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                                                                    EXHIBIT 10.2

                             NAB ASSET CORPORATION
                        1996 INCENTIVE STOCK OPTION PLAN



1.   PURPOSE OF THE PLAN

     This NAB Asset Corporation 1996 Incentive Stock Plan is intended to provide
a means through which the Company and its Subsidiaries may attract able persons
to enter into the employ of the Company or its Subsidiaries, and to promote the
interests of the Company by providing the employees and consultants of the
Company or any Subsidiary corporation, who are largely responsible for the
management, growth and protection of the business of the Company, with a
proprietary interest in the Company, thereby strengthening their concern for the
welfare of the Company and their desire to remain in its employ.

2.  DEFINITIONS

  As used in the Plan, the following definitions apply to the terms indicated
below:

     (a)  "Board of Directors" shall mean the Board of Directors of NAB Asset
          Corporation.

     (b) "Cause," when used in connection with the termination of a
         Participant's employment with the Company, shall mean the termination
         of the Participant's employment by the Company by reason of (I) the
         conviction of the Participant by a court of competent jurisdiction as
         to which no further appeal can be taken of a crime involving moral
         turpitude; (ii) the proven commission by the Participant of an act of
         fraud upon the Company; (iii) the willful and proven misappropriation
         of any funds or property of the Company by the Participant; (iv) the
         willful, continued and unreasonable engagement by the Participant to
         perform duties assigned to him and agreed to by him; (v) the knowing
         engagement by the Participant in any direct, material conflict of
         interest with the Company without compliance with the Company's
         conflict of interest policy, if any, then in effect; (vi) the knowing
         engagement by the Participant, without the written approval of the
         Board of Directors of the Company, in any activity which competes with
         the business of the Company or which would result in a material injury
         to the Company; or (vii) the knowing engagement in any activity which
         would constitute a material violation of the provisions of the
         Company's Policies and Procedures Manual, if any, then in effect.

     (c) "Cash Bonus" shall mean an award of a bonus payable in cash
         pursuant to Section 10 hereof.

     (d) "Change in Control" shall mean:

            (i)  a "change in control" of the Company, as that term is
                 contemplated in the federal securities laws; or
            (ii) the occurrence of any of the following events:

            (1)  any Person becomes, after the effective date of this Plan, the
            "beneficial owner" (as defined in Rule 13d-3 promulgated under the
            Exchange Act), directly or indirectly, of securities of the Company
            representing 40% or more of the combined voting power of the
            Company's then outstanding securities; provided, that the Board of
            Directors (as constituted immediately prior to such person becoming
            such a beneficial owner) may determine, in its sole discretion, that
            a Change in Control has not occurred; and provided further, that the
            acquisition of additional voting securities, after the effective
            date of this Plan, by any Person who is, as of the

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            effective date of this Plan, the beneficial owner, directly or
            indirectly, of [30%] or more of the combined voting power of the
            Company's then outstanding securities shall not constitute a "Change
            in Control" of the Company for purposes of this Section 2(d).

            (2)  a majority of individuals who are nominated by the Board of
            Directors for election to the Board of Directors on any date, fail
            to be elected to the Board of Directors as a direct or indirect
            result of any proxy fight or contested election for positions on the
            Board of Directors; or

            (3)  The Board of Directors determines in its sole and absolute
            discretion that there has been a change in control of the Company.

     (e) "Code" shall mean the Internal Revenue Code of 1986, as amended from
         time to time.  Reference in the Plan to any Section of the Code shall
         be deemed to include any amendments or successor provisions to any
         Section and any treasury regulations thereunder.

     (f) "Committee" shall mean the Compensation Committee of the Board of
         Directors or such other committee as the Board of Directors shall
         appoint from time to time to administer the Plan.

     (g) "Common Stock" shall mean the Company's common stock, par value $.10
         per share.

     (h) "Company" shall mean NAB Asset Corporation, a Texas corporation, and
         each of its Subsidiaries, and its successors.

     (i) "Consultant" shall mean any person who is engaged by the Company or
         any Subsidiary to render consulting services and is compensated for
         such services.

     (j) "Employee" shall mean any person who is an employee of the Company or
         any Subsidiary within the meaning of Section 3401( c) of the Code and
         the applicable interpretive authority thereunder.

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

     (l) the "Fair Market Value" of a share of Common Stock on any date shall
         be (1) the closing sales price on the immediately preceding business
         day of a share of Common Stock as reported on the principal securities
         exchange on which shares of Common Stock are then listed or admitted to
         trading or (2) if not so reported, the average of the closing bid and
         asked prices for a share of Common Stock on the immediately preceding
         business day as quoted on the National Association of Securities
         Dealers Automated Quotation System ("NASDAQ") or (3) if not quoted on
         NASDAQ, the average of the closing bid and asked prices for a share of
         Common Stock as quoted by the National Quotation Bureau's "Pink
         Sheets") or the National Association of Securities Dealers' OTC
         Bulletin Board System.  If the price of a share of Common Stock shall
         not be so reported, the Fair Market Value of a share of Common Stock
         shall be determined by the Committee in its absolute discretion.

     (m) "Incentive Award" shall mean an Option, a share of Restricted Stock, a
         share of Phantom Stock a Stock Bonus or Cash Bonus granted pursuant to
         the terms of the Plan.

     (n) "Incentive Stock Option" shall mean an Option which is an "incentive
         stock option" within the meaning of Section 422 of the Code and which
         is identified as an Incentive Stock Option in the agreement by which it
         is evidenced.

