WILD WINGS, INC.
                   1997 Stock Option Plan
                              
                              
Section 1.     Purpose; Definitions.

      1.1   Purpose.  The purpose of Wild Wings,  Inc.  (the
"Company") 1997 Stock Option Plan (the "Plan") is to  enable
the  Company  to  offer  to  its  key  employees,  officers,
directors, consultants and sales representatives whose past,
present  and/or potential contributions to the  Company  and
its  Subsidiaries have been, are or will be important to the
success  of  the  Company,  an  opportunity  to  acquire   a
proprietary interest in the Company.  The various  types  of
long-term  incentive awards which may be provided under  the
Plan  will  enable  the  Company to respond  to  changes  in
compensation practices, tax laws, accounting regulations and
the size and diversity of its business.

      1.2   Definitions.   For purposes  of  the  Plan,  the
following terms shall be defined as set forth below:

           (a)  "Agreement" means the agreement between  the
Company   and  the  Holder  setting  forth  the  terms   and
conditions of an award under the Plan.

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

           (c)   "Code" means the Internal Revenue  Code  of
1986,  as  amended  from  time to time,  and  any  successor
thereto and the regulations promulgated thereunder.

           (d)  "Committee" means the Stock Option Committee
of  the Board or any other committee of the Board, which the
Board  may  designate to administer the Plan or any  portion
thereof.   If  no  Committee  is  so  designated,  then  all
references in this Plan to "Committee" shall mean the Board.

           (e)  "Common Stock" means the Common Stock of the
Company, par value $.001 per share.

            (f)    "Company"  means  Wild  Wings,  Inc.,   a
corporation organized under the laws of the State of Nevada.

           (g)  "Deferred Stock" means Stock to be received,
under an award made pursuant to Section 9, below, at the end
of a specified deferral period.

           (h)   "Disability" means disability as determined
under  procedures established by the Committee for  purposes
of the Plan.

           (i)  "Effective Date" means the date set forth in
Section 13.1, below.

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            (j)    "Fair  Market  Value",  unless  otherwise
required  by  any applicable provision of the  Code  or  any
regulations issued thereunder, means, as of any given  date:
(i)  if  the Common Stock is listed on a national securities
exchange  or quoted on the Nasdaq National Market or  Nasdaq
SmallCap Market, the last sale price of the Common Stock  in
the  principal trading market for the Common  Stock  on  the
last  trading day preceding the date of grant  of  an  award
hereunder,  as  reported by the exchange or Nasdaq,  as  the
case  may  be; (ii) if the Common Stock is not listed  on  a
national  securities  exchange  or  quoted  on  the   Nasdaq
National Market or Nasdaq SmallCap Market, but is traded  in
the  over-the-counter market, the closing bid price for  the
Common  Stock on the last trading day preceding the date  of
grant  of  an award hereunder for which such quotations  are
reported by the OTC Bulletin Board or the National Quotation
Bureau,   Incorporated   or  similar   publisher   of   such
quotations; and (iii) if the fair market value of the Common
Stock  cannot be determined pursuant to clause (i)  or  (ii)
above, such price as the Committee shall determine, in  good
faith.

           (k)  "Holder" means a person who has received  an
award under the Plan.

           (l)   "Incentive  Stock Option" means  any  Stock
Option intended to be and designated as an "incentive  stock
option" within the meaning of Section 422 of the Code.

           (m)   "Nonqualified Stock Option" means any Stock
Option that is not an Incentive Stock Option.

           (n)   "Normal  Retirement" means retirement  from
active employment with the Company or any Subsidiary  on  or
after age 65.

           (o)   "Other  Stock-Based Award" means  an  award
under Section 10, below, that is valued in whole or in  part
be reference to, or is otherwise based upon, Stock.

           (p)   "Parent" means any present or future parent
corporation  of  the  Company, as such term  is  defined  in
Section 424(e) of the Code.

           (q)   "Plan"  means Wild Wings, Inc.  1997  Stock
Option Plan, as hereinafter amended from time to time.

           (r)   "Restricted Stock"means Stock, received under
an  award made pursuant to Section 8, below, that is subject
to restrictions under said Section 8.

           (s)   "SAR  Value" means the excess of  the  Fair
Market  Value (on the exercise date) of the number of shares
for which the Stock Appreciation Right is exercised over the
exercise price that the participant would have otherwise had
to pay to exercise the related Stock Option and purchase the
relevant shares.

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           (t)   "Stock"  means  the  Common  Stock  of  the
Company, par value $.001 per share.

           (u)   "Stock Appreciation Right" means the right to
receive from the Company, on surrender of all or part of the
related Stock Option, without a cash payment to the Company,
a  number  of shares of Common Stock equal to the SAR  Value
divided by the exercise price of the Stock Option.

