Exhibit 10.1

                        THE CRESCENT COMMUNICATIONS, INC.

                        2002 STOCK AND STOCK OPTION PLAN


1.        PURPOSE. The purpose of the Crescent Communications, Inc. 2002
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      Stock and Stock Option Plan ("the Plan") is to promote the financial
      interests of the Company, its subsidiaries and its shareholders by
      providing incentives in the form of stock or stock options to key
      employees, directors and Eligible Persons who contribute materially to the
      success and profitability of the Company. The grants will recognize and
      reward outstanding individual performances and contributions and will give
      such persons a proprietary interest in the Company, thus enhancing their
      personal interest in the Company's continued success and progress. This
      Plan will also assist the Company and its subsidiaries in attracting,
      retaining and motivating key employees, directors and eligible persons.
      The options granted under this Plan may be either Incentive Stock Options,
      as that term is defined in Section 422 of the Internal Revenue Code of
      1986, as amended, or Nonqualified options taxed under Section 83 of the
      Internal Revenue Code of 1986, as amended. Stock granted pursuant to this
      Plan, or Stock issued in connection with the exercise of Stock Options
      issued to this Plan, may be registered on Form S-8 or other appropriate
      form of registration statement.

          RULE 16B-3 PLAN. The Company is subject to the reporting requirements
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      of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
      and therefore the Plan is intended to comply with all applicable
      conditions of Rule 16b-3 (and all subsequent revisions thereof)
      promulgated under the Exchange Act. To the extent any provision of the
      Plan or action by the Committee or the Board of Directors or Committee
      fails to so comply, it shall be deemed null and void, to the extent
      permitted by law and deemed advisable by the Committee. In addition, the
      Committee or the Board of Directors may amend the Plan from time to time
      as it deems necessary in order to meet the requirements of any amendments
      to Rule 16b-3 without the consent of the shareholders of the Company.

          EFFECTIVE DATE OF PLAN. The effective date of this Plan shall be June
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      1, 2002 (the "Effective Date"). The Board of Directors shall, within one
      year of the Effective Date, submit the Plan for approval to the
      shareholders of the Company. The plan shall be approved by at least a
      majority of shareholders voting in person or by proxy at a duly held
      shareholders' meeting, or if the provisions of the corporate charter,
      by-laws or applicable state law prescribes a greater degree of shareholder
      approval for this action, the approval by the holders of that percentage,
      at a duly held meeting of shareholders. No Incentive Option or
      Nonqualified Stock Option shall be granted pursuant to the Plan ten years
      after the Effective Date. In the event that the Plan is not approved by
      the shareholders of the Company, the Plan shall be deemed to be a
      non-qualified stock option plan.

2.        DEFINITIONS. The following definitions shall apply to this Plan:
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     (a)  "Affiliate" means any parent corporation and any subsidiary
          corporation. The term "parent corporation" means any corporation
          (other than the Company) in an unbroken chain of corporations ending
          with the Company if, at the time of the action or transaction, each of
          the corporations other than the Company owns stock possessing 50% or
          more of the total combined voting power of all classes of stock


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          in one of the other corporations in the chain. The term "subsidiary
          corporation" means any corporation (other than the Company) in an
          unbroken chain of corporations beginning with the Company if, at the
          time of the action or transaction, each of the corporations other than
          the last corporation in the unbroken chain owns stock possessing 50%
          or more of the total combined voting power of all classes of stock in
          one of the other corporations in the chain.

     (b)  "Agreement" means, individually or collectively, any agreement entered
          into pursuant to the Plan pursuant to which Stock or Options are
          granted to a participant.

     (c)  "Award" means each of the following granted under this Plan: Stock,
          Incentive Stock Options or Nonqualified Stock Options.

     (d)  "Board" means the board of directors of the Company.