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     (o) "Issue Date" shall mean the date established by the Committee on which
         certificates representing shares of Restricted Stock shall be issued by
         the Company pursuant to the terms of Section 7(d) hereof.

     (p) "Non-Qualified Stock Option" shall mean an Option which is not an
         Incentive Stock Option and which is identified as a Non-Qualified Stock
         Option in the agreement by which it is evidenced.

     (q) "Option" shall mean an option to purchase shares of Common Stock of
         the Company granted pursuant to Section 6 hereof.  Each Option shall be
         identified as either an Incentive Stock Option or a Non-Qualified Stock
         Option in the agreement by which it is evidenced.

     (r) "Parent" shall mean a "parent corporation" of the Company, whether
         now or hereafter existing, as defined in Section 424(e) of the Code.

     (s) "Participant" shall mean an Employee or Consultant who is eligible to
         participate in the Plan and to whom an Incentive Award is granted
         pursuant to the Plan, and, upon his death, his successors, heirs,
         executors and administrators, as the case may be, to the extent
         permitted hereby.

     (t) "Person" shall mean a "person," as such term is used in Section 13(d)
         and 14(d) of the Exchange Act, and the rules and regulations in effect
         from time to time thereunder.

     (u) a share of "Phantom Stock" shall represent the right to receive in
         cash the Fair Market Value of a share of Common Stock of the Company,
         which right is granted pursuant to Section 8 hereof and subject to the
         terms and conditions contained therein.

     (v) "Plan" shall mean the NAB Asset Corporation 1996 Incentive Stock Plan,
         as it may be amended from time to time.

     (w) a share of "Restricted Stock" shall mean a share of Common Stock which
         is granted pursuant to the terms of Section 7 hereof and which is
         subject to the restrictions set forth in Section 7 (c) hereof for so
         long as such restrictions continue to apply to such share.

     (x) "Securities Act" shall mean the Securities Act of 1933, as amended
         from time to time.

     (y) "Stock Bonus" shall mean a grant of a bonus payable in shares of
         Common Stock pursuant to Section 9 hereof.

     (z) "Subsidiary" or "Subsidiaries" shall mean any and all corporations in
         which at the pertinent time the Company owns, directly or indirectly,
         stock vested with more than 50% of the total combined voting power of
         all classes of stock of such corporations within the meaning of Section
         424(f) of the Code.

     (aa)"Vesting Date" shall mean the date established by the Committee on
          which a share of Restricted Stock or Phantom Stock may vest.



3.  STOCK SUBJECT TO THE PLAN

     Under the Plan, the Committee may grant to Participants: (a) Options; (b)
shares of Restricted Stock; (c ) shares of Phantom Stock; (d) Stock Bonuses; and
(e) Cash Bonuses.

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     The Committee may grant Options, shares of Restricted Stock, Performance
Awards, shares of Phantom Stock and Stock Bonuses under the Plan with respect to
a number of shares of Common Stock that in the aggregate at any time does not
exceed 500,000 shares of Common Stock, subject to adjustment pursuant to Section
11 hereof. The grant of a Cash Bonus shall not reduce the number of shares of
Common Stock with respect to which Options, shares of Restricted Stock, shares
of Phantom Stock or Stock Bonuses may be granted pursuant to the Plan.
Notwithstanding, any provision in the Plan to the contrary, the maximum number
of shares of Common Stock that may be subject to Incentive Awards granted to any
one individual during any calendar year shall be 120,000 shares of Common Stock,
                                                 -------
subject to adjustment under Section 11 hereof.  The limitation set forth in the
preceding sentence shall be applied in a manner which will permit compensation
generated in connection with the exercise of Options to constitute "qualified
performance-based compensation" for purposes of Section 162(m) of the Code,
including, without limitation, counting against such maximum number of shares,
to the extent required under Section 162(m) of the Code and applicable
interpretive authority thereunder, any shares subject to Options that are
canceled or repriced.

     If any outstanding Option expires, terminates or is canceled for any
reason, the shares of Common Stock subject to the unexercised portion of such
Option shall again be available for grant under the Plan. If any shares of
Restricted Stock or Phantom Stock, or any shares of Common Stock granted as a
Stock Bonus are forfeited or canceled for any reason, such shares shall again be
available for grant under the Plan.

     Shares of Common Stock issued under the Plan may be either newly issued or
treasury shares, at the discretion of the Committee.

4.  ADMINISTRATION OF THE PLAN

     The Plan shall be administered by a Committee of the Board of Directors
consisting of two or more persons, each of whom shall be both (a) a
"disinterested person" within the meaning of Rule 16b-3(2) (i) promulgated under
Section 16 of the Exchange Act and (ii) an "outside director" within the meaning
of Section 162(m) of the Code and applicable interpretive authority thereunder.
The Committee shall from time to time designate the key Employees and
Consultants of the Company who shall be granted Incentive Awards and the amount
and type of such Incentive Awards.

     The Committee shall have full authority to administer the Plan, including
authority to interpret and construe any provision of the Plan and the terms of
any Incentive Award issued under it and to adopt such rules and regulations for
administering the Plan as it may deem necessary. Decisions of the Committee
shall be final and binding on all parties.