           (v)   "Stock Option" or "Option" means any option
to purchase shares of Stock which is granted pursuant to the
Plan.

           (w)   "Stock  Reload  Option"  means  any  option
granted under Section 6.3, below, as a result of the payment
of   the  exercise  price  of  a  Stock  Option  and/or  the
withholding  tax related thereto in the form of Stock  owned
by the Holder or the withholding of Stock by the Company.

           (x)   "Subsidiary"  means any present  or  future
subsidiary  corporation  of the Company,  as  such  term  is
defined in Section 424(f) of the Code.

Section 2.     Administration.

       2.1    Committee  Membership.   The  Plan  shall   be
administered by the Board or a Committee.  Committee members
shall  serve  for such terms as the Board may in  each  case
determine,  and shall be subject to removal at any  time  by
the Board.

      2.2   Powers of Committee.  The Committee  shall  have
full  authority,  subject to Section  4,  below,  to  award,
pursuant to the terms of the Plan:  (i) Stock Options,  (ii)
Stock  Appreciation  Rights, (iii)  Restricted  Stock,  (iv)
Deferred  Stock, (v) Stock Reload Options and/or (vi)  Other
Stock-Based Awards.  For purposes of illustration and not of
limitation, the Committee shall have the authority  (subject
to the express provisions of this Plan):

           (a)   to  select  the  officers,  key  employees,
directors,  consultants  and sales  representatives  of  the
Company  or  any  Subsidiary to whom  Stock  Options,  Stock
Appreciation  Rights,  Restricted  Stock,  Deferred   Stock,
Reload  Stock  Options and/or Other Stock-Based  Awards  may
from time to time be awarded hereunder.

           (b)   to determine the terms and conditions,  not
inconsistent  with  the  terms of the  Plan,  of  any  award
granted hereunder (including, but not limited to, number  of
shares,  share  price, any restrictions or limitations,  and
any     vesting,    exchange,    surrender,    cancellation,
acceleration,    termination,   exercise    or    forfeiture
provisions, as the Committee shall determine);

           (c)  to determine any specified performance goals
or  such other factors or criteria which need to be attained
for the vesting of an award granted hereunder;

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           (d)   to determine the terms and conditions under
which  awards granted hereunder are to operate on  a  tandem
basis  and/or in conjunction with or apart from other equity
awarded  under this Plan and cash awards made by the Company
or any Subsidiary outside of this Plan;

           (e)   to  permit  a Holder to elect  to  defer  a
payment  under  the Plan under such rules and procedures  as
the  Committee  may establish, including  the  crediting  of
interest  on  deferred amounts denominated is  cash  and  of
dividend  equivalents  on deferred  amounts  denominated  in
Stock;

           (f)   to  determine the extent and  circumstances
under which Stock and other amounts payable with respect  to
an  award  hereunder shall be deferred which may  be  either
automatic or at the election of the Holder; and

           (g)   to  substitute (i) new  Stock  Options  for
previously  granted Stock Options, which previously  granted
Stock  Options  have  higher option exercise  prices  and/or
contain  other less favorable terms, and (ii) new awards  of
any  other  type for previously granted awards of  the  same
type,   which  previously  granted  awards  are  upon   less
favorable terms.

     2.3  Interpretation of Plan.

           (a)   Committee Authority.  Subject to Section  4
and  12,  below, the Committee shall have the  authority  to
adopt,   alter   and   repeal  such  administrative   rules,
guidelines  and practices governing the Plan  as  it  shall,
from  time  to time, deem advisable, to interpret the  terms
and  provisions of the Plan and any award issued  under  the
Plan  (and  to  determine  the form  and  substance  of  all
Agreements relating thereto), to the otherwise supervise the
administration of the Plan.  Subject to Section  12,  below,
all   decisions  made  by  the  Committee  pursuant  to  the
provisions of the Plan shall be made in the Committee's sole
discretion and shall be final and binding upon all  persons,
including the Company, its Subsidiaries and Holders.

           (b)   Incentive Stock Options.  Anything  in  the
Plan  to  the contrary notwithstanding, no term or provision
of  the  Plan relating to Incentive Stock Options (including
but  limited  to Stock Reload Options or Stock  Appreciation
rights  granted  in  conjunction  with  an  Incentive  Stock
Option)  or  any  Agreement providing  for  Incentive  Stock
Options shall be interpreted, amended or altered, nor  shall
any  discretion or authority granted under the  Plan  be  so
exercised, so as to disqualify the Plan under Section 422 of
the Code, or, without the consent of the Holder(s) affected,
to  disqualify any Incentive Stock Option under such Section
422.

Section 3.     Stock Subject to Plan.

