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                                                                    EXHIBIT 10.1

                               GLACIER CORPORATION

                 AMENDED AND RESTATED 1999 STOCK INCENTIVE PLAN


         1.       PURPOSE

         The purpose of this Plan is to promote the interest of the Corporation
and its stockholders and the Corporation's success by providing a method whereby
a variety of equity-based incentive and other Awards may be granted to Employees
and Directors of the Corporation and its Subsidiaries and to selected Service
Providers. This Amended and Restated Plan shall amend and restate, in its
entirety, the 1999 stock incentive plan of Glacier Distribution Co., Inc., which
is superceded in its entirety by this Amended and Restated Plan.

         2.       DEFINITIONS

                  A. "AWARD" means any form of stock option, restricted stock,
Performance Unit, Performance Share, stock appreciation right, dividend
equivalent or other incentive award granted under the Plan.

                  B. "AWARD NOTICE" means any written notice from the
Corporation to a Participant or agreement between the Corporation and a
Participant that establishes the terms applicable to an Award.

                  C. "BOARD OF DIRECTORS" means the Board of Directors of the
Corporation.

                  D. "CHANGE IN CONTROL" shall mean (i) the acquisition,
directly or indirectly, by any person or group (within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934, as amended) of the beneficial
ownership of securities of the Corporation possessing more than fifty percent
(50%) of the total

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                  combined voting power of all outstanding securities of the
                  Corporation; (ii) a merger or consolidation in which the
                  Corporation is not the surviving entity, except for a
                  transaction in which the holders of the outstanding voting
                  securities of the Corporation immediately prior to such merger
                  or consolidation hold, in the aggregate, securities possessing
                  more than fifty percent (50%) of the total combined voting
                  power of all outstanding voting securities of the surviving
                  entity immediately after such merger or consolidation; (iii) a
                  reverse merger in which the Corporation is the surviving
                  entity but in which securities possessing more than fifty
                  percent (50%) of the total combined voting power of all
                  outstanding voting securities of the Corporation are
                  transferred to or acquired by a person or persons different
                  from the persons holding those securities immediately prior to
                  such merger; (iv) the sale, transfer or other disposition (in
                  one transaction or a series of related transactions) of all or
                  substantially all of the assets of the Corporation; or (v) the
                  approval by the shareholders of a plan or proposal for the
                  liquidation or dissolution of the Corporation.

         E.       "CODE" means the Internal Revenue Code of 1986, as amended.
Any reference to the Code includes the regulations promulgated pursuant to the
Code.

         F.       "COMMON STOCK" means Common Stock of the Corporation.

         G.       "COMPENSATION COMMITTEE" means the duly appointed compensation
committee of Board of Directors of the Corporation.

         H.       "CORPORATION" means CrossPoint Foods Corporation, f/k/a
Glacier Corporation, a Delaware corporation.

         I.       "DIRECTOR" means a member of the Board of Directors or a
member of the Board of Directors of a Subsidiary.

         J.       "EMPLOYEE" means any employee of the Corporation or a
Subsidiary and also includes non-employees to whom an offer of employment has
been extended.

         K.       "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.


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         L. "FAIR MARKET VALUE" means, on any given date (i) if the Common Stock
is traded in the over-the-counter market and not on The Nasdaq Stock Market or
on any national securities exchange, the per share closing bid prices of the
Common Stock as reported by Nasdaq or an equivalent generally accepted reporting
service, (ii) if the Common Stock is traded on The Nasdaq Stock Market or on a
national securities exchange, the per share closing price of the Common Stock on
which it is so listed, as the case may be, (iii) if trading in the Common Stock
is not reported by Nasdaq, the lowest per share bid price of the Common Stock as
reported in the "pink sheets" published by National Quotation Bureau,
Incorporated, (iv) if no such reported price is reported for such date pursuant
to (i), (ii) or (iii) above, then the bid, closing sale or bid price,
respectively, on the first preceding day on which so reported, or (v) if the
Common Stock is not so traded and/or reported for a 30-day period immediately
preceding the date for determining Fair Market Value, the Board of Directors or
the Compensation Committee shall, in good faith and in conformity with the
requirements of Section 422 of the Code, establish a method for determining the
Fair Market Value.

