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                                                                     EXHIBIT 4.1

                           EARTH SEARCH SCIENCES, INC.
                          2003 STOCK COMPENSATION PLAN

SECTION 1. PURPOSE OF THE PLAN. The purpose of the 2003 Stock  Compensation Plan
("Plan")  is to maintain  the ability of Earth  Search  Sciences,  Inc.,  a Utah
corporation  (the  "Company") and its  subsidiaries to attract and retain highly
qualified and experienced directors,  employees and consultants and to give such
directors,  employees and  consultants a continued  proprietary  interest in the
success of the Company and its subsidiaries. In addition the Plan is intended to
encourage  ownership of common stock,  $.001 par value ("Common Stock"),  of the
Company by the  directors,  employees  and  consultants  of the  Company and its
Affiliates  (as  defined  below) and to  provide  increased  incentive  for such
persons to render  services and to exert  maximum  effort for the success of the
Company's  business.  The Plan provides  eligible  employees and consultants the
opportunity to participate in the enhancement of shareholder value by the grants
of warrants,  options,  restricted common,  unrestricted common and other awards
under this Plan and to have their  bonuses  and/or  consulting  fees  payable in
warrants,  restricted  common,  unrestricted  common  and other  awards,  or any
combination thereof. In addition, the Company expects that the Plan will further
strengthen the  identification of the directors,  employees and consultants with
the stockholders. Certain options and warrants to be granted under this Plan are
intended to qualify as Incentive Stock Options ("ISOs")  pursuant to Section 422
of the Internal Revenue Code of 1986, as amended  ("Code"),  while other options
and warrants  granted under this Plan will be  nonqualified  options or warrants
which are not intended to qualify as ISOs  ("Nonqualified  Options"),  either or
both as provided in the agreements  evidencing the options or warrants described
in Section 5.  Employees,  consultants  and directors who  participate or become
eligible  to  participate  in  this  Plan  from  time to time  are  referred  to
collectively  herein  as  "Participants".   As  used  in  this  Plan,  the  term
"Affiliates"  means any "parent  corporation" of the Company and any "subsidiary
corporation"  of the Company within the meaning of Code Sections 424(e) and (f),
respectively.

SECTION 2.  ADMINISTRATION OF THE PLAN.

(a) Committee.  The Plan shall be  administered by the Board of Directors of the
Company (the  "Board") or a committee  thereof  designated by the Board with the
specific  authority to  administer  the Plan.  When acting in such  capacity the
Board is herein  referred to as the  "Committee".  If the Company is governed by
Rule 16b-3 promulgated by the Securities and Exchange Commission  ("Commission")
pursuant to the Securities Exchange Act of 1934, as amended ("Exchange Act"), no
director  shall  serve  as a  member  of  the  Committee  unless  he or she is a
"disinterested person" within the meaning of such Rule 16b-3.

(b) Committee  Action.  The Committee  shall hold its meetings at such times and
places as it may determine. A majority of its members shall constitute a quorum,
and all  determinations  of the  Committee  shall  be made  by not  less  than a
majority of its members.  Any decision or  determination  reduced to writing and
signed by a majority of the  members  shall be fully as  effective  as if it had
been made by a majority  vote of its members at a meeting  duly called and held.
The  Committee  may  designate  the  Secretary  of the Company or other  Company
employees


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to  assist  the  Committee  in the  administration  of the  Plan,  and may grant
authority  to such persons to execute  award  agreements  or other  documents on
behalf of the Committee and the Company.  Any duly constituted  committee of the
Board  satisfying the  qualifications  of this Section 2 may be appointed as the
Committee.

(c) Committee Expenses.  All expenses and liabilities  incurred by the Committee
in the  administration of the Plan shall he borne by the Company.  The Committee
may employ attorneys, consultants, accountants or other persons.

