the Board shall 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  shall retain physical possession of the
certificate  until  such  time  as  all  applicable  restrictions  lapse.

     ARTICLE  11        DIVIDEND  EQUIVALENTS

     11.1.    GRANT OF DIVIDEND EQUIVALENTS.  The Board is authorized to grant
Dividend  Equivalents  to Participants subject to such terms and conditions as
may  be  selected  by  the  Board.    Dividend  Equivalents  shall entitle the
Participant  to  receive  payments equal to dividends with respect to all or a
portion  of  the  number  of shares of Stock subject to an Option Award or SAR
Award,  as  determined  by  the  Board.    The Board may provide that Dividend
Equivalents  be  paid  or  distributed  when accrued or be deemed to have been
reinvested  in  additional  shares  of  Stock,  or  otherwise  reinvested.

<PAGE>  76
     ARTICLE  12        OTHER  STOCK-BASED  AWARDS

     12.1.    GRANT  OF  OTHER  STOCK-BASED  AWARDS.  The Board is authorized,
subject  to  limitations  under  applicable law, to grant to Participants such
other  Awards that are payable in, valued in whole or in part by reference to,
or otherwise based on or related to shares of Stock, as deemed by the Board to
be  consistent  with  the  purposes  of the Plan, including without limitation
shares  of  Stock  awarded  purely  as  a  "bonus"  and  not  subject  to  any
restrictions or conditions, convertible or exchangeable debt securities, other
rights  convertible or exchangeable into shares of Stock, and Awards valued by
reference  to  book  value of shares of Stock or the value of securities of or
the  performance  of  specified  Subsidiaries.   The Board shall determine the
terms  and  conditions  of  such  Awards.

     ARTICLE  13        PROVISIONS  APPLICABLE  TO  AWARDS

     13.1.   STAND-ALONE, TANDEM, AND SUBSTITUTE AWARDS.  Awards granted under
the  Plan  may,  in the discretion of the Board, 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
Board  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.

     13.2.   EXCHANGE PROVISIONS.  The Board 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 13.1), based on the terms and conditions the
Board  determines and communicates to the Participant at the time the offer is
made.

     13.3.   TERM OF AWARD.  The term of each Award shall be for the period as
determined  by  the  Board,  provided  that  in no event shall the term of any
Incentive  Stock  Option  or a Stock Appreciation Right granted in tandem with
the  Incentive  Stock Option exceed a period of ten years from the date of its
grant.

     13.4.   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 Board determines at or after the time of grant, including
without  limitation,  cash,  Stock,  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 Board.  The Board may also authorize
payment  in  the  exercise  of  an  Option  by  net issuance or other cashless
exercise  methods.

     13.5.   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 shall 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 below, no Award shall
be  assignable or transferable by a Participant other than by will or the laws
of  descent  and  distribution  or,  with the consent of the Board in its sole
discretion  and except in the case of an Incentive Stock Option, pursuant to a
court  order  that  would  otherwise satisfy the requirements to be a domestic
relations  order  as defined in Section 414(p)(1)(B) of the Code, if the order
satisfies  Section 414(p)(1)(A) of the Code notwithstanding that such an order
<PAGE>  77
relates  to  the  transfer  of  a  stock  option rather than an interest in an
employee  benefit  plan.    In the Award Agreement for any Award other than an
Award  that  includes  an  Incentive  Stock  Option,  the  Board  may  allow a
Participant  to  assign  or  otherwise transfer all or a portion of the rights
represented  by  the Award to specified individuals or classes of individuals,
or  to  a trust benefiting such individuals or classes of individuals, subject
to  such  restrictions,  limitations,  or  conditions as the Board deems to be
appropriate.

     13.6  BENEFICIARIES.  Notwithstanding Section 13.5, a Participant may, in
the  manner  determined  by the Board, designate a beneficiary to exercise the
rights  of the Participant and to receive any distribution with respect to any
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  Board.    If  the Participant is married and resides in a jurisdiction in
which  community property laws apply, 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 shall not be effective without the
written  consent  of  the  Participant's  spouse.   If no beneficiary has been
designated  or  survives  the Participant, payment shall 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  Board.

     13.7.    STOCK  CERTIFICATES.  All Stock certificates delivered under the
Plan  are  subject  to  any stop-transfer orders and other restrictions as the
Board  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 which the Stock is listed, quoted, or traded.
The Board may place legends on any Stock certificate to reference restrictions
applicable  to  the  Stock.

     13.8.    TENDER  OFFERS.   In the event of a public tender for all or any
portion  of  the Stock, or in the event that a proposal to merge, consolidate,
or  otherwise  combine  with  another  company  is  submitted  for shareholder
approval,  the  Board  may  in  its sole discretion declare previously granted
Options  to  be  immediately  exercisable.   To the extent that this provision
causes  Incentive  Stock  Options to exceed the dollar limitation set forth in
Section  7.2(d),  the excess Options shall be deemed to be Non-Qualified Stock
Options.