     The Committee may, in its sole discretion (a) accelerate the date on which
any option granted under the Plan becomes exercisable, (b) extend the date on
which any Option granted under the Plan ceases to be exercisable, (c )
accelerate the Vesting Date or Issue Date, or waive any condition imposed
pursuant to Section 7(b) hereof, with respect to any share of Restricted Stock
granted under the Plan and (d) accelerate the Vesting Date or waive any
condition imposed pursuant to Section 8 hereof, with respect to any share of
Phantom Stock granted under the Plan.

     In addition, the Committee may, in its absolute discretion, grant Incentive
Awards to Participants on the condition that such Participant surrender to the
Committee for cancellation such other Incentive Awards (including, without
limitation, Incentive Awards with higher exercise prices) as the Committee
specifies. Notwithstanding Section 3 hereof, Incentive Awards granted on the
condition of surrender of outstanding Incentive Awards shall not count against
the limits set forth in such Section 3 until such time as such Incentive Awards
are surrendered.

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     Except as provided in Section 6(e)(4) hereof, whether an authorized leave
of absence, or absence in military or government service, shall constitute
termination of employment shall be determined by the Committee in its absolute
discretion.

     No member of the Committee shall be liable for any action, omission, or
determination relating to the Plan, and the Company shall indemnify and hold
harmless each member of the Committee and each other director or employee of the
Company to whom any duty or power relating to the administration or
interpretation of the Plan has been delegated from and against any cost or
expense (including attorney's fees) or liability (including any sum paid in
settlement of a claim with the approval of the Committee) arising out of any
action, omission or determination relating to the Plan, unless, in either case,
such action, omission or determination was taken or made by such member,
director or employee in bad faith and without reasonable belief that it was in
the best interests of the Company.

5.   ELIGIBILITY

     The persons who shall be eligible to receive Incentive Awards pursuant to
the Plan shall be (a) those Employees who are largely responsible for the
management, growth and protection of the business of the Company or any
Subsidiary (including officers of the Company, whether or not they are directors
of the Company) or (b) any Consultants, as the Committee, in its absolute
discretion, shall select from time to time; provided, however, Incentive Stock
Options may only be granted to Employees.

6.   OPTIONS

     The Committee may grant Options pursuant to the Plan, which Options shall
be evidenced by agreements in such form as the Committee shall from time to time
approve.  Options shall comply with and be subject to the following terms and
conditions:

       (a)   Identification of Options
             -------------------------

              All Options granted under the Plan shall be clearly identified in
the agreement evidencing such Options as either Incentive Stock Options or as
Non-Qualified Stock Options.

       (b)   Exercise Price
              --------------

           The exercise price of any Option granted under the Plan shall be such
price as the Committee shall determine on the date on which such Option is
granted; provided, that such price shall be not less than 100% of the Fair
Market Value of a share of Common Stock on the date on which such Option is
granted, subject to (1) the restrictions provided in Section 6(d) hereof and (2)
the adjustments provided in Section 11 hereof.

       (c )   Term and Exercise of Options
              ----------------------------

            (1)  Each Option shall be exercisable on such date or dates, during
            such period and for such number of shares of Common Stock as shall
            be determined by the Committee on the day on which such Option is
            granted and set forth in the agreement evidencing the Option;
            provided, however, that (A) subject to the restrictions provided in
            Section 6(d) hereof, no Option shall be exercisable after the
            expiration of ten years from the date such Option was granted and
            (B) no Option shall be exercisable until six months after the date
            of grant; and, provided, further, that each Option shall be subject
            to earlier termination, expiration or cancellation as provided in
            the Plan.

            (2)  Each Option shall be exercisable in whole or in part with
            respect to whole shares of Common Stock.  The partial exercise of an
            Option shall not cause the expiration,

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            termination or cancellation of the remaining portion thereof. Upon
            the partial exercise of an Option, the agreement evidencing such
            Option shall be returned to the Participant exercising such Option
            together with the delivery of the certificates described in Section
            6(c)(5) hereof.

            (3)  An Option shall be exercised by delivering notice to the
            Company's principal office, to the attention of its Secretary, no
            fewer than five business days in advance of the effective date of
            the proposed exercise.  Such notice shall be accompanied by the
            agreement evidencing the Option, shall specify the number of shares
            of Common Stock with respect to which the Option is being exercised
            and the effective date of the proposed exercise, and shall be signed
            by the Participant.  Participant may withdraw such notice at any
            time prior to the close of business on the business day immediately
            preceding the effective date of the proposed exercise, in which case
            such agreement shall be returned to the Participant.  Payment for
            shares of Common Stock purchased upon the exercise of an Option
            shall be made on the effective date of such exercise either (a) in
            cash, by certified check, bank cashier's check or wire transfer, (b)
            subject to the approval of the Committee, in shares of Common Stock
            owned by the Participant and valued at their Fair Market Value on
            the effective date of such exercise, (c ) subject to the approval of
            the Committee, in the form of a "cashless exercise" (as described
            below) or (d) subject to the approval of the Committee, in any
            combination of the foregoing.  Any payment in shares of Common Stock
            shall be effected by the delivery of such shares to the Secretary of
            the Company, duly endorsed in blank or accompanied by stock powers
            duly executed in blank, together with any other documents and
            evidence as the Secretary of the Company shall require from time to
            time.

            The cashless exercise of an Option shall be pursuant to procedures
            whereby the Participant by written notice, directs (i) an immediate
            market sale or margin loan respecting all or a part of the shares of
            Common Stock to which he is entitled upon exercise pursuant to an
            extension of credit by the Company to the Participant of the
            exercise price, (ii) the delivery of the shares of Common Stock
            directly from the Company to a brokerage firm and (iii) delivery of
            the exercise price from the sale or the margin loan proceeds from
            the brokerage firm directly to the Company.


