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                                                                    Exhibit 10.2


                         ALLIANCE MEDICAL CORPORATION
                          2001 STOCK INCENTIVE PLAN

                                   ARTICLE 1

                                   PURPOSE

      1.1 GENERAL. The purpose of the Alliance Medical Corporation 2001 Stock
Incentive Plan (the "Plan") is to promote the success and enhance the value of
Alliance Medical Corporation (the "Company") by linking the personal interests
of the members of the Board, employees, officers, executives, and consultants or
independent contractors, to those of Company stockholders and by providing such
individuals with an incentive for outstanding performance to generate superior
returns to Company stockholders. The Plan is further intended to provide
flexibility to the Company in its ability to motivate, attract, and retain the
services of members of the Board, employees, officers, executives of, and
consultants or independent contractors providing services to, the Company upon
whose judgment, interest, and special effort the successful conduct of the
Company's operation is largely dependent.

                                   ARTICLE 2

                        EFFECTIVE AND EXPIRATION DATE

      2.1 EFFECTIVE DATE. The Plan is effective as of the date the Plan is
approved by the Company's stockholders (the "Effective Date"). The Plan will be
deemed to be approved by the stockholders 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 in accordance with the
applicable provisions of the Company's Bylaws.

      2.2 EXPIRATION DATE. The Plan will expire on, and no Award may be granted
pursuant to the Plan after, the tenth anniversary of the Effective Date. Any
Awards that are outstanding on the tenth anniversary of the Effective Date shall
remain in force according to the terms of the Plan and the Award Agreement.

                                   ARTICLE 3

                         DEFINITIONS AND CONSTRUCTION

      3.1 DEFINITIONS. The following words and phrases shall have the following
meanings:

             (a) "Award" means any Option, Restricted Stock Award, Performance
Share Award, or Performance-Based Award granted to a Participant pursuant to 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) "Cause" means (except as otherwise provided in an Award
Agreement) that the Board, in its reasonable and good faith discretion, has
determined that a Participant (i) has been convicted of any crime that
materially discredits the Company or is materially
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detrimental to the reputation or goodwill of the Company, (ii) has committed any
material act of fraud or dishonesty against the Company, or an immoral or
unethical act that materially reflects negatively on the Company, or has engaged
in willful misconduct; provided that the Participant shall first have been
provided with written notice of the claim against him or her under this
provision, or (iii) has materially breached any employment agreement with the
Company.

             (e) "Change of Control" means and includes each of the following:

                  (1) When the individuals who constituted the Board of
      Directors at the beginning of any one-year period cease, for any reason,
      to constitute at least a majority of the Board of Directors, unless the
      election or nomination for election of each new director was approved by
      the vote of at least two-thirds of the directors then still in office who
      were directors at the beginning of such period;

                  (2) A change of control of the Company through a transaction
      or series of transactions, such that any person (as that term is used in
      Section 13 and 14(d)(2) of the Exchange Act), excluding affiliates of the
      Company as of the Effective Date, is or becomes the beneficial owner (as
      that term is used in Section 13(d) of the Exchange Act) directly or
      indirectly of securities of the Company representing 50.1% or more of the
      combined voting power of the Company's then outstanding securities;

                  (3) Any consolidation or liquidation of the Company in which
      the Company is not the continuing or surviving corporation 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 shares of
      Stock immediately before the merger have substantially the same
      proportionate ownership of common stock of the surviving corporation
      immediately after the merger;

                  (4)   The stockholders of the Company approve any plan or
      proposal for the liquidation or dissolution of the Company; or

                  (5) Substantially all of the assets of the Company are sold or
      otherwise transferred to parties that are not within a "controlled group
      of corporations" (as defined in Section 1563 of the Code) of which the
      Company is a member.

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

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

             (h) "Covered Employee" means an Employee who is, or could be, a
"covered employee" within the meaning of Section 162(m) of the Code.

             (i) "Disability" means, for purposes of this Plan, that the
Participant qualifies to receive long term disability payments under the
Company's long term disability insurance program, as it may be amended from time
to time.

             (j) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.


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             (k) "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 shall 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 such prices are reported for that date, the closing price on the
next preceding date for which such price is reported.