SECTION 3. STOCK  RESERVED FOR THE PLAN.  Subject to  adjustment  as provided in
Section  5(d)(xiii)  hereof the aggregate number of shares that may be optioned,
subject to conversion  or issued under the Plan is  15,000,000  shares of Common
Stock, warrants,  options, or any combination thereof. The shares subject to the
Plan shall  consist of authorized  but unissued  shares of Common Stock and such
number of shares shall be and is hereby reserved for sale for such purpose.  Any
of such  shares  which may remain  unsold and which are not  subject to issuance
upon exercise of outstanding  options or warrants at the termination of the Plan
shall cease to be reserved for the purpose of the Plan, but until termination of
the Plan or the termination of the last of the options or warrants granted under
the Plan,  whichever  last  occurs,  the  Company  shall at all times  reserve a
sufficient  number of shares to meet the  requirements  of the Plan.  Should any
option or warrant  expire or be  cancelled  prior to its  exercise in full,  the
shares  theretofore  subject to such option or warrant may again be made subject
to an option or warrant under the Plan.

SECTION 4. ELIGIBILITY.  The Participants  shall include  directors,  employees,
including  officers,  of the Company and its  divisions  and  subsidiaries,  and
consultants  and  attorneys  who  provide  bona fide  services  to the  Company.
Participants are eligible to be granted warrants,  options,  restricted  common,
unrestricted  common and other awards under this Plan and to have their  bonuses
and/or  consulting  fees payable in warrants,  restricted  common,  unrestricted
common and other awards. A Participant who has been granted an option or warrant
hereunder may be granted an additional  option or warrant,  options or warrants,
if the Committee shall so determine.

SECTION 5.  GRANT OF OPTIONS OR WARRANTS.

(a)  Committee   Discretion.   The  Committee   shall  have  sole  and  absolute
discretionary authority (i) to determine, authorize, and designate those persons
pursuant to this Plan who are to receive warrants,  options,  restricted common,
or unrestricted common under the Plan, (ii) to determine the number of shares of
Common  Stock to be covered by such grant or such  options or  warrants  and the
terms thereof,  (iii) to determine the type of Common Stock granted:  restricted
common,  unrestricted  common or a combination  of restricted  and  unrestricted
common , and (iv) to  determine  the type of option  or  warrant  granted:  ISO,
Nonqualified  Option  or a  combination  of ISO and  Nonqualified  Options.  The
Committee  shall  thereupon  grant options or warrants in  accordance  with such
determinations as evidenced by a written option or warrant agreement. Subject to
the express  provisions  of the Plan,  the  Committee  shall have  discretionary
authority to prescribe,  amend and rescind rules and regulations relating to the
Plan,  to interpret  the Plan, to prescribe and amend the terms of the option or
warrant  agreements  (which  need  not be  identical)

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and to make all other  determinations  deemed  necessary  or  advisable  for the
administration of the Plan.

(b) Stockholder  Approval.  All ISOs granted under this Plan are subject to, and
may not be exercised before, the approval of this Plan by the stockholders prior
to the first  anniversary date of the Board meeting held to approve the Plan, by
the affirmative  vote of the holders of a majority of the outstanding  shares of
the Company present,  or represented by proxy, and entitled to vote thereat,  or
by written  consent in accordance  with the laws of the State of Utah,  provided
that if such approval by the stockholders of the Company is not forthcoming, all
options or warrants and stock awards  previously  granted  under this Plan other
than ISOs shall be valid in all respects.

(c)  Limitation  on Incentive  Stock Options and  Warrants.  The aggregate  fair
market value (determined in accordance with Section 5(d)(ii) of this Plan at the
time the option or warrant is granted) of the Common Stock with respect to which
ISOs  may be  exercisable  for the  first  time by any  Participant  during  any
calendar year under all such plans of the Company and its  Affiliates  shall not
exceed $1,000,000.

