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                                                                    EXHIBIT 10.3

                          NEW PLANET RESOURCES, INC.
                             STOCK INCENTIVE PLAN



1.   PURPOSE

     The purpose of this Stock Incentive Plan (the "Plan") is to advance the
     interests of New Planet Resources, Inc. (the "Company") and its
     stockholders by providing deferred stock incentives in addition to current
     compensation to certain key executives and certain directors of the Company
     and of its subsidiaries who contribute significantly to the long-term
     performance and growth of the Company and such subsidiaries.  As used in
     this Plan, subsidiary includes parent of the Company and any subsidiary of
     the Company within the meaning of Sections 425(e) and (f) of the Internal
     Revenue Code of 1986, as amended ("Code"), respectively.

2.   ADMINISTRATION

     The Plan shall be administered by the Board of Directors of the Company
     (the "Board of Directors") or a committee of the Board of Directors duly
     authorized and given authority by the Board of Directors to administer the
     Plan (the Board of Directors or such duly authorized committee hereinafter
     referred to as the "Board"), as such is from time to time constituted.

     The Board shall have all the powers vested in it by the terms of the Plan,
     such powers to include exclusive authority (within the limitation described
     herein) to select the employees to be granted Awards under the Plan, to
     determine the type, size and terms of the Awards to be made to each
     employee selected, to determine the time when Awards will be granted, and
     to prescribe the form of the instruments evidencing Awards made under the
     Plan.  The Board shall be authorized to interpret the Plan and the Awards
     granted under the Plan, to establish, amend and rescind any rules and
     regulations relating to the Plan, and to make any other determinations
     which it believes necessary or advisable for the administration of the
     Plan.  The Board may correct any defect or supply any omission or reconcile
     any inconsistency in the Plan or in any Award in the Manner and to the
     extent the Board deems desirable to carry it into effect.  Any decision of
     the Board in the administration of the Plan, as described herein, shall be
     final and conclusive.  The Board may act only by a majority of its members
     in office, except that the members thereof may authorize any one or more of
     their number of any officer of the Company to execute and deliver documents
     on behalf of the Board.  No member of the Board shall be able for anything
     done or omitted to be done by him or by any other member of the Board in
     connection with the Plan, except for his own willful misconduct or as
     expressly provided by statute.

3.   PARTICIPATION

     Subject to the provisions of the Plan, the Board shall have exclusive power
     to select the directors and officers and other key employees of the Company
     and its subsidiaries participating in the Plan to be granted Awards under
     the Plan.

4.   AWARDS UNDER THE PLAN

     (a)  TYPE OF AWARDS.  Awards under the Plan may be of three types: (i)
          "Non-qualified Stock Options" or "Incentive Stock Options," (ii)
          "Stock Appreciation Rights" attached to Stock Options, or (iii)
          "Restricted Stock." Stock Options are rights to purchase shares of
          Common Stock of the Company having a par value of $.001 per share (the
          "Common Stock").  Stock Appreciation Rights are rights to receive,
          without payment to the Company, cash and/or shares of Common Stock in
          lieu of the purchase of shares of Common Stock under the Stock Option
          to which the Stock Appreciation Rights are subject to the terms,
          conditions and restrictions specified in Paragraph 5.  Restricted
          Stock is a share of Common Stock which is subject to the repurchase
          option and the other terms, conditions and restrictions described in
          Paragraph 6.

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     (b)  MAXIMUM NUMBER OF SHARES THAT MAY BE ISSUED.  There may be issued
          under the Plan (as Restricted Stock or pursuant to the exercise of
          Stock Options or Stock Appreciation Rights) an aggregate of not more
          than 2,500,000 shares of Common Stock, subject to adjustment as
          provided in Paragraph 7.  In addition to Common Stock actually so
          issued, there shall be deemed to have been issued pursuant to the Plan
          (and therefore no longer available in connection with Awards) a number
          of shares equal to the aggregate of the number of shares of Common
          Stock under option in respect of which Stock Appreciation Rights
          granted pursuant to subparagraph 5(f) shall have been exercised minus
          the number of shares of Common Stock, if any, issued upon exercise of
          such Stock Appreciation Rights.  Common Stock issued pursuant to the
          Plan may be either authorized but unissued shares or reacquired
          shares, or both.  If any Common Stock issued as Restricted Stock shall
          be repurchased pursuant to the option described in Paragraph 6 below,
          or if any Common Stock issued under the Plan shall be reacquired
          pursuant to restrictions imposed at the time of issuance, such shares
          may again be issued under the Plan.