            (4)  Any Option granted under the Plan may be exercised by a broker-
            dealer acting on behalf of a Participant if (i) the broker-dealer
            has received from the Participant or the Company a duly endorsed
            agreement evidencing such Option and instructions signed by the
            Participant requesting the Company to deliver the shares of Common
            Stock subject to such Option to the broker-dealer on behalf of the
            Participant and specifying the account into which such shares should
            be deposited, (ii) adequate provision has been made with respect to
            the payment of any withholding taxes due upon such exercise and
            (iii) the broker-dealer and the Participant have otherwise complied
            with Section 220.3(e)(4) of Regulation T, 12 CFR Part 220.

            (5)  Certificates for shares of Common Stock purchased upon the
            exercise of an Option shall be issued in the name of the Participant
            and delivered to the Participant as soon as practicable following
            the effective date on which the Option is exercised; provided,
            however, that such delivery shall be effected for all purposes when
            a stock transfer agent of the Company shall have deposited such
            certificates in the United States mail, addressed to the
            Participant.

            (6)  During the lifetime of a Participant each Option granted to him
            shall be exercisable only by him or a broker-dealer acting on behalf
            of such Participant

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            pursuant to Section 6(c)(4) hereof. No Option shall be assignable or
            transferable otherwise than by will or by laws of descent and
            distribution.

       (d)  Limitations on Grant of Incentive Stock Options
            -----------------------------------------------

              (1) The aggregate Fair Market Value of shares of Common Stock with
respect to which "incentive stock options" (within the meaning of Section 422
without regard to Section 422(d) of the Code) are exercisable for the first time
by a Participant during any calendar year under the Plan (and any other stock
option plan of the Company, or of its Parent or any Subsidiary) shall not exceed
$100,000.  Such Fair Market Value shall be determined as of the date on which
each such Incentive Stock Option is granted.  If such aggregate Fair Market
Value of shares of Common Stock underlying such Incentive Stock Options exceeds
$100,000, then Incentive Stock Options granted hereunder to such Participant
shall, to the extent and in the order required by regulations promulgated under
the Code (or any other authority having the force of such regulations),
automatically be deemed to be Non-Qualified Stock Options, but all other terms
and provisions of such Incentive Stock Options shall remain unchanged.  In the
absence of such regulations promulgated under the Code (and authority), or if
such regulations (or authority) require or permit a designation of the options
which shall cease to constitute Incentive Stock Options, Incentive Stock Options
shall, to the extent of such excess and in the order in which they were granted,
automatically be deemed to be Non-Qualified Stock Options, but all other terms
and provisions of such Incentive Stock Options shall remain unchanged.


          (2)  No Incentive Stock Option may be granted to an individual if, at
the time of the proposed grant, such individual owns stock possessing more than
ten percent of the total combined voting power of all classes of stock of the
Company or of its Parent or any Subsidiary, unless (i) the exercise price of
such Incentive Stock Option is at least 110% of the Fair Market Value of a share
of Common Stock at the time such Incentive Stock Option is granted and (ii) such
Incentive Stock Option is not exercisable after the expiration of five years
from the date such Incentive Stock Option is granted.

       (e)  Effect of Termination of Employment
            -----------------------------------

          (1)  If the employment of a Participant with the Company shall
terminate for any reason other than Cause, "permanent and total disability"
(within the meaning of Section 22(e)(3) of the Code) or the death of the
Participant (i) Options granted to such Participant, to the extent that they
were exercisable at the time of such termination, shall remain exercisable until
the expiration of one month after such termination, on which date they shall
expire, and (ii) Options granted to such Participant, to the extent that they
were not exercisable at the time of such termination, shall expire at the close
of business on the date of such termination; provided, however, that no Option
shall be exercisable after the expiration of its term.

          (2)   If the employment of a Participant with the Company shall
terminate as a result of the "permanent and total disability" (within the
meaning of Section 22(e)(3) of the Code) or the death of the Participant (i)
Options granted to such Participant, to the extent that they were exercisable at
the time of such termination, shall remain exercisable until the expiration of
one year after such termination, on which date they shall expire, and (ii)
Options granted to such Participant, to the extent that they were not
exercisable at the time of such termination, shall expire at the close of
business on the date of such termination; provided, however, that no Option
shall be exercisable after the expiration of its term.

          (3)   In the event of the termination of a Participant's employment
for Cause, all outstanding Options granted to such Participant shall expire at
the commencement of business on the date of such termination.

          (4)  A Participant's employment with the Company shall be deemed
terminated if the Participant's leave of absence (including military or such
leave or other bona fide leave of absence)

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extends for more than 90 days and the Participant's continued employment with
the Company is not guaranteed by contract or statute.

       (f)  Acceleration of Exercise Date Upon Change in Control
            ----------------------------------------------------

       Upon the occurrence of a Change in Control, each Option granted under the
Plan and outstanding at such time shall become fully and immediately exercisable
and shall remain exercisable until its expiration, termination or cancellation
pursuant to the terms of the Plan.