      3.1  Number of Shares.  The total number of shares  of
Common  Stock reserved and available for distribution  under
the  Plan  shall be 1,000,000 shares.  Share of Stock  under
the Plan may consist, in whole or in part, of authorized and
unissued shares or treasury shares.  If any shares of  Stock

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that  have been granted pursuant to a Stock Option cease  to
be subject to a Stock Option, or if any shares of Stock that
are  subject  to  any Stock Appreciation  Right,  Restricted
Stock,  Deferred Stock award, Reload Stock Option  or  Other
Stock-Based  Award granted hereunder are  forfeited  or  any
such award otherwise terminates without a payment being made
to  the Holder in the form of Stock, such shares shall again
be  available  for  distribution in connection  with  future
grants  and  awards under the Plan.  Only net shares  issued
upon  a  stock-for-stock exercise (including stock used  for
withholding  taxes) shall be counted against the  number  of
shares available under the Plan.

      3.2   Adjustment Upon Changes in Capitalization,  Etc.
In  the  event of any merger, reorganization, consolidation,
recapitalization,  dividend (other than  a  cash  dividend),
stock  split,  reverse  stock  split,  or  other  change  in
corporate  structure affecting the Stock, such  substitution
or  adjustment  shall  be made in the  aggregate  number  of
shares  reserved for issuance under the Plan, in the  number
and exercise price of shares subject to outstanding Options,
in  the number of shares and Stock Appreciation Right  price
relating to Stock Appreciation Rights, and in the number  of
shares and Stock Appreciation Right price relating to  Stock
Appreciation Rights, and in the number of shares subject to,
and  in  the  related  terms  of, other  outstanding  awards
(including  but  not limited to awards of Restricted  Stock,
Deferred  Stock, Reload Stock Options and Other  Stock-Based
Awards)  granted under the Plan as may be determined  to  be
appropriate by the Committee in order to prevent dilution or
enlargement  of rights, provided that the number  of  shares
subject to any award shall always be a whole number.

Section 4.     Eligibility.

      Awards  may  be  made  or granted  to  key  employees,
officers,  directors, consultants and sales  representatives
who  are  deemed  to have rendered or to be able  to  render
significant services to the Company or its Subsidiaries  and
who  are deemed to have contributed or to have the potential
to  contribute to the success of the Company.  No  Incentive
Stock  Option shall be granted to any person who is  not  an
employee  of  the Company or a Subsidiary  at  the  time  of
grant.

Section 5.     Required Six-Month Holding Period.

      Any equity security issued under this Plan may not  be
sold  prior to six months from the date of the grant of  the
related award without the approval of the Company.

Section 6.     Stock Options.

      6.1   Grant and Exercise.  Stock Options granted under
the  Plan  may be of two types: (i) Incentive Stock  Options
and  (ii)  Nonqualified  Stock Options.   Any  Stock  Option
granted  under  the  Plan  shall  contain  such  terms,  not
inconsistent  with this Plan, or with respect  to  Incentive
Stock  Options,  not  inconsistent with  the  Code,  as  the
Committee  may  from  time to time approve.   The  Committee
shall  have the authority to grant Incentive Stock  Options,
Non-Qualified Stock Options, or both types of Stock  Options

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and  which  may  be  granted alone or in addition  to  other
awards granted under the Plan.  To the extent that any Stock
Option intended to qualify as an Incentive Stock Option does
not  so qualify, it shall constitute a separate Nonqualified
Stock Option.  An Incentive Stock Option may be granted only
within  the  ten-year period commencing from  the  Effective
Date  and may only be exercised within ten years of the date
of  grant  or  five years in the case of an Incentive  Stock
Option  granted to an optionee ("10% Stockholder")  who,  at
the  time of grant, owns Stock possessing more than  10%  of
the  total combined voting power of all classes of stock  of
the Company.

     6.2  Terms and Conditions.  Stock Options granted under
the  Plan  shall  be  subject to  the  following  terms  and
conditions:

          (a)  Exercise Price.  The exercise price per share
of   Stock  purchasable  under  a  Stock  Option  shall   be
determined by the Committee at the time of grant and may not
be  less than 100% of the Fair Market Value of the Stock  as
defined above; provided, however, that the exercise price of
an Incentive Stock Option granted to a 10% Stockholder shall
not be less than 110% of the Fair Market Value of the Stock.

           (b)  Option Term.  Subject to the limitations  in
Section  6.1, above, the term of each Stock Option shall  be
fixed by the Committee.

           (c)   Exercisability.   Stock  Options  shall  be
exercisable at such time or times and subject to such  terms
and  conditions as shall be determined by the Committee  and
as  set  forth  in  Section  11, below.   If  the  Committee
provides,  in  its  discretion, that  any  Stock  Option  is
exercisable only in installments, i.e., that it  vests  over
time,  the  Committee  may waive such  installment  exercise
provisions  at  any time at or after the time  of  grant  in
whole  or  in part, based upon such factors as the Committee
shall determine.