         M. "NON-EMPLOYEE DIRECTOR" means Directors who are not Employees of the
Corporation or a subsidiary.

         N. "OPTIONS" mean non-qualified and/or incentive stock options, as the
context hereof may require or, collectively non-qualified stock options and
incentive stock options.

         O. "PARTICIPANT" means any individual to whom an Award is granted under
the Plan.

         P. "PERFORMANCE SHARE" means a Unit expressed in terms of, or valued by
reference to, a share of Common Stock.

         Q. "PERFORMANCE UNIT" means a Unit valued by reference to designated
criteria established by the Board of Directors or the Compensation Committee,
other than Common Stock.

         R. "PLAN" means this Plan, which shall be known as CrossPoint Foods
Corporation Amended and Restated 1999 Stock Incentive Plan.


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                  S. "RESTRICTED STOCK" means shares of Common Stock issued
pursuant to Section 10 hereto, which shares have not been registered under the
Securities Act of 1933, as amended.

                  T. "RULE 16b-3" means Rule 16b-3 promulgated under the
Exchange Act, or any successor rule.

                  U. "SERVICE PROVIDERS" mean any consultant, vendor, supplier,
or provider of goods or services to the Corporation, including any individual
employed by any of the foregoing.

                  V. "SUBSIDIARY" means a corporation or other business entity
(i) of which the Corporation directly or indirectly has an ownership interest of
50% or more, or (ii) of which it has a right to elect or appoint 50% or more of
the board of directors or other governing body. A Subsidiary shall include both
currently owned Subsidiaries as well as any Subsidiary hereafter acquired.

                  W. "UNIT" means a bookkeeping entry used by the Corporation to
record the grant of an Award until such time as the Award is paid, canceled,
forfeited or terminated.

         3.       ADMINISTRATION

                  A. The Plan shall be administered by the Compensation
Committee of the Board of Directors. The Compensation Committee shall have the
authority to:

                     (i)    construe and interpret the Plan;

                     (ii)   promulgate, amend and rescind rules relating to the
                            implementation of the Plan;

                     (iii)  make all determinations necessary or advisable for
                            the administration of the Plan, including the
                            selection of Employees, Service Providers and
                            affiliated individuals who shall be granted Awards,
                            the number of shares of Common Stock or Units to be
                            subject to each Award, the Award price, if any, the
                            vesting or duration of Awards, and the designation
                            of stock options as incentive stock options or
                            non-qualified stock options;

                     (iv)   determine the disposition of Awards in the event of
                            a Participant's divorce or dissolution of marriage;

                     (v)    determine whether Awards will be granted alone or in
                            combination or in tandem with other Awards;

                     (vi)   determine whether cash will be paid or Awards will
                            be granted in replacement of, or as alternatives to,
                            other grants under the Plan or any


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                            other incentive or compensation plan of the
                            Corporation, a Subsidiary or an acquired business
                            unit.

                  B. Subject to the requirements of applicable law, the
Compensation Committee may correct any defect, supply any omission, or reconcile
any inconsistency in the Plan, any Award, or any Award Notice; take any and all
other actions it deems necessary or advisable for the proper administration of
the Plan; designate persons other than members of the Compensation Committee to
carry out its responsibilities; and prescribe such conditions and limitations as
it may deem appropriate; except that the Board of Directors may not delegate its
authority with regard to the selection for participation of, or the granting of
Awards to, persons under Section 16 of the Exchange Act. Any determination,
decision, or action of the Board of Directors in connection with the
construction, interpretation, administration, or application of the Plan shall
be final, conclusive and binding upon all persons validly claiming under or
through persons participating in the Plan.