     (e)  "Cause" shall mean, for purposes of whether and when a participant has
          incurred a Termination of Employment for Cause: (i) any act or
          omission which permits the Company to terminate the written agreement
          or arrangement between the participant and the Company or a Subsidiary
          or Parent for Cause as defined in such agreement or arrangement; or
          (ii) in the event there is no such agreement or arrangement or the
          agreement or arrangement does not define the term "cause," then Cause
          shall mean an act or acts of dishonesty by the participant resulting
          or intending to result directly or indirectly in gain to or personal
          enrichment of the participant at the Company's expense and/or gross
          negligence or willful misconduct on the part of the participant.

     (f)  "Change in Control" means, for purposes of this Plans

          1.   there shall be consummated (i) any consolidation or merger of the
                    Company in which the Company is not the continuing or
                    surviving corporation or pursuant to which shares of the
                    Company's common stock would be converted into cash,
                    securities or other property, other than a merger of the
                    Company in which the holders of the Company's common stock
                    immediately prior to the merger have substantially the same
                    proportionate ownership of common stock of the surviving
                    corporation immediately after the merger; or (ii) any sale,
                    lease, exchange or other transfer (in one transaction or a
                    series of related transactions) of all or substantially all
                    of the assets of the Company; or

          2.   the shareholders of the Company shall approve any plan or
                    proposal for the liquidation or dissolution of the Company;
                    or

     (g)  "Code" means the Internal Revenue Code of 1986, as amended, final
          Treasury Regulations thereunder and any subsequent Internal Revenue
          Code.

     (h)  "Committee" means the Compensation Committee of the Board of Directors
          or such other committee designated by the Board of Directors. The
          Committee shall be comprised solely of at least two members who are
          both Disinterested Persons and Outside Directors. If there is no
          Committee, then the Board of Directors shall assume the duties of the
          Committee.


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     (i)  "Common Stock" or Stock" means the Common Stock, par value per share
          of the Company whether presently or hereafter issued, or such other
          class of shares or securities as to which the Plan may be applicable,
          pursuant to Section 11 herein.

     (j)  "Company" means Crescent Communications, Inc., a Nevada corporation
          and includes any successor or assignee company corporations into which
          the Company may be merged, changed or consolidated; any company for
          whose securities the securities of the Company shall be exchanged; and
          any assignee of or successor to substantially all of the assets of the
          Company.

     (k)  "Continuous Service" means the absence of any interruption or
          termination of employment with or service to the Company or any Parent
          or Subsidiary of the Company that now exists or hereafter is organized
          or acquired by or acquires the Company. Continuous Service shall not
          be considered interrupted in the case of sick leave, military leave,
          or any other bona fide leave of absence of less than ninety (90) days
          (unless the participants right to reemployment is guaranteed by
          statute or by contract) or in the case of transfers between locations
          of the Company or between the Company, its Parent, its Subsidiaries or
          its successors

     (l)  "Date of Grant" means the date on which the Committee grants Stock or
          Options.

     (m)  "Director" means any member of the Board of Directors of the Company
          or any Parent or subsidiary of the Company that now exists or
          hereafter is organized or acquired by or acquires the Company.

     (n)  "Non Employee Director" means a "Non Employee Director" as that term
          is defined in Rule 16b-3 under the Exchange Act.

     (o)  "Eligible Persons" shall mean, with respect to the Plan, those persons
          who, at the time that an Award is granted, are (i) officers, directors
          or employees of the Company or Affiliate or (ii) attorneys,
          consultants or subcontractors of the Company or affiliate.

     (p)  "Employee" means any person employed on an hourly or salaried basis by
          the Company or any Parent or Subsidiary of the Company that now exists
          or hereafter is organized or acquired by or acquires the Company.

     (q)  "Exchange Act" means the Securities Exchange Act of 1934, as amended
          and the rules and regulations promulgated thereunder.