     (c) RIGHTS WITH RESPECT TO COMMON STOCK

         (i)    An employee to whom an Award of Restricted Stock has been made
                shall have, after issuance to him of a certificate for the
                number of shares of Common Stock awarded and prior to the
                expiration of the Restricted Period or the earlier repurchase of
                such shares of Common Stock as herein provided, ownership of
                such shares of Common Stock, including the right to vote the
                same and to receive dividends thereon, subject however, to the
                options, restrictions and limitations imposed thereon pursuant
                to the Plan.

         (ii)   An employee to whom an Award of Stock Option or Stock
                Appreciation Rights is made (and any person succeeding to such
                an employee's rights pursuant to the Plan) shall have no rights
                as a stockholder with respect to any shares of Common Stock
                issuable pursuant to any such Stock Option or Stock Appreciation
                Rights until the date of the issuance of a stock certificate to
                him for such shares. Except as provided in Paragraph 8, no
                adjustment shall be made for dividends, distributions or other
                rights (whether ordinary or extraordinary, and whether in cash,
                securities or other property) for which the record date is prior
                to the date such stock certificate is issued.

     (d)  EXERCISE OF OPTIONS AND STOCK APPRECIATION RIGHTS:  EXPIRATION OF
          RESTRICTIONS APPLICABLE TO RESTRICTED STOCK.  Options and Stock
          Appreciation Rights shall be subject to such terms and conditions upon
          exercisability as the Board may determine consistent with the
          provisions of this Plan.  Repurchase and other restrictions applicable
          to Restricted Stock shall be such as are determined in the discretion
          of the Board consistent with the provisions of the Plan.  The Board
          may determine to permit any Option granted hereunder to be exercisable
          immediately upon the date of grant or any time thereafter.  The Board
          may determine to permit any Stock Appreciation Right granted hereunder
          to be exercisable not less than six months after the initial award of
          the Option containing, or the amendment or supplementation of any
          existing Option Agreement adding the Stock Appreciation Right;
          provided, however, that this limitation shall not apply in the event
          of death or disability.  The Board may determine that there shall be
          no restrictions applicable to Restricted Stock awarded under the Plan.

5.   STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

     The Board may grant Stock Options (to which may but need not be attached
     Stock Appreciation Rights as specified in subparagraph 5(f).  Each Stock
     Option (referred to herein as an "Option") granted under the Plan shall be
     evidenced by an instrument in such form as the Board shall prescribe from
     time to time in accordance with the Plan and shall comply with the
     following terms and conditions (and with such other terms and conditions,
     including but not limited to restrictions upon the Option or the shares of
     Common Stock issuable upon exercise thereof, as the Board, in its
     discretion, shall establish):

     (a)  The Option price shall be determined by the Board at the time the
          Option is granted and shag not be less than the par value of such
          shares of Common stock.

     (b)  The Board will determine the number of shares of Common Stock to be
          subject to each Option.  The number of shares of Common Stock subject
          to an outstanding Option will be reduced on a share for share basis to
          the extent that shares of Common Stock under such Option are used to
          calculate the cash and/or shares of Common Stock received pursuant to
          exercise of a Stock Appreciation Right attached to such Option.

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     (c)  The Option shall not be transferable by the optionee otherwise than
          will or the laws of descent and distribution, and shall be exercisable
          during his lifetime only to him.

     (d)  The Board will determine the conditions and terms governing the
          exercise of granted Options; provided, however that no Option shall be
          exercisable:

          (i)   after the expiration of ten years from the date it is granted
                and may be exercised during the period prior to its expiration
                only at such time or times as the Board may establish;

          (ii)  unless payment in United States dollars by cash or check is made
                for the shares being acquired thereby in frill at the time of
                exercise, or at the option of the holder of such Option, in
                Common Stock theretofore owned by such holder (or any
                combination of cash and Common Stock).