           (d)   Method  of Exercise.  Subject  to  whatever
installment,  exercise  and waiting  period  provisions  are
applicable  in  a  particular case,  Stock  Options  may  be
exercised in whole or in part at any time during the term of
the  Option,  by  giving written notice of exercise  to  the
Company  specifying  the number of shares  of  Stock  to  be
purchased.   Such notice shall be accompanied by payment  in
full  of  the  purchase price, which shall be  in  cash  or,
unless  otherwise provided in the Agreement,  in  shares  of
Stock  (including  Restricted  Stock  and  other  contingent
awards  under  this Plan) or, partly in cash and  partly  in
such   Stock,  or  such  other  means  which  the  Committee
determines  are  consistent  with  the  Plan's  purpose  and
applicable  law.   Cash  payments  shall  be  made  by  wire
transfer, certified or bank check or personal check, in each
case payable to the order of the Company; provided, however,
that   the   Company  shall  not  be  required  to   deliver
certificates for shares of Stock with respect  to  which  an
Option  is  exercised until the Company  has  confirmed  the
receipt  of  good  and available funds  in  payment  of  the
purchase price thereof.  Payments in the form of Stock shall
be  valued at the Fair Market Value of a share of  Stock  on
the date prior to the date of exercise.  Such payments shall
be made by delivery of stock certificates in negotiable form
which are effective to transfer good and valid title thereto
to  the Company, free of any liens or encumbrances.  Subject
to  the  terms of the Agreement, the Committee may,  in  its
sole  discretion, at the request of the Holder, deliver upon
the exercise of a Nonqualified Stock Option a combination of
shares  of  Deferred Stock and Common Stock; provided  that,
notwithstanding the provision of Section 9 of the Plan, such
              
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Deferred  Stock  shall be fully vested and  not  subject  to
forfeiture.   A Holder shall have none of the  rights  of  a
stockholder with respect to the shares subject to the Option
until  such  shares shall be transferred to the Holder  upon
the exercise of the Option.

           (e)   Transferability.  No Stock Option shall  be
transferable by the Holder other than by will or by the laws
of  descent and distribution, and all Stock Options shall be
exercisable,  during  the Holder's  lifetime,  only  by  the
Holder.

           (f)   Termination  by  Reason  of  Death.   If  a
Holders'   employment  by  the  Company  or   a   Subsidiary
terminates by reason of death, any Stock Option held by such
Holder, unless otherwise determined by the Committee at  the
time of grant and set forth in the Agreement, shall be fully
vested  and  may  thereafter  be  exercised  by  the   legal
representative  of  the estate or by   the  legatee  of  the
Holder  under  the will of the Holder, for a period  of  one
year  (or  such  other  greater  or  lesser  period  as  the
Committee may specify at grant) from the date of such  death
or  until  the expiration of the stated term of  such  Stock
Option, which ever period is the shorter.

           (g)   Termination by Reason of Disability.  If  a
Holder's   employment  by  the  Company  or  any  Subsidiary
terminates by reason of Disability, any Stock Option held by
such Holder, unless otherwise determined by the Committee at
the  time of grant and set forth in the Agreement, shall  be
fully  vested and may thereafter be exercised by the  Holder
for  a  period of one year (or such other greater or  lesser
period  as  the Committee may specify at the time of  grant)
from the date of such termination of employment or until the
expiration  of  the  stated  term  of  such  Stock   Option,
whichever period is the shorter.

          (h)  Other Termination.  Subject to the provisions
of  Section 14.3, below, and unless otherwise determined  by
the  Committee  at the time of grant and set  forth  in  the
Agreement,  if a Holder is an employee of the Company  or  a
Subsidiary  at  the  time  of grant  and  if  such  Holder's
employment  by the Company or any Subsidiary terminates  for
any  reason other than death or Disability, the Stock Option
shall thereupon automatically terminate, except that if  the
Holder's  employment  is terminated  by  the  Company  or  a
Subsidiary  without cause or due to Normal Retirement,  then
the  portion  of such Stock Option which has vested  on  the
date  of termination of employment may be exercised for  the
lesser  of  three months after termination of employment  or
the balance of such Stock Option's term.

          (i)  Additional Incentive Stock Option Limitation.
In the case of an Incentive Stock Option, the aggregate Fair
Market  Value of Stock (determined at the time of  grant  of
the  Option)  with respect to which Incentive Stock  Options
become  exercisable  by a Holder during  any  calendar  year
(under  all  such plans of the Company and  its  Parent  and
Subsidiary) shall not exceed $100,000.

            (j)   Buyout  and  Settlement  Provisions.   The
Committee may at any time, in its sole discretion, offer  to
buy  out a Stock Option previously granted, based upon  such
terms  and  conditions as the Committee shall establish  and
communicate  to the Holder at the time that  such  offer  is
made.