             (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-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.

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

             (o) "Option" means a right granted to a Participant pursuant to
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.

             (p) "Participant" means a person who, as a member of the Board,
employee, officer, or executive of the Company or any Subsidiary, has been
granted an Award pursuant to the Plan.

             (q) "Performance-Based Awards" means the Performance Share Awards
and Restricted Stock 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" pursuant to Section 162(m) of the Code.

             (r) "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: pre- or
after-tax net earnings, sales or revenue, operating earnings, operating cash
flow, return on net assets, return on stockholders' equity, return on assets,
return on capital, 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 shall, 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.

             (s) "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

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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.

             (t) "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.

             (u) "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.

             (v) "Plan" means this Alliance Medical Corporation 2001 Stock
Incentive Plan, as amended.

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

             (x) "Stock" means the common stock of the Company and such other
securities of the Company that may be substituted for Stock pursuant to Article
12.

             (y) "Subsidiary" means any corporation or other entity 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 COMMITTEE. The Plan shall be administered by the Board or a committee
of the Board consisting of at least two individuals, each of whom qualifies as
(i) a Non-Employee Director, and (ii) an "outside director" pursuant to Code
Section 162(m) and the regulations issued thereunder; provided, however, that
the Committee shall grant and administer all Awards made to Covered Employees.
Reference in this Plan to the Committee shall refer to the Board if the Board
does not appoint a Committee.

      4.2 ACTION BY THE COMMITTEE. A majority of the Committee 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 Committee
in lieu of a meeting, shall 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

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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. Subject to any specific designation in the
Plan, 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
pursuant to the Plan, including, but not limited to, the exercise price, grant
price, or purchase price, any reload provision, 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, any
provisions related to non-competition and recapture of gain on an Award, based
in each case on such considerations as the Committee in its sole discretion
determines; provided, however, that the Committee shall not have the authority
to accelerate the vesting or waive the forfeiture of any Performance-Based
Awards;

             (e) Determine whether, to what extent, and pursuant to 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;

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

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

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

             (i) Interpret the terms of, and any matter arising pursuant to, the
Plan or any Award Agreement; and

             (j) Make all other decisions and determinations that may be
required pursuant to 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 pursuant to 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.


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                                   ARTICLE 5

                          SHARES SUBJECT TO THE PLAN

      5.1 NUMBER OF SHARES. Subject to adjustment provided in Article 12, the
aggregate number of shares of Stock reserved and available for grant pursuant to
the Plan shall be 1,750,000.

      5.2 LAPSED OR ASSUMED 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 pursuant to the Plan. Additionally,
any shares of stock tendered or withheld to satisfy the exercise price or tax
withholding obligation pursuant to any Award shall again be available for the
grant of an Award pursuant to the Plan. To the extent permitted by applicable
law or any exchange rule, shares of Stock issued in assumption of, or in
substitution for, any outstanding awards of any entity acquired in any form of
combination by the Company or any Subsidiary shall not be counted against shares
of Stock available for grant pursuant to this 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 Article
12, the maximum number of shares of Stock with respect to one or more Awards
that may be granted to any one Participant during a calendar year shall be
500,000.

                                   ARTICLE 6

                        ELIGIBILITY AND PARTICIPATION

      6.1 ELIGIBILITY.

             (a) GENERAL. Persons eligible to participate in this Plan include
all members of the Board, employees, officers, and executives of, and
consultants and independent contractors providing services to, the Company or a
Subsidiary, as determined by the Committee.

             (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 thereby affecting the terms of the Plan as in effect
for any other purpose; provided, however, that no such supplements, amendments,
restatements, or alternative versions shall increase the share limitations
contained in Section 5.1 of the Plan.

      6.2 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 shall be granted and shall determine the nature and amount
of each Award. No individual shall have any right to be granted an Award
pursuant to this Plan.


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                                   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 pursuant
to an Option shall be determined by the Committee and set forth in the Award
Agreement; provided that the exercise price for any Option shall not be less
than the Fair Market Value as of the date of grant.