          For purposes of determining the amount, if any, of the purchase price
          satisfied by payment of Common Stock under clause (ii) above, such
          Common Stock shall be valued at its fair market value on the date of
          exercise.  Fair market value means the fair market value of one share
          of Common Stock on the date in question, which is deemed to be the
          mean between the highest and lowest sales prices per share of Common
          Stock on any national stock exchange upon which Common Stock is
          listed, or if Common Stock is not listed on any national stock
          exchange, the mean between the highest closing bid and lowest closing
          asked prices for Common Stock as reported by the National Association
          of Securities Dealers NASDAQ System, or if not reported by such
          system, the mean between the closing bid and asked prices as quoted by
          such quotation source as shall be designated by the Board on that
          date.  If there shall have been no sale on the date in question, fair
          market value shall be determined by reference the last preceding date
          on which such a sale or sales were so reported.  Any Common Stock
          delivered in satisfaction of all or a portion of the purchase price
          shall be appropriately endorsed for transfer and assigned to the
          Company.  The Board may, in its discretion and to the extent permitted
          by the laws of the State of Delaware determine to permit the holder of
          an Option to satisfy the purchase price of the shares as to which an
          Option is exercised by delivery of the Option holder's promissory
          note, such note to be subject to such terms and conditions as the
          Board may determine.  The Board may, in its discretion and to the
          extent permitted by the laws of the State of Delaware, determine to
          cause the Company to lend to be holder of an Option, funds on such
          terms and conditions as the Board may determine to be appropriate,
          sufficient for the holder of an Option to pay the purchase price of
          the shares as to which an Option is to be exercised.

     (e)  If any person to whom an Option has been granted shall die holding an
          Option which has not been fully exercised, his executors,
          administrators, heirs or distributees, as the case may be, may, at any
          time within one year after the date of such death (but in no event
          after the Option has expired under the provisions of subparagraph
          5(d)(i) hereon, exercise the Option with respect to any shares as to
          which the decedent could have exercised the Option at the time of his
          death.

     (f)  If the Board, in its discretion, so determines, there may be attached
          to the Option a Stock Appreciation Right which shall be subject to
          such terms and conditions, not inconsistent with the Plan, as the
          Board shall impose, including the following.

          (i)   A Stock Appreciation Right may be exercised only to the extent
                that the option to which it is attached is at the time
                exercisable. However, if the option to which the Stock
                Appreciation Right is attached is exercisable and if the
                optionee is at the relevant time an officer or director of the
                Company who is required to file reports pursuant to Section
                16(a) of the Securities Exchange Act of 1934, as amended
                ("Exchange Act") ("Covered Participant") the Stock Appreciation
                Right may, subject to the approval of the Board, be exercised
                under such terms and conditions as may be specified by the
                Board;

          (ii)  A Stock Appreciation Right shall entitle the optionee (or any
                person entitled to act under the provisions of subparagraph 5(e)
                hereon to surrender unexercised the Option to which the Stock
                Appreciation Right is attached (or any portion of such Option)
                to the Company and to receive from the Company in exchange
                therefor that number of shares of Common Stock having an
                aggregate value equal to (or, in the discretion of the Board,
                less than) the excess of the value of one share over the option
                price per share times the number of shares subject to the
                option, or portion thereof, which is so surrendered. The Company
                shall be entitled to elect to settle its obligation arising out
                of the exercise of a Stock

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                Appreciation Right, by the payment of cash equal to the
                aggregate value of the shares it would otherwise be obligated to
                deliver or partly by the payment of cash and partly by the
                delivery of shares of Common Stock. Any such election shall be
                made within 15 business days after the receipt by the Board of
                written notice of the exercise of the Stock Appreciation Right.
                The value of a share of Common Stock for this purpose shall be
                the fair market value thereon on the last business day next
                preceding the date of the election to exercise the Stock
                Appreciation Right;

         (iii)  No fractional shares shall be delivered under this
                subparagraph 5(f) but in lieu thereof a cash adjustment
                shall be made.

     (g)  The Option agreement evidencing any incentive stock option granted
          under this Plan shall provide that if the optionee makes a
          disposition, within the meaning of Section 425(c) of the code and the
          regulations promulgated thereunder, of any share or shares of Common
          Stock issued to him pursuant to his exercise of an Option granted
          under this Plan within the two-year period commencing on the day after
          the date of the granting of such Option or within a one-year period
          commencing on the day after the date of transfer of the share or
          shares to him pursuant to the exercise of such Option, he shall,
          within ten days of such disposition, notify the Company thereof and
          immediately deliver to the Company any amount of federal income tax
          withholding required by law.