(d) Terms and Conditions. Each option or warrant granted under the Plan shall be
evidenced by an agreement,  in a form approved by the Committee,  which shall be
subject to the following  express terms and  conditions  and to such other terms
and conditions as the Committee may deem appropriate:

         (i) Option or Warrant  Period.  The Committee shall promptly notify the
         Participant  of the  option or  warrant  grant and a written  agreement
         shall  promptly  be  executed  and  delivered  by and on  behalf of the
         Company and the Participant,  provided that the option or warrant grant
         shall expire if a written  agreement is not signed by said  Participant
         (or his agent or attorney)  and returned to the Company  within 60 days
         from date of receipt by the Participant of such agreement.  The date of
         grant  shall be the date the option or warrant is  actually  granted by
         the  Committee,  even though the written  agreement may be executed and
         delivered  by the Company  and the  Participant  after that date.  Each
         option or  warrant  agreement  shall  specify  the period for which the
         option or warrant thereunder is granted (which in no event shall exceed
         ten years from the date of grant) and shall  provide that the option or
         warrant shall expire at the end of such period. If the original term of
         an option or warrant is less than ten years from the date of grant, the
         option or warrant  may be  amended  prior to its  expiration,  with the
         approval of the  Committee and the  Participant,  to extend the term so
         that the term as  amended  is not more than ten years  from the date of
         grant.  However, in the case of an ISO granted to an individual who, at
         the time of grant,  owns stock  possessing  more than 10 percent of the
         total  combined  voting power of all classes of stock of the Company or
         its Affiliate ("Ten Percent Stockholder"), such period shall not exceed
         five years from the date of grant.

         (ii)  Option or  Warrant  Price.  The  purchase  price of each share of
         Common Stock subject to each option or warrant granted  pursuant to the
         Plan shall be  determined  by the  Committee  at the time the option or
         warrant is  granted  and,  in the case of ISOs,  shall not be less than
         100% of the fair  market  value of a share of Common  Stock on the date
         the option or warrant is granted,  as determined by the  Committee.  In
         the case of an ISO granted to a Ten Percent Stockholder,  the option or
         warrant price shall not be less than 110% of the fair market value of a
         share of Common Stock on the date the



                                       3
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         option or  warrant  is  granted.  The  purchase  price of each share of
         Common Stock  subject to a  Nonqualified  Option or Warrant  under this
         Plan shall be determined by the Committee  prior to granting the option
         or warrant.  The Committee  shall set the purchase price for each share
         subject to a  Nonqualified  Option or Warrant at either the fair market
         value of each share on the date the option or warrant is granted, or at
         such  other  price  as the  Committee  in  its  sole  discretion  shall
         determine.

         At the  time a  determination  of the fair  market  value of a share of
         Common Stock is required to be made hereunder, the determination of its
         fair market  value shall be made by the  Committee in such manner as it
         deems appropriate.

         (iii)  Exercise  Period.  The  Committee  may  provide in the option or
         warrant  agreement that an option or warrant may be exercised in whole,
         immediately,  or is to be exercisable in increments.  In addition,  the
         Committee  may provide that the exercise of all or part of an option or
         warrant is subject to specified performance by the Participant.

         (iv) Procedure for Exercise.  Options or warrants shall be exercised in
         the manner specified in the option or warrant agreement.  The notice of
         exercise shall specify the address to which the  certificates  for such
         shares  are  to be  mailed.  A  Participant  shall  be  deemed  to be a
         stockholder  with respect to shares  covered by an option or warrant on
         the date specified in the option or warrant  agreement.  As promptly as
         practicable,  the Company  shall  deliver to the  Participant  or other
         holder of the  warrant,  certificates  for the  number  of shares  with
         respect to which such option or warrant has been so  exercised,  issued
         in the holder's  name or such other name as holder  directs;  provided,
         however,  that such delivery shall be deemed  effected for all purposes
         when a stock  transfer  agent of the Company shall have  deposited such
         certificates  with a carrier for overnight  delivery,  addressed to the
         holder at the address specified pursuant to this Section 6(d).

         (v)  Termination  of  Employment.  If an  executive  officer to whom an
         option or warrant is granted  ceases to be  employed by the Company for
         any reason other than death or disability,  any option or warrant which
         is  exercisable  on the date of such  termination  of employment may be
         exercised during a period beginning on such date and ending at the time
         set forth in the option or warrant agreement;  provided,  however, that
         if  a   Participant's   employment   is   terminated   because  of  the
         Participant's  theft or  embezzlement  from the Company,  disclosure of
         trade secrets of the Company or the commission of a willful,  felonious
         act  while  in  the  employment  of the  Company  (such  reasons  shall
         hereinafter  be  collectively  referred  to as "for  cause"),  then any
         option or  warrant  or  unexercised  portion  thereof  granted  to said
         Participant   shall  expire  upon  such   termination   of  employment.
         Notwithstanding the foregoing, no ISO may be exercised later than three
         months after an employee's  termination  of  employment  for any reason
         other than death or disability.