             (b) TIME AND CONDITIONS OF EXERCISE. The Committee shall determine
the time or times at which an Option may be exercised in whole or in part
provided that the term of any Option granted under the Plan shall not exceed ten
years, provided that in the case of a Non-Qualified Stock Option, such Option
shall be exercisable for one year after the date of the Participant's death. The
Committee shall also determine the performance or other conditions, if any, that
must be satisfied before all or part of an Option may be exercised. Unless
otherwise provided in an Award Agreement, (i) an Option will lapse immediately
if a Participant's employment or service is terminated for Cause, and (ii) an
Option shall become vested and exercisable 25% after the first anniversary of
the date of grant and 25% on each of the next three successive anniversaries of
the date of grant.

             (c) PAYMENT. The Committee shall determine the methods by which the
exercise price of an Option may be paid, the form of payment, including, without
limitation, cash, promissory note, shares of Stock held for longer than six
months (through actual tender or by attestation), or other property acceptable
to the Committee (including broker-assisted "cashless exercise" arrangements),
and the methods by which shares of Stock shall be delivered or deemed to be
delivered to Participants.

             (d) 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 additional provisions as may be specified by the Committee.

      7.2 INCENTIVE STOCK OPTIONS. Incentive Stock Options shall be granted only
to employees and the terms of any Incentive Stock Options granted pursuant to
the Plan must comply with the following additional provisions of this Section
7.2:

             (a) EXERCISE PRICE. The exercise price per share of Stock shall 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) LAPSE OF OPTION. An Incentive Stock Option shall lapse pursuant
to the following circumstances.


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                  (1) The Incentive Stock Option shall lapse ten years from the
         date 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 otherwise provided in the
         Award Agreement.

                  (3) If the Participant terminates employment on account of
         Disability or death before the Option lapses pursuant to paragraph (1)
         or (2) above, the Incentive Stock Option shall lapse, unless it is
         previously exercised, on the earlier of (i) the scheduled termination
         date of the Option; or (ii) 12 months after the date of the
         Participant's termination of employment on account of Disability or
         death. Upon the Participant's Disability or death, any Incentive Stock
         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 pursuant to the
         Participant's last will and testament, or, if the Participant fails to
         make testamentary disposition of such Incentive Stock Option or dies
         intestate, by the person or persons entitled to receive the Incentive
         Stock Option pursuant to the applicable laws of descent and
         distribution.

             (d) 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
Incentive Stock Options are first exercisable by a Participant in excess of such
limitation, the excess shall be considered Non-Qualified Stock Options.

             (e) 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 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.

             (f) 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.

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

                                   ARTICLE 8

                              PERFORMANCE SHARES

      8.1 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

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Performance Shares granted to each Participant. All Awards of Performance Shares
shall be evidenced by an Award Agreement.

      8.2 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.

      8.3 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. Unless
otherwise provided in an Award Agreement, Performance Shares will lapse
immediately if a Participant's employment is terminated for Cause.

                                    ARTICLE 9

                           RESTRICTED STOCK AWARDS

      9.1 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 determined by the Committee. All Awards of Restricted Stock
shall be evidenced by a written Restricted Stock Award Agreement.

      9.2 ISSUANCE AND RESTRICTIONS. Restricted Stock shall 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,
pursuant to such circumstances, in such installments, or otherwise, as the
Committee determines at the time of the grant of the Award or thereafter.

      9.3 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, Restricted Stock that is at that time
subject to restrictions shall 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. Unless otherwise provided in
an Award Agreement, Restricted Stock will be forfeited immediately if a
Participant's employment is terminated for Cause.

      9.4 CERTIFICATES FOR RESTRICTED STOCK. Restricted Stock granted pursuant
to the Plan may be evidenced in such manner as the Committee 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

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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 10

                           PERFORMANCE-BASED AWARDS

      10.1 PURPOSE. The purpose of this Article 10 is to provide the Committee
the ability to qualify the Performance Share Awards pursuant to Article 8 and
the Restricted Stock Awards pursuant to Article 9 as "performance-based
compensation" pursuant to 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 shall control over any contrary provision
contained in Articles 8 or 9.