6.   RESTRICTED STOCK

     Each Award of Restricted Stock under the Plan shall be evidenced by an
     instrument in such form as the Board shall prescribe form time to time in
     accordance with the Plan and shall comply with the following terms and
     conditions (and with such other terms and conditions as the Board, in its
     discretion, shall establish):

     (a)  The Board shall determine the number of shares of Common Stock to be
          issued to a participant pursuant to the Award.

     (b)  Shares of Common Stock issued to a participant in accordance with the
          Award may not be sold, assigned, transferred, pledged, hypothecated or
          otherwise disposed of, except by will or the laws of descent and
          distribution, for such period as the Board shall determine, from the
          date on which the Award is granted (the "Restricted Period").  The
          Company will have the option to repurchase the shares subject to the
          Award at such price as the Board shall have fixed, in its sole
          discretion, when the Award was made, which option will be exercisable
          at such times and upon the occurrence of such events as the Board
          shall establish when the Award is granted or if, on or prior to the
          expiration of the Restricted Period or the earlier lapse of the
          Option, the participant has not paid to the Company an amount equal to
          any Federal, State or local income or other taxes which the Company
          determines is required to be withheld in respect of such shares.  Such
          option shall be exercisable on such terms, in such manner and during
          such period as shall be determined by the Board when the Award is
          made.  Certificates for shares of Common Stock issued pursuant to
          Restricted Stock Awards shall bear an appropriate legend referring to
          the foregoing Option and other restrictions and to the fact that the
          shares are partly paid.  Any attempt to dispose of any such shares of
          Common Stock in contravention of the foregoing Option and other
          restrictions shall be null and void and without effect.  If shares of
          Common Stock issued pursuant to a Restricted Stock Award shall be
          repurchased pursuant to the Option described above, the participant,
          or in the event of his death, his personal representative, shall
          forthwith deliver to the Secretary of the Company the certificates for
          the shares of Common Stock awarded to the participant, accompanied by
          such instruments of transfer, if any, as may reasonably be required by
          the Secretary of the Company.  If the Option described above is not
          exercised by the company during such period as is specified by the
          Board when the Award is made, such Option and the restrictions imposed
          pursuant to the first sentence of this subparagraph 6(b) shall
          terminate and be of no further force and effect.

7.   STOCK DIVIDENDS, STOCK SPLITS, REORGANIZATIONS AND CERTAIN OTHER
     CORPORATION TRANSACTIONS

     (a)  EXERCISE OR CORPORATE POWERS.  The existence of outstanding awards of
          Options, Stock Appreciation Rights or Restricted Stock shall not
          effect in any way the right or power of the

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          Company or its stockholders to make or authorize any or all
          adjustments, recapitalization, reorganization or other changes in the
          Company's capital structure or its business or any merger or
          consolidation of the Company, or any issue of bonds, debentures
          preferred or prior preference stocks ahead of or affecting the
          Company's shares of Common Stock or the rights thereof, or the
          dissolution or liquidation of the Company, or any sale or transfer of
          all or any part of its assets or business, or any other corporate act
          or proceeding whether of a similar character or otherwise.

     (b)  RECAPITALIZATION OF THE COMPANY.  If, while there are Options, Stock
          Appreciation Rights or Restricted Stock outstanding, the Company shall
          effect any subdivision or consolidation of shares of Common Stock or
          other capital readjustment, the payment of a stock dividend, stock
          split, combination of shares or recapitalization or other increase or
          reduction in the number of shares of Common Stock outstanding, without
          receiving compensation therefor in money, services or property, then
          the number of shares of Common Stock available under the Plan and the
          number of Options, Stock Appreciation Rights or Restricted Stock which
          may thereafter be exercised shall (i) in the event of an increase in
          the number of shares outstanding, be proportionately increased and the
          fair market value of the Options, Stock Appreciation Rights or
          Restricted Stock awarded as of the date of the award shall be
          proportionately reduced; and (ii) in the event of a reduction in the
          number of shares outstanding, be proportionately reduced, and the fair
          market value of the Options, Stock Appreciation Rights or Restricted
          Stock awarded as of the date of the Award shall be proportionately
          increased.