                  C. The Compensation Committee may at any time, and from time
to time amend or cancel any outstanding Award, but only with the consent of the
person to whom the Award was granted. Any Award granted may be converted,
modified, forfeited or canceled, prospectively or retroactively, in whole or in
part, by the Compensation Committee in its sole discretion. However, no such
action may impair the rights of any person to whom the Award was granted without
his or her consent. The Compensation Committee may, in its sole discretion, in
whole or in part, waive any restrictions or conditions applicable to, or
accelerate the vesting of, any Award. The Compensation Committee may in its sole
discretion attach repurchase rights to any grant of any Award or the securities
underlying any Award with a set repurchase price or a formula for determining a
repurchase price, all in the sole discretion of the Compensation Committee.
Awards shall also be subject to such additional restrictions as the Compensation
Committee may impose and may include, if the Compensation Committee shall so
determine, restrictions on transferability and restrictions relating to
continued employment.

                  D. No employee of the Corporation or member of the
Compensation Committee shall be subject to any liability with respect to duties
under the Plan unless such person acts fraudulently


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or in bad faith. In addition to such other rights of indemnification as they may
have as Directors or employees, the Corporation shall indemnify each member of
the Compensation Committee, and any employee of the Corporation with duties
under the Plan against reasonable expenses, including attorneys' fees, actually
and necessarily incurred in connection with the defense of any action, suit or
proceeding, or in connection with any appeal therein, to which they or any of
them may be a party by reason of any action taken or failure to act under or in
connection with the Plan or any Award granted thereunder, and against all
amounts paid by them in settlement thereof (provided such settlement is approved
by legal counsel selected by the Corporation) or paid by them in satisfaction of
a judgment in any such action, suit or proceeding, except in relation to matters
as to which it shall be adjudged in such action, suit or proceeding that such
member is liable for negligence or misconduct in the performance of this duties;
provided that within 60 days after institution of any such action, suit or
proceeding, the member shall in writing offer the Corporation the opportunity,
at its own expense, to oversee and defend the same.

         4.       ELIGIBILITY

                  A. Any Employee is eligible to become a Participant in the
Plan.

                  B. Directors who are not Employees of the Corporation or a
Subsidiary shall receive Awards in accordance with Section 7.

                  C. Service Providers who are not Directors of the Corporation
shall be eligible to receive Awards in accordance with Section 8.

                  D. In no event shall any Participant be granted Awards in any
one calendar year pursuant to which the aggregate number of shares of Common
Stock that may be acquired thereunder exceeds 300,000 shares.

         5.       PLAN SHARES

                  A. A total of 2,000,000 shares of Common Stock may be issued
under the Plan subject to adjustment as to the number and kind of shares
pursuant to Section 5B hereof, and subject to the proviso that such shares of
Common Stock shall be, and constitute, post-split shares of Common Stock of the
Corporation. All Awards outstanding as of April 2001 shall be adjusted to
reflect the 1 for


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2.25 reverse split of the Corporation's Common Stock. The maximum number of
shares of Common Stock that may be awarded under this Plan in the form of
restricted stock awards pursuant to Section 10 may be limited by the
Compensation Committee. If an option or SAR expires or is terminated,
surrendered or canceled without have been fully exercised, if restricted stock
or Performance Shares are forfeited, or if any other grant results in any shares
not being issued, the unused shares covered by any such Award shall again be
available for grant under the Plan to any Participant who is not subject to
Section 16 of the Exchange Act.

                  B. The Compensation Committee shall make appropriate and
equitable adjustments in the shares of Common Stock available for future Awards
and the number of shares of Common Stock covered by unexercised, unvested or
unpaid Awards upon the subdivision of the outstanding shares of Common Stock;
the declaration of a dividend payable in Common Stock; the declaration of a
dividend payable in a form other than Common Stock in an amount that has a
material effect on the price of the shares of Common Stock; the combination or
consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise) into a lesser number of shares of Common Stock; a recapitalization;
or a similar event.