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<PAGE>


         (vi)  Disability  or  Death  of  Participant.   In  the  event  of  the
         determination  of disability  or death of a Participant  under the Plan
         while he or she is  employed  by the  Company,  the options or warrants
         previously  granted  to him may be  exercised  (to the extent he or she
         would have been entitled to do so at the date of the  determination  of
         disability or death) at any time and from time to time, within a period
         beginning on the date of such  determination of disability or death and
         ending at the time set forth in the option or warrant agreement, by the
         former  employee,   the  guardian  of  his  estate,   the  executor  or
         administrator  of his  estate or by the  person or  persons to whom his
         rights  under the option or  warrant  shall pass by will or the laws of
         descent and distribution,  but in no event may the option or warrant be
         exercised after its expiration under the terms of the option or warrant
         agreement. Notwithstanding the foregoing, no ISO may be exercised later
         than one year  after  the  determination  of  disability  or  death.  A
         Participant  shall be deemed to be  disabled  if, in the  opinion  of a
         physician  selected  by  the  Committee,  he or  she  is  incapable  of
         performing  services  for  the  Company  of  the  kind  he or  she  was
         performing  at the  time  the  disability  occurred  by  reason  of any
         medically  determinable  physical  or  mental  impairment  which can be
         expected to result in death or to be of long,  continued and indefinite
         duration.  The date of  determination of disability for purposes hereof
         shall be the date of such determination by such physician.

         (vii)  Assignability.  An option or warrant  shall not be assignable or
         otherwise  transferable,  in whole or in part, by a Participant  except
         that an  option  or  warrant  may be  transferable  to a member  of the
         Participant's  immediate  family or to a trust in which the Participant
         and members of his immediate family are the only beneficiaries.

         (viii)  Incentive Stock Options.  Each option or warrant  agreement may
         contain such terms and  provisions as the Committee may determine to be
         necessary  or  desirable  in order to  qualify  an  option  or  warrant
         designated as an incentive stock option.

         (ix)  Restricted  Stock Awards.  Awards of restricted  stock under this
         Plan shall be subject to all the  applicable  provisions  of this Plan,
         including the following terms and  conditions,  and to such other terms
         and  conditions  not  inconsistent  therewith,  as the Committee  shall
         determine:

                  (A) Awards of  restricted  stock may be in  addition  to or in
                  lieu of option or warrant grants. Awards may be conditioned on
                  the  attainment  of  particular  performance  goals  based  on
                  criteria  established  by the  Committee  at the  time of each
                  award of  restricted  stock.  During a period set forth in the
                  agreement (the "Restriction  Period"), the recipient shall not
                  be permitted to sell, transfer,  pledge, or otherwise encumber
                  the shares of restricted stock; except that such shares may be
                  used, if the agreement  permits,  to pay the option or warrant
                  price  pursuant  to any option or warrant  granted  under this
                  Plan,  provided  an equal  number of shares  delivered  to the
                  Participant shall carry the same restrictions as the shares so
                  used.  Shares of  restricted  stock  shall  become free of all
                  restrictions  if  during  the  Restriction   Period,  (i)  the
                  recipient dies, (ii) the recipient's directorship, employment,
                  or consultancy  terminates by reason of permanent  disability,
                  as determined by the  Committee,  (iii) the recipient  retires
                  after  attaining  both 59 1/2  years of age and five  years of
                  continuous  service  with the  Company  and/or a