7.   RESTRICTED STOCK

     The Committee may grant shares of Restricted Stock pursuant to the Plan.
Each grant of shares of Restricted Stock shall be evidenced by an agreement in
such form as the Committee shall from time to time approve.  Each grant of
shares of Restricted Stock shall comply with and be subject to the following
terms and conditions:

     (a)   Issue Date and Vesting Date
           ---------------------------

     At the time of the grant of shares of Restricted Stock, the Committee shall
establish an Issue Date or Issue Dates and a Vesting Date or Vesting Dates with
respect to such shares.  The Committee may divide such shares into classes and
assign a different Issue Date and/or Vesting Date for each class.  Except as
provided in Sections 7(c) and 7(f) hereof, upon the occurrence of the Issue
Date with respect to a share of Restricted Stock, a share of Restricted Stock
shall be issued in accordance with the provisions of Section 7(d) hereof.
Provided that all conditions to the vesting of a share of Restricted Stock
imposed pursuant to Section 7(b) hereof are satisfied, and except as provided in
Sections 7(c) and 7(f) hereof, upon the occurrence of the Vesting Date with
respect to a share of Restricted Stock, such share shall vest and the
restrictions of Section 7 (c) hereof shall cease to apply to such share.

       (b) Conditions to Vesting
           ---------------------

       At the time of the grant of shares of Restricted Stock, the Committee may
impose such restrictions or conditions, not consistent with the provisions
hereof, to the vesting of such shares as it in its absolute discretion deems
appropriate.  By way of example and not by way of limitation the Committee may
require, as a condition to the vesting of any class or classes of shares of
Restricted Stock, that (i) the Participant or the Company achieve certain
performance criteria, such criteria to be specified by the Committee at the time
of the grant of such shares and (ii) prohibiting an election by the Participant
under Section 83(b) of the Code.

       (c) Restrictions on Transfer Prior to Vesting
           -----------------------------------------

         Prior to the vesting of a share of Restricted Stock, no transfer of a
Participant's rights with respect to such share, whether voluntary or
involuntary, by operation of law or otherwise, shall vest the transferee with
any interest or right in or with respect to such share, but immediately upon any
attempt to transfer such rights, such share, and all of the rights related
thereto, shall be forfeited by the Participant and the transfer shall be of no
force or effect.

     (d)   Issuance of Certificates
           ------------------------

           (1)  Except as provided in Sections 7(c) or 7(f) hereof, reasonably
promptly after the Issue Date with respect to shares of Restricted Stock, the
Company shall cause to be issued a stock certificate, registered in the name of
the Participant to whom such shares were granted, evidencing such shares;
provided, that the Company shall not cause to be issued such a stock
certificates unless it has received a stock power duly endorsed in blank with
respect to such shares.  Each such stock certificate shall bear the following
legend.

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<PAGE>

               The transferability of this certificate and the shares of stock
               represented hereby are subject to the restrictions, terms and
               conditions (including forfeiture and restrictions against
               transfer) contained in the NAB Asset Corporation 1996 Incentive
               Stock Plan and an Agreement entered into between the registered
               owner of such shares and NAB Asset Corporation.  A copy of the
               Plan and Agreement is on file in the office of the Secretary of
               NAB Asset Corporation


Such legend shall not be removed from the certificate evidencing such shares
until such shares vest pursuant to the terms hereof.

          (2)  Each certificate issued pursuant to Section 7(d)(1) hereof,
together with the stock powers relating to the shares of Restricted Stock
evidenced by such certificate, shall be held by the Company.  The Company shall
issue to the Participant a receipt evidencing the certificates held by it which
are registered in the name of the Participant.

       (e)   Consequences Upon Vesting
             -------------------------

       Upon the vesting of a share of Restricted Stock pursuant to the terms
hereof, the restrictions of Section 7(c ) hereof shall cease to apply to such
share.  Reasonably promptly after a share of Restricted Stock vests pursuant to
the terms hereof, the Company shall cause to be issued and delivered to
Participant to whom such shares were granted, a certificate evidencing such
share, free of the legend set forth in Section 7(d)(1) hereof, together with any
other property of the Participant held by the Company pursuant to Section 11(a)
hereof; provided, however, that such delivery shall be effected for all purposes
when the Company shall have deposited such certificate and other property in the
United States mail, addressed to the Participant.

       (f)  Effect of Termination of Employment
            -----------------------------------

       (1)  If the employment of a Participant with the Company shall terminate
       for any reason other than Cause prior to the vesting of shares of
       Restricted Stock granted to such Participant, a portion of such shares,
       to the extent not forfeited or canceled on or prior to such termination
       pursuant to any provision hereof, shall vest on the date of such
       termination.  The portion referred to in the preceding sentence shall be
       determined by the Committee at the time of the grant of such shares of
       Restricted Stock and may be based on the achievement of any conditions
       imposed by the Committee with respect to such shares pursuant to Section
       7(b) hereof.  Such portion may equal zero.

       (2)  In the event of the termination of a Participant's employment for
       Cause, all shares of Restricted Stock granted to such Participant which
       have not vested as of the commencement of business on the date of such
       termination shall immediately be forfeited.

       (g)   Effect of Change of Control
             ---------------------------

         Upon the occurrence of a Change in Control, all shares of Restricted
Stock which have not theretofore vested (including those with respect to which
the Issue Date has not yet occurred) shall immediately vest.



8.     PHANTOM STOCK

     The Committee may grant shares of Phantom Stock pursuant to the Plan. Each
grant of shares of Phantom Stock shall be evidenced by an agreement in such form
as the Committee shall from time to time

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approve. Each grant of shares of Phantom Stock shall comply with and be subject
to the following terms and conditions.