         6.       TERM

         The Plan shall become effective on March 29, 1999, subject to
shareholder approval of the Plan and the amendment and restatement thereof on or
about April 25, 2001. No Award shall be granted pursuant to the Plan on or after
the tenth anniversary date of such date, but Awards granted prior to such tenth
anniversary may extend beyond that date to the date(s) specified in the
agreement(s) covering such Awards.

         7.       AWARDS TO NON-EMPLOYEE DIRECTORS

         Options granted to Directors who are not Employees of the Corporation
or a Subsidiary shall be subject to the following terms:

                     (i)    The exercise price shall be not less than 85% of the
                            Fair Market Value of the underlying Shares of Common
                            Stock on the date of the grant,


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                            payable in accordance with the alternatives stated
                            in Section 9.B.(ii) and (iii) of the Plan;

                     (ii)   The term of the Options shall be not more than ten
                            (10) years;

                     (iii)  The Options shall be subject to Section 14 of the
                            Plan; and

                     (iv)   Shall exclude Awards of incentive stock Options.

         8.       AWARDS TO SERVICE PROVIDERS

         Service Providers shall receive Awards in accordance with the following
terms:

                  A. No Awards of incentive stock Options shall be made to
Service Providers.

                  B. Awards of non-qualified stock Options to such Service
Providers shall be subject to the following terms:

                     (i)    The exercise price shall be not less than 85% of the
                            Fair Market Value of the underlying shares of Common
                            Stock on the date of the grant, payable in
                            accordance with the alternatives stated in Sections
                            9.B(ii) and (iii) of the Plan;

                     (ii)   The term of the Options shall be not more than ten
                            (10) years;

                     (iii)  The Options shall be subject to Section 14 of the
                            Plan.


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         9.       STOCK OPTIONS

                  A. Awards may be granted in the form of stock Options. Stock
Options may be incentive stock Options within the meaning of Section 422 of the
Code or non-qualified stock Options (i.e., stock options which are not incentive
stock options).

                  B. Subject to Section 9.C. relating to incentive stock
Options, Options shall be in such form and contain such terms as the
Compensation Committee deems appropriate. While the terms of Options need not be
identical, each Option shall be subject to the following terms:

                     (i)    The exercise price shall be the price set by the
                            Compensation Committee but may not be less than 85%
                            of the Fair Market Value of the underlying shares of
                            Common Stock on the date of the grant.

                     (ii)   The exercise price shall be paid in cash (including
                            check, bank draft, or money order), or at the
                            discretion of the Compensation Committee, all or
                            part of the purchase price may be paid by delivery
                            of the Optionee's full recourse promissory note,
                            delivery of Common Stock already owned by the
                            Participant for at least six (6) months and valued
                            at its Fair Market Value, by the surrender of all or
                            part of an Award (including the Award being
                            exercised), in other property, rights and credits,
                            deemed acceptable by the Compensation Committee, or
                            any combination of the foregoing methods of payment.
                            In the case of incentive stock Options, the terms of
                            payment shall be determined at the time of grant.

                     (iii)  Promissory notes given as payment of the exercise
                            price, if permitted by the Compensation Committee,
                            shall contain such terms as set by the Compensation
                            Committee which are not inconsistent with the
                            following: the unpaid principal shall bear interest
                            at a rate set from time to time by the Compensation
                            Committee; payments of principal and interest shall
                            be made no less frequently than annually; no part of
                            the note shall be payable later than ten (10) years
                            from the date of purchase of the underlying shares
                            of Common Stock; and the Optionee shall give such
                            security as the Compensation Committee deems
                            necessary to ensure full payment.

                     (iv)   The term of an Option may not be greater than ten
                            (10) years from the date of the grant.