     (c)  REORGANIZATION OF THE COMPANY.  If the Company is reorganized, or
          merged or consolidated or a party to a plan of exchange with another
          corporation pursuant to which reorganization, member, consolidation or
          plan of exchange stockholders of the Company receive any shares of
          Common Stock or other securities, or if the Company shall distribute
          securities of another corporation to its stockholders, each
          Participant shall be entitled to receive in lieu of the number of
          unexercised Options, Stock Appreciation Rights at the date of award,
          to which such holder would have been entitled pursuant to the terms of
          the agreement of merger of consolidation, if immediately prior to such
          merger or consolidation such holder had been the holder of record of a
          number of shares of Common Stock equal to the number of the
          unexercised Options or Stock Appreciation Rights previously awarded to
          him, and Restricted Stock shall be treated the same as unrestricted
          outstanding shares of Common Stock; provided, that, anything herein
          contained to the contrary notwithstanding, upon the dissolution or
          liquidation of the Company or upon any merger or consolidation of the
          Company where it is not the surviving corporation, each Participant
          shall be entitled to a benefit as though he had become fully vested in
          all Options, Stock Appreciation Rights and Restricted Stock previously
          awarded to him and then outstanding under this Plan, and had
          terminated employment with the Company immediately prior to or
          concurrently with such dissolution or liquidation or merger or
          consolidation.

     (d)  ISSUE OF COMMON STOCK BY THE COMPANY.  Except as hereinabove expressly
          provided, the issue by the Company of shares of stock of any class, or
          securities convertible into shares of stock of any class, for cash or
          property, or for labor or services, either upon direct sale or upon
          the exercise of rights or warrants to subscribe therefor, or upon any
          conversion of shares or obligations of the Company convertible into
          such shares or other securities, shall not affect, and no adjustment
          by reason thereof shall be made with respect to, the number of, or
          fair market value of, any Options or Stock Appreciation Rights then
          outstanding under previous awards but holders of Restricted Stock
          shall be treated the same as the holders of outstanding unrestricted
          shares of Common Stock.

     (e)  CHANGE IN CONTROL.  The Board may, in its sole discretion, provide
          that an Option or Stock Appreciation Right shall become fully
          exercisable or that a share of Restricted Stock shall be free of any
          restrictions upon a Change in Control of the Company (as defined in
          the next sentence).  "Change in Control" of the Company shall be
          conclusively deemed to have occurred if (and only if) any of the
          following shall have taken place: (i) a change in control is reported
          by the Company in response to either Item 6(e) of Schedule 14A of
          Regulation 14A promulgated under the Exchange Act or Item 1 of Form 8-
          K promulgated under the Exchange Act; (ii) any "person" (as such term
          is used in Sections 13(d) and 14(d)(2) of the Exchange Act) is or
          becomes the "beneficial owner" (as defined in Rule 13d-3 under the
          Exchange Act), directly or indirectly, of securities of the Company
          representing forty percent or more of the combined voting power of the
          company's then outstanding securities; or (iii) following the election
          or removal of directors, a majority of the Board of Directors consists
          of individuals who were not members of the Board of Directors two
          years before such election or removal, unless the election of each
          director who was not a director at the beginning of such two-year
          period has been approved in advance by directors representing at least
          a majority of the directors then in office who were directors at the
          beginning of the two-year period.

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8.   DESIGNATION OF BENEFICIARY BY PARTICIPANT

     A participant may name a beneficiary to receive any payment to which he may
     be entitled in respect of Awards under the Plan in the event of his death,
     on a form to be provided by the Board.  A participant may change his
     beneficiary from time to time in the same manner.  If no designated
     beneficiary is living on the date on which any amount becomes payable to a
     participant's beneficiary, such payment will be made to the participant's
     executors or administrators, and the term "beneficiary" as used in the Plan
     shall include such person or persons.

9.   TAXES

     (a)  The Company may make such provisions as it may deem appropriate for
          the withholding of any taxes which it determines is required in
          connection with any Options or Stock Appreciation Rights or Restricted
          Stock granted under this Plan.