       (a)   Vesting Date
             ------------

       At the time of the grant of shares of Phantom Stock, the Committee shall
establish a Vesting Date or Vesting Dates with respect to such shares.  The
Committee may divide such shares into classes and assign a different Vesting
Date of each class.  Provided that all conditions to the vesting of a share of
Phantom Stock imposed pursuant to Section 8(c) hereof are satisfied, and except
as provided in Section 8(d) hereof, upon the occurrence of the Vesting Date with
respect to a share of Phantom Stock, such share shall vest.

     (b) Benefit Upon Vesting
         --------------------

         Upon the vesting of a share of Phantom Stock, a Participant shall be
entitled to receive in cash, within 90 days of the date on which such share
vests, an amount in cash in a lump sum equal to the sum of (1) the Fair Market
Value of a share of Common Stock of the Company on the date on which such share
of Phantom Stock vests and (2) the aggregate amount of cash dividends paid with
respect to a share of Common Stock of the Company during the period commencing
on the date on which the share of Phantom Stock was granted and terminating on
the date on which such share vests.

     (c) Conditions to Vesting
         ---------------------

       At the time of the grant of shares of Phantom Stock, the Committee may
impose such restrictions or conditions, not inconsistent with the provisions
hereof, to the vesting of such shares as it, in its absolute discretion deems
appropriate.  By way of example and not by way of limitation, the Committee may
require, as a condition to the vesting of any class or classes of shares of
Phantom Stock, that the Participant or the Company achieve certain performance
criteria, such criteria to be specified by the Committee at the time of the
grant of such shares.

     (d) Effect of Termination of Employment
         -----------------------------------

     (1)  If the Employment of a Participant with the Company shall terminate
     for any reason other than Cause prior to the vesting of shares of Phantom
     Stock granted to such Participant, a portion of such shares, to the extent
     not forfeited or canceled on or prior to such termination pursuant to any
     provision hereof, shall vest on the date of such termination.  The portion
     referred to in the preceding sentence shall be determined by the Committee
     at the time of the grant of such shares of Phantom Stock and may be based
     on the achievement of any conditions imposed by the Committee with respect
     to such shares pursuant to Section 8(c ) hereof.  Such portion may equal
     zero.
     (2)  In the event of the termination of a Participant's employment for
     Cause, all shares of Phantom Stock granted to such Participant which have
     not vested as of the date of such termination shall immediately be
     forfeited.

     (e) Effect of Change in Control
         ---------------------------

         Upon the occurrence of a Change in Control, all shares of Phantom Stock
which have not theretofore vested shall immediately vest.


9.     STOCK BONUSES

       The Committee may, in its absolute discretion, grant Stock Bonuses in
such amounts as it shall determine from time to time.  A Stock Bonus shall be
paid at such time and subject to such conditions as the Committee shall
determine at the time of the grant of such Stock Bonus.  Certificates for shares
of

                                       10
<PAGE>

Common Stock granted as a Stock Bonus shall be issued in the name of the
Participant to whom such grant was made and delivered to such Participant as
soon as practicable after the date on which such Stock Bonus is required to be
paid.

10.    CASH BONUSES

       The Committee may, in its absolute discretion, grant in connection with
any grant of Restricted Stock or shares of Common Stock granted as a Stock Bonus
or at any time thereafter, a cash bonus, payable promptly after the date on
which the Participant is required to recognize income for federal income tax
purposes in connection with such Restricted Stock or Stock Bonus, in such
amounts as the Committee shall determine from time to time; provided, however,
that in no event shall the amount of a Cash Bonus exceed the Fair Market Value
of the related shares of  Restricted Stock or shares of Common Stock issued
pursuant to the grant of a Stock Bonus on such date.  A Cash Bonus shall be
subject to such conditions as the Committee shall determine at the time of the
grant of such Cash Bonus.

11.    ADJUSTMENT UPON CHANGES IN COMMON STOCK

       (a)  Outstanding Restricted Stock and Phantom Stock
            ----------------------------------------------

       Unless the Committee in its absolute discretion otherwise determines, if
a Participant receives any securities or other property (including dividends
paid in cash) with respect to an unvested share of Restricted Stock, as a result
of any dividend, stock split recapitalization, merger, consolidation,
combination, exchange of shares or otherwise, such securities or other property
will not vest until such share of Restricted Stock vests, and shall be held by
the Company pursuant to Section 7(d)(2) hereof as if such securities or other
property were unvested shares of Restricted Stock.

     The Committee may, in its absolute discretion, adjust any grant of shares
of Restricted Stock, the Issue Date with respect to which has not occurred as of
the date of the occurrence of any of the following events, any shares of Common
Stock upon the grant of any grant of shares of Phantom Stock, to reflect any
dividend, stock split, recapitalization, merger, consolidation, combination,
exchange of shares or similar corporate change as the Committee may deem
appropriate to prevent the enlargement or dilution of rights of Participants
under the grant.

       (b)  Stock Subject to Plan, Outstanding Options, 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
Common Stock resulting from a subdivision or consolidation of shares of Common
Stock or the payment of a stock dividend (but only on the shares of Common
Stock), or any other increase or decrease in the number of such shares effected
without receipt of consideration by the Company, the Committee shall
proportionally adjust (i) the number of shares of Common Stock for which
Incentive Awards may be granted under the Plan and (ii) the number of shares and
the exercise price per share of Common Stock subject to each outstanding Option.