                     (v)    Neither a person to whom an Option is granted nor
                            such person's legal representative, heir, legatee or
                            distributee shall be deemed to be the holder of, or
                            to have any of the rights of a holder or owner with
                            respect to, any shares of Common Stock subject to
                            such Option unless and until


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                            such person has exercised the Option or the
                            Compensation Committee has consented to a transfer
                            to any such person.

         C.       The following special terms shall apply to grants of incentive
                  stock Options:

                  (i)       Subject to Section 9.C.(ii) of the Plan, the
                            exercise price of each incentive stock Option shall
                            not be less than 100% of the Fair Market Value of
                            the underlying shares of Common Stock on the date of
                            the grant.

                  (ii)      No incentive stock Option shall be granted to any
                            Employee who directly or indirectly owns stock
                            possessing more than 10% of the total combined
                            voting power of all classes of stock of the
                            Corporation, unless at the time of such grant the
                            exercise price of the Option is at least 110% of the
                            Fair Market Value of the underlying shares of Common
                            Stock subject to the Option and such Option is not
                            exercisable after the expiration of five (5) years
                            from the date of the grant.

                  (iii)     No incentive stock Option shall be granted to a
                            person in his capacity as a Employee of a Subsidiary
                            if the Corporation has less than a 50% ownership
                            interest in such Subsidiary.

                  (iv)      Options shall contain such other terms as may be
                            necessary to qualify the Options granted therein as
                            incentive stock Options pursuant to Section 422 of
                            the Code, or any successor statute, including that
                            such incentive stock Options shall be granted only
                            to Employees, that such incentive stock Options are
                            non-transferrable to the extent required by the
                            Code, and which shall conform to all other
                            requirements of the Code.

                  (v)       To the extent required for an incentive stock
                            Option's treatment under Section 422 of the Code,
                            the aggregate Fair Market Value (determined as of
                            the time of the grant) of the Common Stock shall
                            not, with respect to which incentive stock Options
                            granted under this Plan and any other plan of the
                            Corporation or any Subsidiary become exercisable for
                            the first time by a Participant during any calendar
                            year, exceed $100,000.

         10.      RESTRICTED STOCK

                  A. Awards may be granted in the form of restricted stock.

                  B. Grants of restricted stock shall be awarded in exchange for
consideration in an amount determined by the Compensation Committee. The price,
if any, of such restricted stock shall be paid in cash, or at the discretion of
the Compensation Committee, all or part of the purchase price may be paid by
delivery of the Participant's full recourse promissory note, delivery of Common
Stock already

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owned by the Participant for at least six (6) months and valued at its Fair
Market Value, or any combination of the foregoing methods of payment, provided
no less than the par value of the stock is paid in cash, and the Participant has
rendered no less than three (3) months prior service to the Corporation.

                  C. The Compensation Committee shall have the discretion to
grant to a Participant receiving restricted shares all or any of the rights of a
stockholder while such shares continue to be subject to restrictions.

         11.      PERFORMANCE UNITS AND PERFORMANCE SHARES

                  A. Awards may be granted in the form of Performance Units or
Performance Shares. Awards of Performance Units and Performance Shares shall
refer to a commitment by the Corporation to make a distribution to the
Participant or to his beneficiary depending on (i) the attainment of the
performance objective(s) and other conditions established by the Compensation
Committee, and (ii) the base value of the Performance Unit or Performance
Shares, respectively, as established by the Compensation Committee.

                  B. Settlement of Performance Units and Performance Shares may
be in cash, in shares of Common Stock, or a combination thereof. The
Compensation Committee may designate a method of converting Performance Units
into Common Stock, including, but not limited to, a method based on the Fair
Market Value of Common Stock over a series of consecutive trading days or
otherwise.

                  C. Participants shall not be entitled to exercise any voting
rights with respect to Performance Units or Performance Shares, but the
Compensation Committee in its sole discretion may attach dividend equivalents to
such Awards.