     (r)  "Fair Market Value" means (i) if the Common Stock is not listed or
          admitted to trade on a national securities exchange and if bid and ask
          prices for the Common Stock are not furnished through NASDAQ or a
          similar organization, the value established by the Committee, in its
          sole discretion, for purposes of the Plan; (ii) if the Common Stock is
          listed or admitted to trade on a national securities exchange or a
          national market system, the closing price of the Common Stock, as
          published in the Wall Street Journal, so listed or admitted to trade
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          on such date or, if there is no trading of the Common Stock on such
          date, then the closing price of the Common Stock on the next preceding
          day on which there was trading in such shares; or (iii) if the Common
          Stock is not listed or admitted to trade on a national securities
          exchange or a national market system, the mean between the bid and


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          ask price for the Common Stock on such date, as furnished by the
          National Association of Securities Dealers, Inc. through NASDAQ or a
          similar organization if NASDAQ is no longer reporting such
          information. If trading in the stock or a price quotation does not
          occur on the Date of Grant, the next preceding date on which the stock
          was traded or a price was quoted will determine the fair market value.

     (s)  "Incentive Stock Option" means a stock option, granted pursuant to
          either this Plan or any other plan of the Company, that satisfies the
          requirements of Section 422 of the Code and that entitles the Optionee
          to purchase stock of the Company or in a corporation that at the time
          of grant of the option was a Parent or subsidiary of the Company or a
          predecessor company of any such company.

     (t)  "Nonqualified Stock Option" means an Option to purchase Common Stock
          in the Company granted under the Plan other than an Incentive Stock
          Option within the meaning of Section 422 of the Code.

     (u)  "Option"  means  a  stock  option  granted  pursuant  to  the  Plan.

     (v)  "Option Period" means the period beginning on the Date of Grant and
          ending on the day prior to the tenth anniversary of the Date of Grant
          or such shorter termination date as set by the Committee.

     (w)  "Optionee" means an Employee (or Director or subcontractor) who
          receives an Option.

     (x)  "Parent" means any corporation which owns 50% or more of the voting
          securities of the Company.

     (y)  "Plan" means this 2002 Stock and Stock Option Plan as may be amended
          from time to time.

     (z)  "Share" or "Stock" means the Common Stock, as adjusted in accordance
          with Paragraph 11 of the Plan.

    (aa)  "Ten Percent Shareholder" means an individual who, at the time the
          Option is granted, owns Stock possessing more than 10% of the total
          combined voting power of all classes of stock of the Company or of any
          Affiliate. An individual shall be considered as owning the Stock
          owned, directly or indirectly, by or for his brothers and sisters
          (whether by the whole or half blood), spouse, ancestors, and lineal
          descendants; and Stock owned, directly or indirectly, by or for a
          corporation, partnership, estate, or trust, shall be considered as
          being owned proportionately by or for its shareholders, partners, or
          beneficiaries.

    (bb)  "Termination" or "Termination of Employment" means the occurrence of
          any act or event whether pursuant to an employment agreement or
          otherwise that actually or effectively causes or results in the
          person's ceasing, for whatever reason, to be an officer or employee of
          the Company or of any Subsidiary or Parent including, without
          limitation, death, disability, dismissal, severance at the election of
          the participant, retirement, or severance as a result of the
          discontinuance, liquidation, sale or transfer by the Company or its
          Subsidiaries or Parent of all businesses owned or operated by the
          Company or its Subsidiaries. A Termination of Employment shall occur
          to an employee who is employed by an Subsidiary if the


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          Subsidiary shall cease to be a Subsidiary and the participant shall
          not immediately thereafter become an employee of the Company or a
          Subsidiary.

    (cc)  "Subsidiary" means any corporation 50% or more of the voting
          securities of which are owned directly or indirectly by the Company at
          any time during the existence of this Plan.

     In addition, certain other terms used in this Plan shall have the
definitions given to them in the first place in which they are used.


3.        ADMINISTRATION.
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     (a)  This Plan will be administered by the Committee. A majority of the
     full Committee constitutes a quorum for purposes of administering the Plan,
     and all determinations of the Committee shall be made by a majority of the
     members present at a meeting at which a quorum is present or by the
     unanimous written consent of the Committee.