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           (k)   Stock  Option Agreement.  Each grant  of  a
Stock  Option shall be confirmed by and shall be subject  to
the  terms of, the Agreement executed by the Company and the
Holder.

     6.3  Stock Reload Option.  The Committee may also grant
to  the  Holder (concurrently with the grant of an Incentive
Stock  Option and at or after the time of grant in the  case
of  a Nonqualified Stock Option) a Stock Reload Option up to
the  amount  of  shares of Stock held by the Holder  for  at
least six months and used to pay all or part of the exercise
price  of an Option and, if any, withheld by the Company  as
payment  for  withholding taxes.  Such Stock  Reload  Option
shall  have an exercise price equal to the Fair Market Value
as of the date of the Stock Reload Option grant.  Unless the
Committee determines otherwise, a Stock Reload Option may be
exercised commencing one year after it is granted and  shall
expire on the date of expiration of the Option to which  the
Reload Option is related.

Section 7.     Stock Appreciation Rights.

     7.1  Grant and Exercise.  The Committee may grant Stock
Appreciation  Rights to participants who have been,  or  are
being granted, Options under the Plan as a means of allowing
such participants to exercise their Options without the need
to  pay  the  exercise price in cash.   In  the  case  of  a
Nonqualified Stock Option, a Stock Appreciation Right may be
granted  either at or after the time of the  grant  of  such
Nonqualified  Stock  Option.  In the case  of  an  Incentive
Stock Option, a Stock Appreciation Right may be granted only
at the time of the grant of such Incentive Stock Option.

      7.2   Terms and Conditions.  Stock Appreciation Rights
shall be subject to the following terms and conditions:

           (a)   Exercisability.  Stock Appreciation  Rights
shall be exercisable as determined by the Committee and  set
forth in the Agreement, subject to the limitations, if  any,
imposed by the Code, with respect to related Incentive Stock
Options.

           (b)   Termination.   A Stock  Appreciation  Right
shall terminate and shall no longer be exercisable upon  the
termination or exercise of the related Stock Option.

           (c)   Method  of  Exercise.   Stock  Appreciation
Rights  shall be exercisable upon such terms and  conditions
as shall be determined by the Committee and set forth in the
Agreement and by surrendering the applicable portion of  the
related Stock Option.  Upon such exercise and surrender, the
Holder  shall  be  entitled to receive a  number  of  Option
Shares equal to the SAR Value divided by the exercise  price
of the Option.

          (d)  Shares Affected Upon Plan.  The granting of a
Stock  Appreciation Rights shall not affect  the  number  of
shares  of Stock available under for awards under the  Plan.
The  number  of shares available for awards under  the  Plan
will,  however, be reduced by the number of shares of  Stock
acquirable  upon exercise of the Stock Option to which  such
Stock Appreciation right relates.

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Section 8.     Restricted Stock.

      8.1  Grant.  Shares of Restricted Stock may be awarded
either  alone  or in addition to other awards granted  under
the  Plan.   The  Committee  shall  determine  the  eligible
persons  to whom, and the time or times at which, grants  of
Restricted Stock will be awarded, the number of shares to be
awarded,  the price (if any) to be paid by the  Holder,  the
time  or  times within which such awards may be  subject  to
forfeiture (the "Restriction Period"), the vesting  schedule
and  rights to acceleration thereof, and all other terms and
conditions of the awards.

     8.2  Terms and Conditions.  Each Restricted Stock award
shall be subject to the following terms and conditions:

          (a)  Certificates.  Restricted Stock, when issued,
will  be  represented by a stock certificate or certificates
registered in the name of the Holder to whom such Restricted
Stock  shall  have  been  awarded.  During  the  Restriction
Period,  certificates representing the Restricted Stock  and
any   securities  constituting  Retained  Distributions  (as
defined  below)  shall  bear a legend  to  the  effect  that
ownership  of  the  Restricted  Stock  (and  such   Retained
Distributions), and the enjoyment of all rights  appurtenant
thereto,   are  subject  to  the  restrictions,  terms   and
conditions  provided  in the Plan and the  Agreement.   Such
certificates  shall  be deposited by  the  Holder  with  the
Company, together with stock powers or other instruments  of
assignment,  each  endorsed  in  blank,  which  will  permit
transfer  to  the  Company of all  or  any  portion  of  the
Restricted  Stock  and any securities constituting  Retained
Distributions  that shall be forfeited  or  that  shall  not
become vested in accordance with the Plan and the Agreement.