         12.      STOCK APPRECIATION RIGHTS

                  A. Awards may be granted in the form of stock appreciation
rights. Stock appreciation rights may be awarded in tandem with a stock option,
in addition to a stock option, or may be free-standing and unrelated to a stock
option.

                  B. A stock appreciation right entitles the Participant to
receive from the Corporation an amount equal to the positive difference between
(i) the Fair Market Value of Common


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Stock on the date of exercise of the stock appreciation right and (ii) the grant
price or some other amount as the Compensation Committee may determine at the
time of grant (but not less than the Fair Market Value of Common Stock on the
date of grant).

                  C. With respect to persons subject to Section 16 of the
Exchange Act, a stock appreciation right may only be exercised during a period
which (i) begins on the third business day following a date when the
Corporation's quarterly summary statement of sales and earnings is released to
the public and (ii) ends on the 12th business day following such date. This
Section 12.C shall not apply if the exercise occurs automatically on the date
when a related stock option expires or if the Corporation's Common Stock is not
publicly traded.

                  D. Settlement of stock appreciation rights may be in cash, in
shares of Common Stock, or a combination thereof, as determined by the
Compensation Committee.

         13.      DEFERRAL OF AWARDS

         At the discretion of the Compensation Committee, payment of an Award,
dividend equivalent, or any portion thereof may be deferred until a time
established by the Compensation Committee. Deferrals shall be made in accordance
with guidelines established by the Compensation Committee to ensure that such
deferrals comply with applicable requirements of the Code and its regulations.
Deferrals shall be initiated by the delivery of a written, irrevocable election
by the participant to the Compensation Committee or its nominee. Such election
shall be made prior to the date specified by the Compensation Committee. The
Compensation Committee may also (A) credit interest equivalents on cash payments
that are deferred and set the rates of such interest equivalents and (B) credit
dividends equivalents on deferred payments denominated in the form of shares of
Common Stock.

         14.      EXERCISE OF STOCK OPTIONS OR AWARDS UPON TERMINATION OF
EMPLOYMENT OR SERVICES.

                  A. Upon cessation of service as a Non-Employee Director or
Service Provider, all stock Options granted under Sections 7 and 8 and held by a
Non-Employee Director or Service Provider as of the date of cessation of service
may be exercised by the Non-Employee Director or Service Provider


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or his/her heirs or legal representatives until the expiration of the option
term. Subject to Section 22, stock options granted to other Participants under
Section 9 may permit the exercise of Options upon the Participant's termination
of employment within the following periods, or such shorter periods as
determined by the Compensation Committee at the time of grant:

                     (i)    If on account of death, within twelve (12) months of
                            such event by the person or persons to whom the
                            Participant's rights pass by will or the laws of
                            descent or distribution.

                     (ii)   If on account of retirement (as defined from time to
                            time by Corporation policy), stock Options may be
                            exercised within three (3) months of such date of
                            retirement.

                     (iii)  If on account of resignation, Options may be
                            exercised within one (1) month of such termination.

                     (iv)   If terminated for cause (as defined from time to
                            time by Corporation policy), no unexercised Option
                            shall be exercisable to any extent after
                            termination.

                     (v)    If on account of the taking of a leave of absence
                            for the purpose of serving the government or the
                            country in which the principal place of employment
                            of the Participant is located, either in a military
                            or a civilian capacity, or for such other purpose or
                            reason as the Compensation Committee may approve, a
                            Participant shall not be deemed during the period of
                            any such absence alone to have terminated his
                            service, except as the Compensation Committee may
                            otherwise expressly provide.

                     (vi)   If on account of disability, within one year
                            following the disability of the Participant.

                     (vii)  If for any reason other than death, retirement,
                            resignation, termination for cause, or disability,
                            Options may be exercised within three (3) months of
                            such termination.

                  B. An unexercised Option shall be exercisable only to the
extent that such Option was exercisable on the date the Participant's employment
or service terminated. Notwithstanding the foregoing, and except as provided in
Section 14.A. above, terms relating to the exercisability of options may be
amended by the Compensation Committee before or after such termination so long
as such amendments do not adversely affect the rights of an Option holder.