     (b)  If no Committee has been appointed, members of the Board may vote on
     any matters affecting the administration of the Plan or the grant of any
     Stock or Option pursuant to the Plan, except that no such member shall act
     on the granting of Stock or an Option to himself, but such member may be
     counted in determining the existence of a quorum at any meeting of the
     Board during which action is taken with respect to the granting of Options
     to him.

     (c)  Subject to the terms of this Plan, the Committee has the sole and
     exclusive power to:

          1.   select the participants in this Plan;

          2.   establish the terms of the Stock or Options granted to each
                    participant which may not be the same in each case;

          3.   determine the total number of shares of Stock to grant to a
                    grantee, or options to grant to an Optionee, which may not
                    be the same amount to each Eligible Person in each case;

          4.   fix the Option period for any Option granted which may not be the
                    same in each case; and

          5.   make all other determinations necessary or advisable under the
                    Plan.

          6.   determine the minimum number of shares with respect to which
                    Options may be exercised in part at any time.

          7.   The Committee has the sole and absolute discretion to determine
                    whether the performance of an Eligible Person warrants an
                    award under this Plan, and to determine the amount of the
                    award.

          8.   The Committee has full and exclusive power to construe and
                    interpret this Plan, to prescribe and rescind rules and
                    regulations relating to this Plan, and take all actions
                    necessary or advisable for the Plan's administration. Any
                    such determination made by the Committee will be final and
                    binding on all persons.


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     (d) A member of the Committee will not be liable for performing any act or
     making any determination in good faith.

4.        SHARES  SUBJECT  TO  STOCK  GRANT  OR  STOCK  OPTION  GRANT.  Subject
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     to the provisions of Paragraph 11 of the Plan, the maximum aggregate number
     of Shares that may be granted or optioned and sold under the Plan shall be
     450,000. Such shares may be authorized but unissued, or may be treasury
     shares. If an Option shall expire or become unexercisable for any reason
     without having been exercised in full, the unpurchased Shares that were
     subject to the Option shall, unless the Plan has then terminated, be
     available for other Options under the Plan.

     (a)  Eligible Persons . Every Eligible Person, as the Committee in its
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          sole discretion designates, is eligible to participate in this Plan.
          Directors who are not employees of the Company or any subsidiary or
          Parent shall only be eligible to receive Incentive Stock Options if
          and as permitted be applicable law and regulations. The Committee's
          award of an Option to a participant in any year does not require the
          Committee to award an Option to that participant in any other year.
          Furthermore, the Committee may award different Options to different
          participants. The Committee may consider such factors as it deems
          pertinent in selecting participants and in determining the amount of
          their Stock or Option, including, without limitation;

            (i)   the financial condition of the Company or its Subsidiaries;

            (ii)  expected profits for the current or future years;

            (iii) the contributions of a prospective participant to the
                  profitability or success of the Company or its
                  Subsidiaries; and

            (iv)  the adequacy of the prospective participant's other
                  compensation.

            Participants may include persons to whom stock, stock options, or
            other benefits previously were granted under this or another plan of
            the Company or any Subsidiary, whether or not the previously granted
            benefits have been fully exercised.

     (b)  No Right of Employment. A Grantee's or an Optionee's right, if any,
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          to continue to serve the Company and its Subsidiaries as an Employee
          will not be enlarged or otherwise affected by his designation as a
          participant under this Plan, and such designation will not in any way
          restrict the right of the Company or any Subsidiary, as the case may
          be, to terminate at any time the employment of any

5.   REQUIREMENTS OF OPTION GRANTS. Each Option granted under this Plan
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     shall satisfy the following requirements.

     (a)  Written Option. An Option shall be evidenced by a written Agreement
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          specifying (i) the number of Shares that may be purchased by its
          exercise, (ii) the intent of the Committee as to whether the Option is
          be an Incentive Stock Option or a Non-qualified Stock Option, (iii)
          the Option period for any Option granted and (iv) such terms and
          conditions consistent with the Plan as the Committee shall determine,
          all of which may differ between various Optionees and various
          Agreements.