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                  division or subsidiary,  or (iv) if provided in the agreement,
                  there is a "change in  control"  of the Company (as defined in
                  such agreement). The Committee may require medical evidence of
                  permanent   disability,   including  medical  examinations  by
                  physicians  selected by it. Unless and to the extent otherwise
                  provided in the agreement, shares of restricted stock shall be
                  forfeited  and  revert  to the  Company  upon the  recipient's
                  termination of directorship,  employment or consultancy during
                  the  Restriction  Period  for any  reason  other  than  death,
                  permanent   disability,   as  determined  by  the   Committee,
                  retirement  after  attaining both 59 1/2 years of age and five
                  years  of  continuous   service  with  the  Company  and/or  a
                  subsidiary  or  division,  or, to the extent  provided  in the
                  agreement, a "change in control" of the Company (as defined in
                  such  agreement),  except to the extent the Committee,  in its
                  sole  discretion,  finds that such forfeiture  might not be in
                  the best interests of the Company and,  therefore,  waives all
                  or part of the application of this provision to the restricted
                  stock  held by such  recipient.  Certificates  for  restricted
                  stock shall be  registered  in the name of the  recipient  but
                  shall be imprinted with the appropriate legend and returned to
                  the  Company by the  recipient,  together  with a stock  power
                  endorsed in blank by the  recipient.  The  recipient  shall be
                  entitled  to vote  shares  of  restricted  stock  and shall be
                  entitled to all dividends paid thereon,  except that dividends
                  paid in Common Stock or other  property  shall also be subject
                  to the same restrictions.

                  (B)  Restricted  Stock  shall  become  free  of the  foregoing
                  restrictions  upon  expiration of the  applicable  Restriction
                  Period and the  Company  shall then  deliver to the  recipient
                  Common Stock  certificates  evidencing such stock.  Restricted
                  stock and any Common Stock received upon the expiration of the
                  restriction  period  shall be subject  to such other  transfer
                  restrictions  and/or legend  requirements  as are specified in
                  the applicable agreement.

         (x)      Bonuses and Past  Salaries  and Fees  Payable in  Unrestricted
                  Stock.

                  (A) In  lieu of  cash  bonuses  otherwise  payable  under  the
                  Company's   or   applicable    division's   or    subsidiary's
                  compensation  practices to employees and consultants  eligible
                  to  participate  in this  Plan,  the  Committee,  in its  sole
                  discretion,  may determine  that such bonuses shall be payable
                  in unrestricted  Common Stock or partly in unrestricted Common
                  Stock  and  partly  in  cash.   Such   bonuses   shall  be  in
                  consideration  of  services  previously  performed  and  as an
                  incentive  toward future  services and shall consist of shares
                  of  unrestricted  Common  Stock  subject  to such terms as the
                  Committee may determine in its sole discretion.  The number of
                  shares of unrestricted Common Stock payable in lieu of a bonus
                  otherwise  payable  shall be determined by dividing such bonus
                  amount by the fair market  value of one share of Common  Stock
                  on the date the  bonus is  payable,  with  fair  market  value
                  determined  as  of  such  date  in  accordance   with  Section
                  5(d)(ii).

                  (B) In lieu of  salaries  and fees  otherwise  payable  by the
                  Company to employees,  attorneys and  consultants  eligible to
                  participate  in this  Plan  that were  incurred  for  services
                  rendered  during,  prior  or  after  the  year  of  2003,  the
                  Committee,  in its sole



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<PAGE>

                  discretion,  may determine that such unpaid  salaries and fees
                  shall be payable  in  unrestricted  Common  Stock or partly in
                  unrestricted  Common  Stock and  partly in cash.  Such  awards
                  shall be in consideration of services previously performed and
                  as an incentive  toward  future  services and shall consist of
                  shares of  unrestricted  Common Stock subject to such terms as
                  the Committee may determine in its sole discretion. The number
                  of shares of  unrestricted  Common  Stock  payable  in lieu of
                  salaries and fees  otherwise  payable  shall be  determined by
                  dividing each calendar  month's of unpaid salary or fee amount
                  by the  average  trading  value of the  Common  Stock  for the
                  calendar   month  during  which  the  subject   services  were
                  provided.

         (xi) No Rights as Stockholder.  No Participant shall have any rights as
         a  stockholder  with respect to shares  covered by an option or warrant
         until the option or  warrant is  exercised  as  provided  in clause (d)
         above.