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                  C. In no case may an unexercised option be exercised to any
extent by anyone after expiration of its term.

                  D. To the extent any Award other than stock options is
exercisable by a Participant, such Award shall be exercisable only until
termination (in the case of Employees only) or within the time periods specified
in A(i) to A(vii) above. In the case of a non-Employee Participant, such Award
will be exercisable in accordance with the terms thereof unless the Compensation
Committee has required continued service to the Corporation or a Subsidiary as a
condition to the exercise of an Award, in which event the exercise of an Award
following termination of services by a non-Employee Participant shall be as
provided for by the Compensation Committee.

         15.      ASSIGNABILITY

         The rights of a Participant under the Plan shall not be assignable by
such Participant, by operation of law or otherwise, without consent of the
Compensation Committee which may be granted in its sole discretion. No
Participant may create a lien on any funds, securities, rights or other property
to which such Participant may have an interest under the Plan, or which is held
by the Corporation for the account of the Participant under the Plan.

         16.      PAYMENT OF WITHHOLDING TAXES

         As a condition to receiving or exercising an Award, as the case may be,
the Participant may be required by the Compensation Committee, in its
discretion, to pay to the Corporation or the employer Subsidiary the amount of
all applicable Federal, state, local and foreign taxes required by law to be
paid or withheld relating to receipt or exercise of the Award. Alternatively,
the Corporation may withhold shares of Common Stock with an aggregate Fair
Market Value equal to such withholding taxes, from any Award in shares of Common
Stock, to the extent the withholding is required by law. The Corporation may
also accept delivery of Common Stock already owned by the Participant for at
least six (6) months and valued at its Fair Market Value. The Corporation also
may deduct such withholding taxes from any Award paid in cash.

         17.      AMENDMENTS


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         The Board of Directors may amend the Plan at any time and from time to
time, subject to the receipt of stockholder approval where required by Rule
16b-3, by the Code, by The Nasdaq Stock Market, Inc. or other exchange
regulations or by state corporation law. Rights and obligations under any Award
granted before amendment of the Plan shall not be materially altered or impaired
adversely by such amendment, except with consent of the person to whom the Award
was granted.

         18.      REGULATORY APPROVALS AND LISTINGS

         Notwithstanding any other provision in the Plan, the Corporation shall
have no obligation to issue or deliver certificates for shares of Common Stock
under the Plan prior to (A) obtaining approval from any governmental agency
which the Corporation determines is necessary or advisable, (B) admission of
such shares to listing on the stock exchange on which the Common Stock may be
listed, and (C) completion of any registration or other qualification of such
shares under any state or Federal law or ruling of any governmental body which
the Corporation determines to be necessary or advisable.

         19.      NO RIGHT TO CONTINUED EMPLOYMENT OR GRANTS

         Participation in the Plan shall not give any Employee any right to
remain in the employ of the Corporation or any Subsidiary. Further, the adoption
of this Plan shall not be deemed to give any Employee or other individual the
right to be selected as a Participant or to be granted an Award.

         20.      NO RIGHT, TITLE, OR INTEREST IN CORPORATION ASSETS

         No Participant shall have any rights as a stockholder of the
Corporation until the Participant acquires an unconditional right under an Award
to have shares of Common Stock issued to such Participant. In the case of a
recipient of a stock Option, the unconditional right to have shares of Common
Stock issued to such Participant shall be defined as the date upon which the
Participant has exercised the stock Option and tendered valid consideration to
the Corporation for the exercise thereof. To the extent any person acquires a
right to receive payments from the Corporation under this Plan, such rights
shall be no greater than the rights of an unsecured creditor of the Corporation.