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     (b)  Duration of Option. Each Option may be exercised only during the
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          Option Period designated for the Option by the Committee. At the end
          of the Option Period the Option shall expire.

     (c)  Option Exercisability. The Committee, on the grant of an Option, each
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               Option shall be exercisable only in accordance with its terms.

     (d)  Acceleration of Vesting. Subject to the provisions of Section 5(b),
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     the Committee may, in it its sole discretion, provide for the exercise of
     Options either as to an increased percentage of shares per year or as to
     all remaining shares. Such acceleration of vesting may be declared by the
     Committee at any time before the end of the Option Period, including, if
     applicable, after termination of the Optionee's Continuous Service by
     reason of death, disability, retirement or termination of employment.

     (e)  Option Price. Except as provided in Section 6(a) the Option price
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          of each Share subject to the Option shall equal the Fair Market Value
          of the Share on the Option's Date of Grant.

     (f)  Termination of Employment Any Option which has not vested at the
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          time the Optionee ceases Continuous Service for any reason other than
          death, disability or retirement shall terminate upon the last day that
          the Optionee is employed by the Company. Incentive Stock Options must
          be exercised within three months of cessation of Continuous Service
          for reasons other death, disability or retirement in order to qualify
          for Incentive Stock Option tax treatment. Nonqualified Options may be
          exercised any time during the Option Period regardless of employment
          status.

     (g)  Death. In the case of death of the Optionee, the beneficiaries
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          designated by the Optionee shall have one year from the Optionee's
          demise or to the end of the Option Period, whichever is earlier, to
          exercise the Option, provided, however, the Option may be exercised
          only for the number of Shares for which it could have been exercised
          at the time the Optionee died, subject to any adjustment under
          Sections 5(d) and 11.

     (h)  Retirement. Any Option which has not vested at the time the
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          Optionee ceases Continuous Service due to retirement shall terminate
          upon the last day that the Optionee is employed by the Company. Upon
          retirement Incentive Stock Options must be exercised within three
          months of cessation of Continuous Service in order to qualify for
          Incentive Stock Option tax treatment. Nonqualified Options may be
          exercised any time during the Option Period regardless of employment
          status

     (i)  Disability. In the event of termination of Continuous Service due
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          to total and permanent disability (within the meaning of Section 422
          of the Code), the Option shall lapse at the earlier of the end of the
          Option Period or twelve months after the date of such termination,
          provided, however, the Option can be exercised at the time the
          Optionee became disabled, subject to any adjustment under Sections
          5(d) and 11.

6.   INCENTIVE STOCK OPTIONS. Any Options intended to qualify as an
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Incentive Stock Option shall satisfy the following requirements in addition to
the other requirements of the Plan:

     (a)  Ten Percent Shareholders. An Option intended to qualify as an
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          Incentive Stock Option granted to an individual who, on the Date of
          Grant, owns stock possessing more than ten (10) percent of the total
          combined voting power of all classes of stock


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          of either the Company or any Parent or Subsidiary, shall be granted at
          a price of 110 percent of Fair Market Value on the Date of Grant and
          shall be exercised only during the five-year period immediately
          following the Date of Grant. In calculating stock ownership of any
          person, the attribution rules of Section 425(d) of the Code will
          apply. Furthermore, in calculating stock ownership, any stock that the
          individual may purchase under outstanding options will not be
          considered.

     (b)  Limitation on Incentive Stock Options The aggregate Fair Market
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          Value, determined on the date of Grant, of stock in the Company
          exercisable for the first time by any Optionee during any calendar
          year, under the Plan and all other plans of the Company or its Parent
          or Subsidiaries (within the meaning of Subsection (d) of Section 422
          of the Code) in any calendar year shall not exceed $100,000.00.

     (c)  Exercise of Incentive Stock Options. No disposition of the shares
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          underlying an Incentive Stock Option may be made within two years from
          the Date of Grant nor within one year after the exercise of such
          incentive Stock Option.