      10.2 APPLICABILITY. This Article 10 shall 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 shall 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 shall not require designation of
such Covered Employee as a Participant in any subsequent Performance Period and
designation of one Covered Employee as a Participant shall 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 shall 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. Unless otherwise provided in an Award
Agreement, Performance-Based Awards will be forfeited if a Participant's
employment is terminated for Cause.

      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 day a Performance Award for such Performance Period is paid to
the Participant. Furthermore, a Participant shall be eligible to receive payment
pursuant to a Performance-Based Award for a Performance Period only if the
Performance Goals for such period are achieved. In 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 pursuant to the Plan for a Performance Period is 500,000
shares of Stock, or in the event the Performance-Based Award is paid in cash,
such maximum Performance-Based Award shall be determined by multiplying 500,000
by the Fair Market Value of one share of Stock as of the date of grant of the
Performance-Based Award.


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                                   ARTICLE 11

                       PROVISIONS APPLICABLE TO AWARDS

      11.1 STAND-ALONE AND TANDEM AWARDS. Awards granted pursuant to the Plan
may, in the discretion of the Committee, be granted either alone, in addition
to, or in tandem with, any other Award granted pursuant to the Plan. 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, based on the terms and conditions the Committee determines and
communicates to the Participant at the time the offer is made, provided that the
Committee may not reduce the exercise price of any previously-granted Option
without shareholder approval.

      11.3 TERM OF AWARD. The term of each Award shall be for the period as
determined by the Committee, provided that in no event shall the term of any
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, promissory note, Stock held for more than six months,
other Awards, or other property (including broker-assisted "cashless exercise"
arrangements), 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 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 by the Committee, no Award
shall be assigned, transferred, or otherwise disposed of 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
Award upon the Participant's death. A beneficiary, legal guardian, legal
representative, or other person claiming any rights pursuant to 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% of the Participant's
interest in the Award shall not be effective without the prior 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 pursuant
to the Participant's will or the laws of

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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. Notwithstanding anything herein to the contrary,
the Company shall not be required to issue or deliver any certificates
evidencing shares of Stock pursuant to the exercise of any Award, unless and
until the Board has determined, with advice of counsel, that the issuance and
delivery of such certificates is in compliance with all applicable laws,
regulations of governmental authorities and, if applicable, the requirements of
any exchange on which the shares of Stock are listed or traded. All Stock
certificates delivered pursuant to the Plan are subject to any stop-transfer
orders and other restrictions as the Committee deems necessary or advisable to
comply with Federal, state, or foreign jurisdiction, securities or other 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
Committee may place legends on any Stock certificate to reference restrictions
applicable to the Stock. In addition to the terms and conditions provided
herein, the Board may require that a Participant make such reasonable covenants,
agreements, and representations as the Board, in its discretion, deems advisable
in order to comply with any such laws, regulations, or requirements.

      11.8 ACCELERATION UPON A CHANGE OF CONTROL. Unless otherwise provided in a
Participant's Award Agreement, if a Change of Control occurs, the Committee
shall have the discretion to cause all outstanding Awards to become fully
exercisable and all restrictions on outstanding Awards to lapse. 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. 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 SHARES AVAILABLE FOR GRANT. In the event of any change in the number
of shares of Stock outstanding by reason of any stock dividend or split,
recapitalization, merger, consolidation, combination or exchange of shares or
similar corporate change, the maximum aggregate number of shares of Stock with
respect to which the Committee may grant Awards, the number of shares of Stock
subject to any Award, and any numeric limitation expressed in the Plan shall be
appropriately adjusted by the Committee.

      12.2 OUTSTANDING AWARDS - INCREASE OR DECREASE IN ISSUED SHARES WITHOUT
CONSIDERATION. Subject to any required action by the stockholders of the
Company, in the event of any increase or decrease in the number of issued shares
of Stock resulting from a subdivision or consolidation of shares of Stock or the
payment of a stock dividend (but only on the shares of Stock), or any other
increase or decrease in the number of such shares effected without receipt or
payment of consideration by the Company, the Committee shall proportionally
adjust the number of shares of Stock subject to each outstanding Award and the
exercise price per share of Stock of each such Award.