         21.      SPECIAL PROVISION PERTAINING TO PERSONS SUBJECT TO SECTION 16


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         Notwithstanding any other item of this Plan, the following shall apply
to persons subject to Section 16 of the Exchange Act, except in the case of
death or disability or unless Section 16 shall be amended to provide otherwise
than as described below, in which event this Plan shall be amended to conform to
Section 16, as amended:

                  A. Restricted stock or other equity securities (within the
meaning used in Rule 16b-3 of the Exchange Act or any successor rule) offered
pursuant to this Plan must be held for at least six (6) months from the date of
grant; and

                  B. At least six (6) months must elapse from the date of
acquisition of any stock option, Performance Unit, Performance Share, stock
appreciation right or other derivative security (within the meaning used in Rule
16b-3 of the Exchange Act or any successor rule) issued pursuant to the Plan to
the date of disposition of such derivative security (other than upon exercise or
conversion) or its underlying equity security.

         22.      MERGER, REORGANIZATION, EXCHANGE OR SALE OF ASSETS

         In order to preserve a Participant's rights in the event the
Corporation enters into an agreement providing for the merger of the Corporation
into another corporation, an exchange of shares with another corporation, the
reorganization of the Corporation or the sale of substantially all of the
Corporation's assets, (i) the time period relating to the exercise or
realization of all outstanding Awards and Restricted Stock shall accelerate
immediately prior to the consummation of such Change in Control if the
Compensation Committee determines in its sole discretion to permit such
acceleration or if such acceleration is obligated by contract, and (ii) with
respect to Awards, the Compensation Committee in its discretion may, at any time
an Award is granted, or at any time thereafter, take one or more of the
following actions: (A) provide for the purchase or exchange of each Award for an
amount of cash or other property having a value equal to the difference, or
spread, between (x) the value of the cash or other property that the Participant
would have received pursuant to such Change in Control transaction in exchange
for the shares issuable upon exercise of the Award had the Award been exercised
immediately prior to such Change in Control transaction and (y) the exercise
price of such Award or the Purchase


                                      -16-
<PAGE>   17


Price under such Award; (B) adjust the terms of the Awards in a manner
determined by the Compensation Committee to reflect the Change in Control; (C)
cause the Awards to be assumed, or new rights substituted therefor, by another
entity, through the continuance of the Plan and the assumption of outstanding
Awards, or the substitution for such Awards of new Awards of comparable value
covering shares of a successor corporation, with appropriate adjustments as to
the number and kind of shares and Exercise Prices, in which event the Plan and
such Awards, or the new Awards substituted therefor, shall continue in a manner
and under the terms so provided; or (D) make such other provision as the
Compensation Committee may consider equitable. If the Compensation Committee
does not take any of the foregoing actions, all Awards shall terminate upon the
consummation of the Change in Control, unless the Common Stock remains listed or
admitted to trading on a national stock exchange, the Nasdaq SmallCap Market or
the Nasdaq National Market. The Compensation Committee shall cause written
notice of the proposed Change in Control transaction to be given to all
Participants not less than fifteen (15) days prior to the anticipated effective
date of the proposed transaction.

        23. REFERENCES TO THE SECURITIES ACT OF 1933, THE EXCHANGE ACT AND RULE
16B-3

        Any references within this Plan to the Securities Act of 1933, the
Exchange Act and/or Rule 16b-3 shall not be construed by any Participant as
obligating the Corporation in any manner to register a class of its securities
under the Securities Act of 1933 or to become a reporting company under the
Exchange Act. The Compensation Committee shall have the right, in its sole and
absolute discretion, to determine whether a public offering of any securities of
the Corporation is in the best interests of the Corporation and its
shareholders, and to determine if the Corporation will register any class of its
securities under the Exchange Act. Accordingly, any references in this Plan to
such provisions shall not in any way be construed or interpreted by any
Participant or by any court of competent jurisdiction as obligating the
Corporation to effect, at any time from and after the date hereof, a public
offering.

        24. GOVERNING LAW

        The Plan shall be governed by and construed in accordance with the laws
of the State of Delaware.


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