     (d)  Approval of Plan. No Option shall qualify as an Incentive Stock
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          Option unless this Plan is approved by the shareholders within one
          year of the Plan's adoption by the Board.

7.     NONQUALIFIED AND INCENTIVE STOCK OPTIONS. Any Option not
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     intended to qualify as an Incentive Stock Option shall be a Nonqualified
     Stock Option. Nonqualified Stock Options shall satisfy each of the
     requirements of Section 5 of the Plan. An Option intended to qualify as an
     Incentive Stock Option, but which does not meet all the requirements of an
     Incentive Stock Option shall be treated as a Nonqualified Stock Option.

8.     METHOD OF EXERCISE. An Option granted under this Plan shall be
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     deemed exercised when the person entitled to exercise the Option (i)
     delivers written notice to the President of the Company of the decision to
     exercise, (ii) concurrently tenders to the Company full payment for the
     Shares to be purchased pursuant to the exercise, and (iii) complies with
     such other reasonable requirements as the Committee establishes pursuant to
     Section 3 of the Plan. During the lifetime of the Employee to whom an
     Option is granted, such Option may be exercised only by him. Payment for
     Shares with respect to which an Option is exercised may be in cash, or by
     certified check, or wholly or partially in the form of Common Stock of the
     Company having a fair market value equal to the Option Price. No person
     will have the rights of a shareholder with respect to Shares subject to an
     Option granted under this Plan until a certificate or certificates for the
     Shares have been delivered to him.

     An Option granted under this Plan may be exercised in increments of not
less than 10% of the full number of Shares as to which it can be exercised. A
partial exercise of an Option will not effect the holder's right to exercise the
Option from time to time in accordance with this Plan as to the remaining Shares
subject to the Option.

9.     TAXES. COMPLIANCE WITH LAW: APPROVAL OF REGULATORY BODIES. The
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     Company, if necessary or desirable, may pay or withhold the amount of any
     tax attributable to any Shares deliverable or amounts payable under this
     Plan, and the Company may defer making delivery or payment until it is
     indemnified to its satisfaction for the tax. Options are exercisable, and
     Shares can be delivered and payments made under this Plan, only in
     compliance with all applicable federal and state laws and regulations,
     including, without limitation, state and federal securities laws, and the
     rules of all stock exchanges on which the Company's stock is listed at any
     time. An Option is exercisable only if either (i) a registration statement


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     pertaining to the Shares to be issued upon exercise of the Option has been
     flied with and declared effective by the Securities and Exchange Commission
     and remains effective on the date of exercise, or (ii) an exemption from
     the registration requirements of applicable securities laws is available.
     This plan does not require the Company, however, to file such registration
     statement or to assure the availability of such exemptions. Any certificate
     issued to evidence Shares issued under the Plan may bear such legends and
     statements, and shall be subject to such transfer restrictions, as the
     Committee deems advisable to assure compliance with federal and state laws
     and regulations and with the requirements of this Section 9 of the Plan. No
     Option may be exercised, and no Shares may be issued under this Plan, until
     the Company has obtained the consent or approval of every regulatory body,
     federal or state, having jurisdiction over such matter as the Committee
     deems advisable.

               Each Person who acquires the right to exercise an Option by
          bequest or inheritance may be required by the Committee to furnish
          reasonable evidence of ownership of the Option as a condition to his
          exercise of the Option. In addition, the Committee may require such
          consents and release of taxing authorities as the Committee deems
          advisable.

10.    ASSIGNABILITY. An Option granted under this Plan is not
       -------------
     transferable except by will or the laws of descent and distribution. The
     Option may be exercised only by the Optionee during the life of the
     Optionee. More particularly, but without limitation of the foregoing, the
     Option may be not be assigned or transferred except as provided above and
     shall not be assignable by operation of law and shall not be subject to
     execution, attachment or similar process. Any attempted assignment,
     transfer or distribution contrary to the provisions hereof shall be null
     and void and without effect.