           (b)   Rights  of Holder.  Restricted Stock  shall
constitute issued and outstanding shares of Common Stock for
all  corporate purposes.  The Holder will have the right  to
vote  such  Restricted  Stock, to  receive  and  retain  all
regular   cash   dividends   and   other   cash   equivalent
distributions  as  the  Board may  in  its  sole  discretion
designate, pay or distribute on such Restricted Stock and to
exercise all other rights, powers and privileges of a holder
of  Common Stock with respect to such Restricted Stock, with
the  exceptions that (i) the Holder will not be entitled  to
delivery   of   the   stock  certificate   or   certificates
representing  such  Restricted Stock until  the  Restriction
Period  shall  have  expired  and  unless  all  other   vest
requirements with respect thereto shall have been fulfilled;
(ii)   the   Company  will  retain  custody  of  the   stock
certificate  or  certificates  representing  the  Restricted
Stock  during  the  Restriction  Period;  (iii)  other  than
regular   cash   dividends   and   other   cash   equivalent
distributions  as  the  Board may  in  its  sole  discretion
designate,  pay  or  distribute,  the  Company  will  retain
custody of all distributions ("Retained Distributions") made
or  declared with respect to the Restricted Stock (and  such
Retained   Distributions  will  be  subject  to   the   same
restrictions, terms and conditions as are applicable to  the
restricted  Stock)  until  such  time,  if  ever,   as   the
Restricted  Stock  with  respect  to  which  such   Retained
Distributions  shall have been made, paid or declared  shall
have become vested and with respect to which the Restriction
Period  shall  have expired; (iv) a breach  of  any  of  the
restrictions, terms or conditions contained in this Plan  or

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the Agreement or otherwise established by the Committee with
respect  to  any Restricted Stock or Retained  Distributions
will  cause  a forfeiture of such Restricted Stock  and  any
Retained Distributions with respect thereto.

           (c)  Vesting; Forfeiture.  Upon the expiration of
the  Restriction  Period  with  respect  to  each  award  of
Restricted   Stock  and  the  satisfaction  of   any   other
applicable  restrictions, terms and conditions  (i)  all  or
part  of  such  Restricted  Stock  shall  become  vested  in
accordance  with  the  terms of the  Agreement,  subject  to
Section 11, below, and (ii) any Retained Distributions  with
respect to such Restricted Stock shall become vested to  the
extent that the Restricted Stock related thereto shall  have
become  vested,  subject to Section  11,  below.   Any  such
Restricted Stock and Retained Distributions that do not vest
shall  be forfeited to the Company and the Holder shall  not
thereafter  have any rights with respect to such  Restricted
Stock  and  Retained Distributions that shall have  been  so
forfeited.

Section 9.     Deferred Stock.

      9.1   Grant.  Shares of Deferred Stock may be  awarded
either  alone  or in addition to other awards granted  under
the  Plan.   The  Committee  shall  determine  the  eligible
persons  to  whom and the time or times at which  grants  of
Deferred  Stock shall be awarded, the number  of  shares  of
Deferred Stock to be awarded to any person, the duration  of
the  period  (the "Deferral Period") during which,  and  the
conditions  under  which, receipt  of  the  shares  will  be
deferred,  and  all  the other terms and conditions  of  the
awards.

      9.2   Terms and Conditions.  Each Deferred Stock award
shall be subject to the following terms and conditions:

           (a)   Certificates.   At the  expiration  of  the
Deferral  Period (or the Additional Deferral Period referred
to  in  Section  9.2  (d) below, where  applicable),  shares
certificates shall be issued and delivered to the Holder, or
his  legal representative, representing the number equal  to
the shares covered by the Deferred Stock award.

           (b)   Rights  of  Holder.  A person  entitled  to
receive  Deferred  stock shall not  have  any  rights  of  a
stockholder by virtue of such award until the expiration  of
the applicable Deferral Period and the issuance and delivery
of  the certificates representing such Stock.  The shares of
Stock  issuable upon expiration of the Deferral Period shall
not   be  deemed  outstanding  by  the  Company  until   the
expiration  of  such Deferral period and  the  issuance  and
delivery of such Stock to the Holder.

           (c)  Vesting; Forfeiture.  Upon the expiration of
the  Deferral Period with respect to each award of  Deferred
Stock   and   the  satisfaction  of  any  other   applicable
restrictions,  terms  and conditions all  or  part  of  such
Deferred  Stock shall become vested in accordance  with  the
terms  of the Agreement, subject to Section 11, below.   Any
such Deferred Stock that does not vest shall be forfeited to
the  Company  and the Holder shall not thereafter  have  any
rights with respect to such Deferred Stock.

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           (d)   Additional Deferral Period.  A  Holder  may
request  to,  and the Committee may at any time,  defer  the
receipt of an award (or an installment of an award)  for  an
additional specified period or until a specified event  (the
"Additional  Deferral Period").  Subject to  any  exceptions
adopted  by  the Committee, such request must  generally  be
made  at  least one year prior to expiration of the Deferral
Period for such Deferred Stock awards (or such installment).