     13.9.    CHANGE  OF  CONTROL.    A  Change  of Control shall, in the sole
discretion  of  the  Board:

     (a)          Cause  every  Award  outstanding  hereunder  to become fully
exercisable and all restrictions on outstanding Awards to lapse and allow each
Participant  the right to exercise Awards prior to the occurrence of the event
otherwise  terminating  the  Awards over such period as the Board, in its sole
and  absolute  discretion, shall determine.  To the extent that this provision
causes  Incentive  Stock  Options to exceed the dollar limitation set forth in
Section  7.2(d),  the excess Options shall be deemed to be Non-Qualified Stock
Options;  or

     (b)        Cause every Award outstanding hereunder to terminate, provided
that  the surviving or resulting corporation shall tender an option or options
<PAGE>  78
to  purchase its shares or exercise such rights on terms and conditions, as to
the  number of shares, rights or otherwise, which shall substantially preserve
the  rights  and  benefits  of  any  Award  then  outstanding  hereunder.

     ARTICLE  14        CHANGES  IN  CAPITAL  STRUCTURE

     14.1.    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) shall be increased proportionately without any change
in  the  aggregate  purchase  price therefor.  Subject to Section 13.9, in the
event  the  Stock shall be changed into or exchanged for a different number or
class  of shares of Stock or of shares of another corporation, whether through
reorganization,  recapitalization,  stock  split-up  or combination of shares,
there  shall  be substituted for each such share of Stock then subject to each
Award  (and for each share of Stock then subject thereto) the number and class
of  shares  of  Stock  into  which each outstanding share of Stock shall be so
exchanged,  all  without  any  change  in the aggregate purchase price for the
shares  then  subject  to  each  Award.

     ARTICLE  15        AMENDMENT,  MODIFICATION  AND  TERMINATION

     15.1.  AMENDMENT, MODIFICATION AND TERMINATION.  With the approval of the
Board,  at  any  time and from time to time, the Board may terminate, amend or
modify the Plan.  However, without approval of the shareholders of the Company
or  other  conditions  (as may be required by the Code, by the insider trading
rules  of  Section 16 of the Exchange Act, by any national securities exchange
or  system  on  which the Stock is listed or reported, or by a regulatory body
having  jurisdiction),  no  such  termination, amendment, or modification may:


(b)    Materially  increase  the  total  number of shares of Stock that may be
issued  under  the  Plan,  except  as  provided  in  Section  14.1;

     (c)   Materially modify the eligibility requirements for participation in
the  Plan;  or

     (d)   Materially increase the benefits accruing to Participants under the
Plan.

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

     ARTICLE  16        GENERAL  PROVISIONS

     16.1.    NO  RIGHTS  TO AWARDS.  No Participant or employee or consultant
shall  have  any claim to be granted any Award under the Plan, and neither the
Company  nor  the  Board  is  obligated to treat Participants and employees or
consultants  uniformly.

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

      16.3.    WITHHOLDING.    The  Company  or  any Subsidiary shall have the
authority  and  the  right  to deduct or withhold, or require a Participant to
remit  to  the Company, an amount sufficient to satisfy United States Federal,
state,  and  local  taxes (including the Participant's FICA obligation and any
<PAGE>  79
withholding  obligation imposed by any country other than the United States in
which  the Participant resides) required by law to be withheld with respect to
any  taxable  event  arising  as  a  result  of  this  Plan.   With respect to
withholding  required  upon any taxable event under the Plan, Participants may
elect,   subject   to   the  Board's  approval,  to  satisfy  the  withholding
requirement,  in  whole  or  in  part, by having the Company or any Subsidiary
withhold shares of Stock having a Fair Market Value on the date of withholding
equal  to  the  amount to be withheld for tax purposes in accordance with such
procedures  as the Board establishes.  The Board may, at the time any Award is
granted,  require  that any and all applicable tax withholding requirements be
satisfied  by  the  withholding  of  shares  of  Stock  as  set  forth  above.

     16.4.    NO  RIGHT  TO  EMPLOYMENT.    Nothing  in  the Plan or any Award
Agreement shall 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.

     16.5.    UNFUNDED  STATUS  OF  AWARDS.    The  Plan  is intended to be an
"unfunded"  plan for incentive and deferred 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 shall give the Participant any rights that
are greater than those of a general creditor of the Company or any Subsidiary.

     16.6.    INDEMNIFICATION.   To the extent allowable under applicable law,
each  member  of  the  Committee or of the Board shall 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  shall 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.

     16.7.    RELATIONSHIP TO OTHER BENEFITS.  No payment under the Plan shall
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.

     16.8.    EXPENSES.  The expenses of administering the Plan shall be borne
by  the  Company  and  its  Subsidiaries.

     16.9.    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, shall
control.

     16.10.  FRACTIONAL SHARES.  No fractional shares of stock shall be issued
and  the Board shall determine, in its discretion, whether cash shall be given
in  lieu  of  fractional  shares  or  whether  such fractional shares shall be
eliminated  by  rounding  up.


<PAGE>  80
     16.11.  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 Board fails to so comply, it
shall  be void to the extent permitted by law and voidable as deemed advisable
by  the  Board, and such provision or action shall be deemed to be modified so
as  to  comply  with  Rule  16b-3.

     16.12.   GOVERNMENT AND OTHER REGULATIONS.  The obligation of the Company
to  make  payment  of  awards  in  Stock  or otherwise shall be subject to all
applicable  laws,  rules, and regulations, and to such approvals by government
agencies  as  may  be  required.   The Company shall be under no obligation to
register  under  the  Securities Act of 1933, as amended, 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 such 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.

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




































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