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<PAGE>   13
      12.3 OUTSTANDING AWARDS - CERTAIN MERGERS. Subject to any required action
by the stockholders of the Company, in the event that the Company shall be the
surviving corporation in any merger or consolidation (except a merger or
consolidation as a result of which the holders of shares of Stock receive
securities of another corporation), each Award outstanding on the date of such
merger or consolidation shall pertain to and apply to the securities that a
holder of the number of shares of Stock subject to such Award would have
received in such merger or consolidation.

      12.4 OUTSTANDING AWARDS - OTHER CHANGES. In the event of any other change
in the capitalization of the Company or corporate change other than those
specifically referred to in Article 12, the Committee may, in its absolute
discretion, make such adjustments in the number and class of shares subject to
Awards outstanding on the date on which such change occurs and in the per share
exercise price of each Award as the Committee may consider appropriate to
prevent dilution or enlargement of rights.

      12.5 NO OTHER RIGHTS. Except as expressly provided in the Plan, no
Participant shall have any rights by reason of any subdivision or consolidation
of shares of stock of any class, the payment of any dividend, any increase or
decrease in the number of shares of stock of any class or any dissolution,
liquidation, merger, or consolidation of the Company or any other corporation.
Except as expressly provided in the Plan, no issuance by the Company of shares
of stock of any class, or securities convertible into shares of stock of any
class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number of shares of Stock subject to an Award or the exercise
price of any 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 (i) to the extent necessary and
desirable to comply with any applicable law, regulation, or stock exchange rule,
the Company shall obtain stockholder approval of any Plan amendment in such a
manner and to such a degree as required, and (ii) shareholder approval is
required for any amendment to the Plan that (A) increases the number of shares
available under the Plan (other than any adjustment as provided by Article 12),
(B) permits the Committee to grant Options with an exercise price that is below
Fair Market Value on the date of grant, or (C) permits the Committee to extend
the exercise period for an Option beyond ten years from the date of grant.

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


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<PAGE>   14
                                   ARTICLE 14

                              GENERAL PROVISIONS

      14.1 NO RIGHTS TO AWARDS. No Participant, employee, or other person shall
have any claim to be granted any Award pursuant to 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 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 Federal, state, and local taxes
(including the Participant's FICA obligation) required by law to be withheld
with respect to any taxable event concerning a Participant arising as a result
of this Plan. With the Committee's consent, a Participant may elect to (i) have
the Company withhold from those shares of Stock that would otherwise be received
upon the exercise of any Option, a number of shares having a Fair Market Value
equal to the minimum statutory amount necessary to satisfy the Company's
applicable federal, state, local or foreign income and employment tax
withholding obligations with respect to such Participant, or (ii) tender
previously-owned shares of Stock held by the Participant for six months or
longer to satisfy the Company's applicable federal, state, local, or foreign
income and employment tax withholding obligations with respect to the
Participant.

      14.4 NO RIGHT TO EMPLOYMENT OR SERVICES. 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 or services at any
time, nor confer upon any Participant any right to continue in the employ or
service 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 shall 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 pursuant to 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 pursuant to 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 pursuant to the Company's Certificate of Incorporation or


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<PAGE>   15
Bylaws, as a matter of law, or otherwise, or any power that the Company may have
to indemnify them or hold them harmless.

      14.7 RELATIONSHIP TO OTHER BENEFITS. No payment pursuant to the Plan shall
be taken into account in determining any benefits pursuant to 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 shall be borne 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, shall control.

      14.10 FRACTIONAL SHARES. No fractional shares of Stock shall be issued and
the Committee 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 or down as appropriate.

      14.11 SECURITIES LAW COMPLIANCE. With respect to any person who is, on the
relevant date, obligated to file reports pursuant to Section 16 of the Exchange
Act, transactions pursuant to this Plan are intended to comply with all
applicable conditions of Rule 16b-3 or its successors pursuant to the Exchange
Act. To the extent any provision of the Plan or action by the Committee fails to
so comply, it shall 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 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 pursuant
to the Securities Act of 1933, as amended, any of the shares of Stock paid
pursuant to the Plan. If the shares paid pursuant to the Plan may in certain
circumstances be exempt from registration pursuant to the Securities Act of
1933, as amended, 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 shall be construed
in accordance with and governed by the laws of the State of Arizona.

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