Section 10.    Other Stock-Based Awards.

      10.1 Grant and Exercise.  Other Stock-Based Awards may
be  awarded,  subject to limitations under  applicable  law,
that  are  denominated or payable, in value in whole  or  in
part by reference to, or otherwise based on, or related  to,
shares  of  Common Stock, as deemed by the Committee  to  be
consistent with the purposes of the Plan, including, without
limitation, purchase rights, shares of Common Stock  awarded
which  are  not  subject to any restrictions or  conditions,
convertible  or  exchangeable debentures,  or  other  rights
convertible into shares of Common Stock and awards valued by
reference  to the value of securities of or the  performance
of  specified subsidiaries.  Other Stock-Based Awards may be
awarded either alone or in addition to or in tandem with any
other  awards  under  this Plan or any  other  plan  of  the
Company.

      10.2  Eligibility for Other Stock-Based  Awards.   The
Committee shall determine the eligible persons to  whom  and
the  time or times at which grants of such other stock-based
awards  shall be made, the number of shares of Common  Stock
to  be  awarded pursuant to such awards, and all other terms
and conditions of the awards.

      10.3  Terms  and  Conditions.  Each Other  Stock-Based
Award  shall be subject to such terms and conditions as  may
be determined by the Committee and to Section 11, below.

Section 11.    Accelerated Vesting and Exercisability.

      If  (i)  any  person or entity other than the  Company
and/or  any stockholders of the Company as of the  Effective
Date  acquire  securities of the Company  (in  one  or  more
transactions) having 25% or more of the total  voting  power
of  all  the Company's securities then outstanding and  (ii)
the Board of Directors of the Company does not authorize  or
otherwise  approve  such  acquisition,  then,  the   vesting
periods of any and all Options and other awards granted  and
outstanding under the Plan shall be accelerated and all such
Options  and awards will immediately and entirely vest,  and
the respective holders thereof will have the immediate right
to purchase and/or receive any and all Stock subject to such
Options  and awards on the terms set forth in this Plan  and
the   respective  agreements  respecting  such  Options  and
awards.

Section 12.    Amendment and Termination.

     Subject to Section 4 hereof, the Board may at any time,
and  from time to time, amend, alter, suspend or discontinue

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any  of  the  provisions  of the  Plan,  but  no  amendment,
alteration, suspension or discontinuance shall be made which
would  impair  the  rights of a Holder under  any  Agreement
theretofore  entered  into hereunder, without  the  Holder's
consent.

Section 13.    Term of Plan.

     13.1 Effective Date.  The Plan shall be effective as of
the  date  on which the Company's stockholders approved  the
Plan ("Effective Date").

     13.2 Termination Date.  Unless terminated by the Board,
this Plan shall continue to remain effective until such time
no  further  awards  may be granted and all  awards  granted
under  the  Plan are no longer outstanding.  Notwithstanding
the foregoing, grants of Incentive Stock Options may only be
made  during  the  ten-year period following  the  Effective
Date.

Section 14.    General Provisions.

      14.1 Written Agreements.  Each award granted under the
Plan  shall  be  confirmed by, and shall be subject  to  the
terms  of  the  Agreement executed by the  Company  and  the
Holder.   The Committee may terminate any award  made  under
the  Plan  if the Agreement relating thereto is not executed
and  returned  to  the  Company within  10  days  after  the
Agreement  has been delivered to the Holder for his  or  her
execution.

      14.2 Unfunded Status of Plan.  The Plan is intended to
constitute  an  "unfunded" plan for incentive  and  deferred
compensation.  With respect to any payments not yet made  to
a Holder by the Company, nothing contained herein shall give
any such Holder any rights that are greater than those of  a
general creditor of the Company.

     14.3 Employees.

          (a)  Engaging in Competition With the Company.  In
the  event  a  Holder's employment with  the  Company  or  a
Subsidiary  is  terminated for any  reason  whatsoever,  and
within  one year after the date thereof such Holder  accepts
employment  with any competitor of, or otherwise engages  in
competition  with, the Company, the Committee, in  its  sole
discretion, may require such Holder to return to the Company
the  economic  value  of  any award which  was  realized  or
obtained  by  such  Holder at any  time  during  the  period
beginning on that date which is six months prior to the date
of such Holder's termination of employment with the Company.

          (b)  Termination for Cause.  The Committee may, in
the  event  a  Holder's employment with  the  company  or  a
Subsidiary is terminated for cause, annul any award  granted
under this Plan to return to the  Company the economic value
of  any  award which was realized or obtained by such Holder
at  any time during the period beginning on that date  which
is six months prior to the date of such Holder's termination
of employment with the Company.
 