     (b)  Notwithstanding the terms of subparagraph 9(a), any participant may
          pay all or any portion of the taxes required or allowed to be withheld
          by the Company if paid to him in connection with the exercise of an
          Option, Stock Appreciation Right or vesting of any Award of Restricted
          Stock by electing to have the Company withhold shares of Common Stock,
          or by delivering previously owned shares of Common Stock, having a
          fair market value, determined in accordance with subparagraph 5(d),
          equal to the amount required to be withheld or paid.  A Participant
          must take the foregoing election on or before the date that the amount
          of tax to be withheld is determined ("Tax Date").  Such elections are
          irrevocable and subject to disapproval by the Board.  Elections by
          Covered Participants are subject to the following additional
          restrictions: (i) such election may not be made within six months of
          the grant of the Award, provided that this limitation shall not apply
          in the event of death or disability, and (ii) such election must be
          made either six months or more prior to the Tax Date or in a Window
          Period (as defined herein).  Where the Tax Date in respect of an Award
          is deferred until after exercise or expiration of restrictions and the
          Covered Participant elects share withholding, the full amount of
          shares of Common Stock will be issued or transferred to him upon
          exercise of the Option or exercise of the Stock Appreciation Right or
          expiration of restrictions of the Restricted Stock, as the case may
          be, but the Covered Participant shall be unconditionally obligated to
          tender back to the Company the number of shares necessary to discharge
          the Company's withholding obligation or his estimated tax obligation
          on the Tax Date.  As used herein, Window Period means the period
          commencing on the third business day following the Company's release
          of a quarterly or annual summary statement of sales and earnings and
          ending on the twelfth business day following such release.

10.  MISCELLANEOUS PROVISIONS

     (a)  No employee or other person shall have any claim or right to be
          granted an Award under the Plan.  Neither the Plan nor any action
          taken hereunder shall be construed as giving any employee any right to
          be retained in the employ of the Company or any subsidiary.

     (b)  A participant's rights and interest under the Plan may not be assigned
          or transferred in whole or in part either directly or by operation of
          law or otherwise (except in the event of a participant's death),
          including but not by way of limitation, execution, levy, garnishment,
          attachment, pledge, bankruptcy or in any other manner and not such
          right or interest of any participant in the Plan shall be subject to
          any obligation or liability of such participant.

     (c)  No shares of Common Stock shall be issued hereunder unless counsel for
          the Company shall be satisfied that such issuance will be in
          compliance with applicable federal and state securities laws.

     (d)  The expenses of the Plan shall be home by the Company.

     (e)  The Plan shall be unfunded.  The Company shall not be required to
          establish any special or separate fund to make any other segregation
          of assets to assure the payment of any Award under the Plan and
          payment of Awards shall be subordinate to the claims of the Company's
          general creditors.

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     By accepting any Award or other benefit under the Plan, each participant
     and each person claiming under or through him shall be conclusively deemed
     to have indicated his acceptance and ratification of, and consent to, any
     action taken under the Plan by the Company, the Board or the Board.

11.  AMENDMENT OR DISCONTINUANCE

     The Plan may be amended at any time and from time to time by the Board of
     Directors but no amendment which increases the aggregate number of shares
     of Common Stock which may be issued pursuant to the Plan shall be effective
     unless and until the same is approved by the stockholders of the, Company.
     No amendment of the Plan shall adversely affect any right of any
     participant with respect to any Award theretofore granted without such
     participant's written consent.

12.  TERMINATION

     This Plan shall terminate upon the earlier of the following dates or events
     to occur:

     (a)  upon the adoption of a resolution of the Board of Directors
          terminating the Plan; or

     (b)  ten years from the date hereof

     No termination of the Plan shall alter or impair any of the rights or
     obligations of any person, without his consent, under any Award theretofore
     granted under the Plan.

13.  STOCKHOLDER ADOPTION

     The Plan shall be submitted to the stockholders of the Company for their
     approval and adoption on or before March 26, 1999.  The Plan shall not be
     effective and any Award made hereunder shall be void and of no effect if
     the Plan is not so approved.  The stockholders shall be deemed to have
     approved the Plan only if it is approved at a meeting of the stockholders
     duly held on or before that date by vote or by written consent in the
     manner required by the laws of the State of Delaware.

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