11.    ADJUSTMENT UPON CHANGE OF SHARES. If a reorganization, merger,
       --------------------------------
     consolidation, reclassification, recapitalization, combination or exchange
     of shares, stock split, stock dividend, rights offering, or other expansion
     or contraction of the Common Stock of the Company occurs, the number and
     class of Shares for which Options are authorized to be granted under this
     Plan, the number and class of Shares then subject to Options previously
     granted under this Plan, and the price per Share payable upon exercise of
     each Option outstanding under this Plan shall be equitably adjusted by the
     Committee to reflect such changes. To the extent deemed equitable and
     appropriate by the Committee or the Board, subject to any required action
     by shareholders, in any merger, consolidation, reorganization, liquidation
     or dissolution, any Option granted under the Plan shall pertain to the
     securities and other property to which a holder of the number of Shares of
     stock covered by the Option would have been entitled to receive in
     connection with such event.

12.    ACCELERATIONS OF OPTIONS UPON CHANGE IN CONTROL. In the event that a
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     Change of Control has occurred with respect to the Company, any and all
     Options will become fully vested and immediately exercisable with such
     acceleration to occur without the requirement of any further act by either
     the Company or the participant, subject to Section 9 hereof.

13.    LIABILITY OF THE COMPANY. The Company, its Parent and any Subsidiary
       ------------------------
     that is in existence or hereafter comes into existence shall not be liable
     to any person for any tax consequences expected but not realized by an
     Optionee or other person due to the grant of Stock or the exercise of an
     Option.

14.    EXPENSES OF PLAN. The Company shall bear the expenses of
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     administering the Plan.

15.    DURATION OF PLAN. Stock or Options may be granted under this
       ----------------
     Plan only within 10 years


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     from the effective date of the Plan.

16.    AMENDMENT, SUSPENSION OR TERMINATION OF PLAN. The Board of
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     Directors of the Company may amend, terminate or suspend this Plan at any
     time, in its sole and absolute discretion; provided, however, that to the
     extent required to qualify this Plan under Rule 16b-3 promulgated under
     Section 16 of the Exchange Act, no amendment that would (a) materially
     increase the number of shares of Stock that may be issued under this Plan,
     (b) materially modify the requirements as to eligibility for participation
     in this Plan, or (c) otherwise materially increase the benefits accruing to
     participants under this Plan, shall be made without the approval of the
     Company's shareholders; provided further, however, that to the extent
     required to maintain the status of any Incentive Option under the Code, no
     amendment that would (a) change the aggregate number of shares of Stock
     which may be issued under Incentive Options, (b) change the class of
     employees eligible to receive Incentive Options, or (c) decrease the Option
     price for Incentive Options below the Fair Market Value of the Stock at the
     time it is granted, shall be made without the approval of the Company's
     shareholders. Subject to the preceding sentence, the Board of Directors
     shall have the power to make any changes in the Plan and in the regulations
     and administrative provisions under it or in any outstanding Incentive
     Option as in the opinion of counsel for the Company may be necessary or
     appropriate from time to time to enable any Incentive Option granted under
     this Plan to continue to qualify as an incentive stock option or such other
     stock option as may be defined under the Code so as to receive preferential
     federal income tax treatment. Notwithstanding the foregoing, no amendment,
     suspension or termination of the Plan shall act to impair or extinguish
     rights in Options already granted at the date of such amendment, suspension
     or termination.

17.       FORFEITURE. Notwithstanding any other provisions of this
          ----------
     Plan, if the Committee finds by a majority vote after full consideration of
     the facts that an Eligible Person, before or after termination of his
     employment with the Company or an Affiliate for any reason (a) committed or
     engaged in fraud, embezzlement, theft, commission of a felony, or proven
     dishonesty in the course of his employment by the Company or an Affiliate,
     which conduct damaged the Company or Affiliate, or disclosed trade secrets
     of the Company or an Affiliate, or (b) participated, engaged in or had a
     material, financial or other interest, whether as an employee, officer,
     director, consultant, contractor, shareholder, owner, or otherwise, in any
     commercial endeavor anywhere which is competitive with the business of the
     Company or an Affiliate without the written consent of the Company or
     Affiliate, the Eligible Person shall forfeit all outstanding Options,
     including all exercised Options and other situations pursuant to which the
     Company has not yet delivered a stock certificate. Clause (b) shall not be
     deemed to have been violated solely by reason of the Eligible Person=s
     ownership of stock or securities of any publicly owned corporation, if that
     ownership does not result in effective control of the corporation.