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          (c)  No Right of Employment.  Nothing contained in
the Plan or in any award hereunder shall be deemed to confer
upon  any  Holder who is an employee of the Company  or  any
Subsidiary  any  right  to  continued  employment  with  the
Company or any Subsidiary, nor shall it interfere in any way
with the right of the Company or any Subsidiary to terminate
the employment of any Holder who is an employee at any time.

      14.4  Investment Representations.  The  Committee  may
require each person acquiring shares of Stock pursuant to  a
Stock  Option or other award under the Plan to represent  to
and  agree  with the Company in writing that the  Holder  is
acquiring  the  shares  for investment  without  a  view  to
distribution thereof.

       14.5   Additional  Incentive  Arrangements.   Nothing
contained in the Plan shall prevent the Board from  adopting
such  other or additional incentive arrangements as  it  may
deem  desirable, including, but not limited to, the granting
of  Stock  Options  and  the  awarding  of  stock  and  cash
otherwise than under the Plan; and such arrangements may  be
either  generally applicable or applicable only in  specific
cases.

      14.6 Withholding Taxes.  Not later than the date as of
which  an amount must first be included in the gross  income
of  the  Holder for Federal income tax purposes with respect
to  any  option  or other award under the Plan,  the  Holder
shall  pay to the Company, or made arrangements satisfactory
to  the  Committee  regarding the payment of,  any  Federal,
state  and  local taxes of any kind required by  law  to  be
withheld  or paid with respect to such amount.  If permitted
by the Committee, tax withholding or payment obligations may
be settled with Common Stock, including Common Stock that is
part  of  the  award  that  gives rise  to  the  withholding
requirement.  The obligations of the Company under the  Plan
shall  be conditioned upon such payment or arrangements  and
the  Company  or the Holder's employer (if not the  Company)
shall,  to  the extent permitted by law, have the  right  to
deduct   any  such  taxes  from  any  payment  of  any  kind
otherwise  due  to  the  Holder  from  the  Company  or  any
Subsidiary.

      14.7 Governing Law.  The Plan and all awards made  and
actions  taken thereunder shall be governed by and construed
in  accordance with the laws of the State of Nevada (without
regard to choice of law provisions).

      14.8 Other Benefit Plans.  Any award granted under the
Plan  shall  not  be  deemed compensation  for  purposes  of
computing benefits under any retirement plan of the  Company
or  any  Subsidiary and shall not affect any benefits  under
any  other benefit plan now or subsequently in effect  under
which  the availability or amount of benefits is related  to
the  level  of  compensation (unless  required  by  specific
reference in any such other plan to awards under this Plan).

       14.9   Non-Transferability.   Except   as   otherwise
expressly  provided in the Plan, no right or  benefit  under
the  Plan  may  be alienated, sold, assigned,  hypothecated,
pledged,  exchanged, transferred, encumbranced  or  charged,
and  any  attempt  to  alienate, sell, assign,  hypothecate,
pledge,  exchange,  transfer, encumber or  charge  the  same
shall be void.

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      14.10      Applicable  Laws.  The obligations  of  the
Company  with respect to all Stock Options and awards  under
the  Plan shall be subject to (i) all applicable laws, rules
and  regulations  and  such approvals  by  any  governmental
agencies  as may be required, including, without limitation,
the  Securities Act of 1933, as amended, and (ii) the  rules
and  regulations  of any securities exchange  on  which  the
Stock may be listed.

     14.11     Conflicts.  If any of the terms or provisions
of the Plan or an Agreement (with respect to Incentive Stock
Options)  conflict with the requirements of Section  422  of
the  Code,  then  such terms or provisions shall  be  deemed
inoperative  to  the  extent  they  so  conflict  with   the
requirements of said Section 422 of the Code.  Additionally,
if this Plan or any Agreement does not contain any provision
required  to  be included herein under Section  422  of  the
Code,  such  provision shall be deemed  to  be  incorporated
herein and therein with the same force and effect as if such
provision had been set out at length herein and therein.  If
any of the terms or provision of any Agreement conflict with
any  terms  or  provision of the Plan, then  such  terms  or
provision shall be deemed inoperative to the extent they  so
conflict  with  the requirements of the Plan.  Additionally,
if  any Agreement does not contain any provision required to
be  included therein under the Plan, such provision shall be
deemed  to  be incorporated therein with the same force  and
effect  as  if  such provision had been set  out  at  length
therein.

     14.12     Non-Registered Stock.  The shares of Stock to
be  distributed  under this Plan have not been,  as  of  the
Effective Date, registered under the Securities Act of 1933,
as  amended,  or any applicable state or foreign  securities
laws  and  the  Company has no obligation to any  Holder  to
register  the Stock or to assist the Holder in obtaining  an
exemption from the various registration requirements, or  to
list the Stock on a national securities exchange.








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