1995 EXECUTIVE STOCK INCENTIVE PLAN

Section 1.        Purpose

         This 1995 Executive Stock Incentive Plan (the "Plan") is intended as an
employment  incentive and to encourage  stock  ownership by certain key officers
and  employees  (collectively,  "Key  Persons") of Harding  Associates,  Inc., a
Delaware corporation and its wholly owned domestic  subsidiaries  (collectively,
the  "Company")  so that they may  increase  their  proprietary  interest in the
success of the Company. In this way, the Company will be assisted in its efforts
to attract  and  retain  highly  qualified  personnel  and to further  align the
executives' interest with that of the Company's stockholders.

Section 2.        Administration

         (a) The Plan shall be administered by the  Compensation  Committee (the
"Committee"),  appointed  by the Board of  Directors  from among the  Directors,
consisting  of  not  less  than  three   members,   each  of  whom  shall  be  a
"disinterested  person"  within the  meaning of Rule  16b-3  promulgated  by the
Securities and Exchange  Commission as in effect prior to May 1, 1991 ("Old Rule
16b-3"),  and,  effective  upon the date when  reliance  on Old Rule 16b-3 is no
longer permitted, each member of the Committee shall be a "disinterested person"
within the meaning of Rule 16b-3, or such successor rule or regulation,  as then
in effect.

         (b) The  Committee  shall  have  full  and  complete  authority  in its
discretion to determine,  among other things,  the Key Persons to whom,  and the
time or times at which,  shares of the Company's  common stock shall be awarded,
the nature,  timing, price and size of such awards, and whether the awards shall
be made in lieu of regular compensation, bonus payments, or in addition thereto.
The Committee  shall have full and complete  authority to interpret the Plan, to
prescribe,  amend,  and rescind rules and  regulations  pertaining to it, and to
make  all  other   determinations   deemed   necessary  or  desirable   for  the
administration of the Plan.

Section 3.        Participation in the Plan

         (a)  Participation  in the Plan shall be limited to such Key Persons as
shall from time to time be selected by the Committee.

         (b) In  determining  the Key  Persons to whom  shares of the  Company's
common  stock  shall be  granted  and the number of shares to be covered by each
award, the Committee shall take into  consideration  current  position,  current
salary,  value of the  services  rendered  and  expected  to be  rendered to the
Company, recommendations of senior management, and other relevant factors.

         (c) No member of the Board of  Directors  who is not also an officer or
employee of the Company shall be eligible to participate in the Plan.

Section 4.        Common Stock Subject to the Plan

         (a) The total  number of shares of the  authorized  common stock of the
Company  that may be issued  pursuant to the Plan shall be 200,000  shares,  and
such shares shall be reserved for that purpose. The stock to be awarded pursuant
to the Plan may be unissued shares or treasury shares.

         (b) In the event of changes in the number of shares of common  stock of
the Company by reason of stock dividends, split ups, recapitalizations, mergers,
consolidations,  combinations  or exchanges of shares and the like, the Board of
Directors  shall make such  adjustments  as shall be just and  equitable  in the
number of kind of shares reserved for award to Key Persons under the Plan and in
any other  matters  that relate to the stock awards and that are affected by the
changes referred to above.

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Section 5.        Securities Law Considerations

         Neither the Plan nor the Company shall be obligated to issue any shares
of common stock pursuant to the Plan at any time unless and until all applicable
requirements  imposed by any federal and state  securities and other laws, rules
and regulations, by any regulatory agencies, or by any stock exchange upon which
the common stock may be listed, have been fully met. As a condition precedent to
any issuance of shares of common stock and delivery of  certificates  evidencing
such shares pursuant to the Plan, the Committee may require a Key Person to take
such  action  and to  make  any  such  representation  as the  Committee  in its
discretion  deems  necessary  or  advisable  to  insure   compliance  with  such
requirements.  Key Persons are  responsible  for complying  with all  applicable
federal and state securities and other laws, rules and regulations in connection
with any offer,  sale or other transfer of the shares of the common stock issued
pursuant to the Plan or any interest therein.

Section 6.        Amendment

         The Board of Directors  has the right at any time and from time to time
to amend or modify the Plan,  except that (a) no such amendment or  modification
shall  revoke  or alter  the  terms of any stock  award  previously  awarded  in
accordance  with the Plan,  without the consent of the holder of the stock,  and
(b) to the extent  required for the Plan to comply or maintain  compliance  with
Old  Rule  16b-3  or  any  successor  rule  or  regulation,  such  amendment  or
modification shall be subject to stockholder approval.

Section 7.        Withholding Taxes

         All taxes, if any,  required to be withheld and payable with respect to
the award of stock will be deducted from the Key Person's salary. If at any time
such  amounts  are not  adequate to cover taxes  required  to be  withheld,  the
participant shall make adequate and timely  arrangement with the Company for the
payment of the excess as a condition of such award.

Section 8.        Effectiveness of the Plan

         The Plan shall  become  effective on the date the  stockholders  of the
Company  approve the Plan by the  affirmative  votes of holders of a majority of
the shares  present in person or  represented by proxy and entitled to vote at a
duly held meeting of stockholders.  The Plan will terminate ten (10) years after
the effective date unless sooner terminated by the Board.


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