          The decision of the Committee as to the cause of an Employee's
     discharge, the damage done to the Company or an Affiliate, and the extent
     of an Eligible Person=s competitive activity shall be final. No decision of
     the Committee, however, shall affect the finality of the discharge of the
     Employee by the Company or an Affiliate in any manner.

18.       INDEMNIFICATION OF THE COMMITTEE AND THE BOARD OF DIRECTORS.
          -----------------------------------------------------------
     With respect to administration of this Plan, the Company shall indemnify
     each present and future member of the Committee and the Board of Directors
     against, and each member of the Committee and the Board of Directors shall
     be entitled without further act on his part to


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     indemnity from the Company for, all expenses (including attorney's fees,
     the amount of judgments and the amount of approved settlements made with a
     view to the curtailment of costs of litigation, other than amounts paid to
     the Company itself) reasonably incurred by him in connection with or
     arising out of any action, suit, or proceeding in which he may be involved
     by reason of his being or having been a member of the Committee and/or the
     Board of Directors, whether or not he continues to be a member of the
     Committee and/or the Board of Directors at the time of incurring the
     expenses, including, without limitation, matters as to which he shall be
     finally adjudged in any action, suit or proceeding to have been found to
     have been negligent in the performance of his duty as a member of the
     Committee or the Board of Directors. However, this indemnity shall not
     include any expenses incurred by any member of the Committee and/or the
     Board of Directors in respect of matters as to which he shall be finally
     adjudged in any action, suit or proceeding to have been guilty of gross
     negligence or willful misconduct in the performance of his duty as a member
     of the Committee and the Board of Directors. In addition, no right of
     indemnification under this Plan shall be available to or enforceable by any
     member of the Committee and the Board of Directors unless, within 60 days
     after institution of any action, suit or proceeding, he shall have offered
     the Company the opportunity to handle and defend same at its own expense.
     The failure to notify the Company within 60 days shall only affect a
     Director or committee member's right to indemnification if said failure to
     notify results in an impairment of the Company's rights or is detrimental
     to the Company. This right of indemnification shall inure to the benefit of
     the heirs, executors or administrators of each member of the Committee and
     the Board of Directors and shall be in addition to all other rights to
     which a member of the Committee and the Board of Directors may be entitled
     as a matter of law, contract, or otherwise.

19.       GENDER. If the context requires, words of one gender when
          ------
     used in this Plan shall include the others and words used in the singular
     or plural shall include the other.

20.       HEADINGS. Headings of Articles and Sections are included for
          --------
     convenience of reference only and do not constitute part of the Plan and
     shall not be used in construing the terms of the Plan.

21.       OTHER COMPENSATION PLANS. The adoption of this Plan shall not
          ------------------------
     affect any other stock option, incentive or other compensation or benefit
     plans in effect for the Company or any Affiliate, nor shall the Plan
     preclude the Company from establishing any other forms of incentive or
     other compensation for employees of the Company or any Affiliate.

22.       OTHER OPTIONS OR AWARDS. The grant of Stock or an Option or
          -----------------------
     Awards shall not confer upon the Eligible Person the right to receive any
     future or other Stock, Options or Awards under this Plan, whether or not
     Stock, Options or Awards may be granted to similarly situated Eligible
     Persons, or the right to receive future Stock, Options or Awards upon the
     same terms or conditions as previously granted.

23        GOVERNING LAW. The provisions of this Plan shall be construed,
          --------------
     administered, and governed under the laws of the State of Texas.


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