       (c) Outstanding Options, Certain Mergers
           ------------------------------------

            Subject to any required action by the stockholders of the Company,
if 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
Common Stock receive securities of another corporation), each Option outstanding
on the date of such merger or consolidation shall entitle the Participant to
acquire upon exercise the securities which a holder of the number of shares of
Common Stock subject to such Option would have received in such merger or
consolidation.

                                       11
<PAGE>

     (d)  Outstanding Options, Certain Other Transactions
          -----------------------------------------------

          In the event of a dissolution or liquidation of the Company,
a sale of all or substantially all of the Company's assets, a merger or
consolidation involving the Company in which the Company is not the surviving
corporation or a merger or consolidation involving the Company in which the
Company is the surviving  corporation but the holders of shares of Common Stock
receive securities of another corporation and/or other property, including cash,
the Committee shall, in its absolute discretion, have the power to:

               (i)  cancel, effective immediately prior to the occurrence of
       such event, each Option outstanding immediately prior to such event
       (whether or not then exercisable), and, in full consideration of such
       cancellation, pay to the Participant to whom such Option was granted an
       amount in cash, for each share of Common Stock subject to such Option
       equal to the excess of (A) the value, as determined by the Committee in
       its absolute discretion, of the property (including cash) received by the
       holder of a share of Common Stock as a result of such event over (B) the
       exercise price of such Option; or

               (ii) provide for the exchange of each Option outstanding
       immediately prior to such event (whether or not then exercisable) for an
       Option on some or all of the property for which such Option is exchanged
       and, incident thereto, make an equitable adjustment as determined by the
       Committee in its absolute discretion in the exercise price of the Option,
       or the number of shares or amount of property subject to the Option or,
       if appropriate, provide for a cash payment to the Participant to whom
       such Option was granted in partial consideration for the exchange of the
       Option.

     (e)  Outstanding Options, Other Changes
          ----------------------------------

         In the event of any change in the capitalization of the Company or
corporate change other than those specifically referred to in Sections 11(b),
(c) or (d) hereof, the Committee may, in its absolute discretion, make such
adjustments in the number and class of shares subject to Options outstanding on
the date on which such change occurs and in the per share exercise price of each
such Option as the Committee may consider appropriate to prevent dilution or
enlargement of rights.

     (f)   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
effect, and no adjustment by reason thereof shall be made with respect to, the
number of shares of Common Stock subject to an Incentive Award or the exercise
price of any Option.

12.  RIGHTS AS A STOCKHOLDER

       No person shall have any rights as a stockholder with respect to any
shares of Common Stock covered by or relating to any Incentive Award granted
pursuant to this Plan until the date of the issuance of a stock certificate with
respect to such shares.  Except as otherwise expressly provided in Section 11
hereof, no adjustment to any Incentive Award shall be made for dividends or
other rights for which the record date occurs prior to the date such stock
certificate is issued.

                                       12
<PAGE>

13.  NO SPECIAL EMPLOYMENT RIGHTS; NO RIGHT TO INCENTIVE AWARD

     Nothing contained in the Plan or any Incentive Award shall confer upon any
Participant any right with respect to the continuation of his employment by the
Company or interfere in any way with the right of the Company, subject to the
terms of any separate employment agreement to the contrary, at any time to
terminate such employment or to increase or decrease the compensation of the
Participant from the rate in existence at the time of the grant of an Incentive
Award.

     No person shall have any claim or right to receive an Incentive Award
hereunder.  The Committee's granting of an Incentive Award to a Participant at
any time shall neither require the Committee to grant an Incentive Award to such
Participant or any other Participant or other person at any time nor preclude
the Committee from making subsequent grants to such Participant or any other
Participant or other person.

14.  SECURITIES MATTERS

     (a)  The Company shall be under no obligation to effect the registration
pursuant to the Securities Act of any shares of Common Stock to be issued
hereunder or to effect similar compliance under any state laws.  Notwithstanding
anything herein to the contrary, the Company shall not be obligated to cause to
be issued or delivered any certificates evidencing shares of Common Stock
pursuant to the Plan unless and until the Company is advised by its counsel that
the issuance and delivery of such certificates is in compliance with all
applicable laws, regulations of governmental authority and the requirements of
any securities exchange on which shares of Common Stock are traded.  The
Committee may require, as a condition of the issuance and delivery of
certificates evidencing shares of Common Stock pursuant to the terms hereof,
that the recipient of such shares make such covenants, agreements and
representations, and that such certificates bear such legends, as the Committee,
in its sole discretion, deems necessary or desirable.

     (b)  The exercise of any Option granted hereunder shall only be effective
at such time as counsel to the Company shall have determined that the issuance
and delivery of shares of Common Stock pursuant to such exercise is in
compliance with all applicable laws, regulations of governmental authorities and
the requirements of any securities exchange on which shares of Common Stock are
traded.  The Company may, in its sole discretion, defer the effectiveness of any
exercise of an Option granted hereunder in order to allow the issuance of shares
of Common Stock pursuant thereto to be made pursuant to registration or an
exemption from registration or other methods for compliance available under
federal or state securities laws.  The Company shall inform the Participant in
writing of its decision to defer the effectiveness of the exercise of an Option
hereunder.  During the period that the effectiveness of the exercise of an
Option has been deferred, the Participant may, by written notice, withdraw such
exercise and obtain the refund of any amount paid with respect thereto.

     (c)  It is intended that the Plan and any grant of an Incentive Award made
to a person subject to Section 16 of the Exchange Act meet all of the
requirements of Rule 16b-3 promulgated thereunder.  If any provision of the Plan
or any such Incentive Award would disqualify the Plan or such Incentive Award
under, or would otherwise not comply with, Rule 16b-3, such provision or
Incentive Award shall be construed or deemed amended to conform to Rule 16b-3 to
the extent permitted by applicable law and deemed advisable by the Board of
Directors.


15.  QUALIFIED PERFORMANCE-BASED COMPENSATION

     It is intended that the Plan comply fully with and meet all requirements of
Section 162(m) of the Code so that Options granted hereunder with an exercise
price not less than Fair Market Value of a share of Common Stock on the date of
grant shall constitute "qualified performance based compensation" within the
meaning of such Section and the interpretive authority thereunder.  If any
provision of the Plan would disqualify the Plan or would not otherwise permit
the Plan to comply with Section 162(m) as so intended,

                                       13
<PAGE>

such provision shall be construed or deemed amended to conform to the
requirements or provisions of Section 162(m) to the extent permitted by
applicable law and deemed advisable by the Board of Directors; provided that no
such construction or amendment shall have an adverse effect on the economic
value to a Participant of any Incentive Award previously granted hereunder.

16.  WITHHOLDING TAXES

     Whenever shares of Common Stock are to be issued upon the exercise of an
Option, the occurrence of the Issue Date or Vesting Date with respect to a share
of Restricted Stock or the payment of a Stock Bonus, the Company shall have the
right to require the Participant to remit to the Company in cash an amount
sufficient to satisfy federal, state and local withholding tax requirements, if
any, attributable to such exercise, occurrence or payment prior to the delivery
of any certificate or certificates for such shares.  In addition, upon the grant
of a Cash Bonus or the making of a payment with respect to a share of Phantom
Stock, the Company shall have the right to withhold from any cash payment
required to be made pursuant thereto an amount sufficient to satisfy the
federal, state and local withholding tax requirements, if any, attributable to
such exercise or grant.

17.  AMENDMENT OF THE PLAN

     The Board of Directors may at any time suspend or discontinue the Plan or
revise or amend it in any respect whatsoever, provided, however, that without
approval of the stockholders no revision or amendment shall (i) except as
provided in Section 11 hereof, increase the number of shares of  Common Stock
that may be issued under the Plan, (iii) except as provided for in Section 11
hereof,  increase the maximum number of shares of Common Stock that may be
subject to an Incentive Award granted to any one individual for any calendar
year, (iii) materially increase the benefits accruing to individuals holding
Incentive Awards granted pursuant to the Plan, (iv) materially modify the
requirements as to eligibility for participation in the Plan, (v) extend the
term of the Plan or (vi) decrease any authority granted to the Committee under
the Plan in contravention of Rule 16b-3 under the Exchange Act.

18.  NO OBLIGATION TO EXERCISE

     The grant to a Participant of an Option shall impose no obligation upon
such Participant to exercise such Option.

19.  TRANSFERS UPON DEATH

     Upon the death of a Participant, outstanding Incentive Awards granted to
such Participant may be exercised only by the executors or administrators of the
Participant's estate or by any person or persons who shall have acquired such
right to exercise by will or by the laws of descent and distribution.  No
transfer by will or the laws of descent and distribution of any Incentive Award,
or the right to exercise any Incentive Award, shall be effective to bind the
Company unless the Committee shall have been furnished with (a) written notice
thereof and with a copy of the will and/or such evidence as the Committee may
deem necessary to establish the validity of the transfer and (b) an agreement by
the transferee to comply with all the terms and conditions of the Incentive
Award that are or would have been applicable to the Participant and to be bound
by the acknowledgments made by the Participant in connection with the grant of
the Incentive Award.

20.  EXPENSES AND RECEIPTS

     The expenses of the Plan shall be paid by the Company.  Any proceeds
received by the Company in connection with any Incentive Award will be used for
general corporate purposes.


21.  FAILURE TO COMPLY

                                       14
<PAGE>

     In addition to the remedies of the Company elsewhere provided for herein,
failure by a Participant to comply with any of the terms and conditions of the
Plan or the agreement executed by such Participant evidencing an Incentive
Award, unless such failure is remedied by such Participant within ten days after
having been notified of such failure by the Committee, shall be grounds for the
cancellation and forfeiture of such Incentive Award, in whole or in part as the
Committee, in its absolute discretion, may determine.

22.  EFFECTIVE DATE AND TERM OF PLAN

     The Plan was adopted by the Board of Directors on JUNE 6, 1996, subject to
approval by the stockholders of the Company in accordance with applicable law,
the requirements of Sections 422 and 162(m) of the Code and the requirements of
Rule 16b-3 under Section 16(b) of the Exchange Act.  No Incentive Award may be
granted under the Plan after JUNE 6, 2006.  Incentive Awards may be granted
under the Plan at any time prior to the receipt of such stockholder approval;
provided, however, that each grant shall be subject to such approval.  Without
limitation on the foregoing, no Option may be exercised prior to receipt of such
approval, no share certificate shall be issued pursuant to a grant of Restricted
Stock or Stock Bonus prior to the receipt of such approval and no Cash Bonus or
payment with respect to a share of Phantom Stock shall be paid prior to the
receipt of such approval.  If the Plan is not so approved prior to DECEMBER 31,
1997,  then the Plan and all Incentive Awards then outstanding hereunder shall
forthwith automatically terminate and be of no force and effect.

                                       15