         (xii)   Extraordinary   Corporate   Transactions.   The   existence  of
         outstanding  options or warrants  shall not affect in any way the right
         or power of the Company or its stockholders to make or authorize any or
         all  adjustments,  recapitalizations,  reorganizations,  exchanges,  or
         other changes in the Company's  capital  structure or its business,  or
         any merger or consolidation  of the Company,  or any issuance of Common
         Stock  or other  securities  or  subscription  rights  thereto,  or any
         issuance of bonds,  debentures,  preferred  or prior  preference  stock
         ahead of or affecting  the 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.  If the
         Company  recapitalizes or otherwise changes its capital  structure,  or
         merges, consolidates, sells all of its assets or dissolves (each of the
         foregoing a "Fundamental Change"), then thereafter upon any exercise of
         an option or  warrant  theretofore  granted  the  Participant  shall be
         entitled  to  purchase  under such  option or  warrant,  in lieu of the
         number of shares of Common  Stock as to which  option or warrant  shall
         then be  exercisable,  the  number  and  class of  shares  of stock and
         securities to which the Participant  would have been entitled  pursuant
         to the terms of the Fundamental  Change if,  immediately  prior to such
         Fundamental  Change,  the  Participant had been the holder of record of
         the number of shares of Common Stock as to which such option or warrant
         is then  exercisable.  If (i) the  Company  shall not be the  surviving
         entity in any merger or consolidation (or survives only as a subsidiary
         of another entity),  (ii) the Company sells all or substantially all of
         its assets to any other  person or entity  (other  than a wholly  owned
         subsidiary),  (iii)  any  person  or entity  (including  a  "group"  as
         contemplated by Section 13(d)(3) of the Exchange Act) acquires or gains
         ownership or control of (including,  without limitation, power to vote)
         more  than 50% of the  outstanding  shares of  Common  Stock,  (iv) the
         Company is to be dissolved and liquidated,  or (v) as a result of or in
         connection with a contested election of directors, the persons who were
         directors of the Company before such election shall cease to constitute
         a majority  of the Board  (each such event in clauses  (i)  through (v)
         above is referred to herein as a "Corporate Change"), the Committee, in
         its sole discretion,  may accelerate the time at which all or a portion
         of a  Participant's  option or warrants may be exercised  for a limited
         period of time before or after a specified date.



                                       7
<PAGE>

         (xiii)  Changes in  Company's  Capital  Structure.  If the  outstanding
         shares of Common Stock or other securities of the Company, or both, for
         which the option or warrant is then  exercisable at any time be changed
         or  exchanged  by  declaration  of  a  stock  dividend,   stock  split,
         combination of shares, recapitalization,  or reorganization, the number
         and kind of  shares  of  Common  Stock or other  securities  which  are
         subject to the Plan or subject to any options or  warrants  theretofore
         granted,  and the option or warrant  prices,  shall be adjusted only as
         provided in the option or warrant.

         (xiv)  Acceleration  of Options and  Warrants.  Except as  hereinbefore
         expressly provided,  (i) the issuance by the Company of shares of stock
         or any  class of  securities  convertible  into  shares of stock of any
         class, for cash,  property,  labor or services,  upon direct sale, upon
         the  exercise  of rights or  warrants to  subscribe  therefor,  or upon
         conversion of shares or  obligations  of the Company  convertible  into
         such  shares or other  securities,  (ii) the  payment of a dividend  in
         property other than Common Stock or (iii) the occurrence of any similar
         transaction,  and in any case whether or not for fair value,  shall not
         affect,  and no adjustment by reason thereof shall be made with respect
         to, the number of shares of Common Stock subject to options or warrants
         theretofore  granted  or the  purchase  price  per  share,  unless  the
         Committee shall determine,  in its sole discretion,  that an adjustment
         is  necessary   to  provide   equitable   treatment   to   Participant.
         Notwithstanding  anything to the contrary  contained in this Plan,  the
         Committee may, in its sole discretion, accelerate the time at which any
         option or warrant may be exercised, including, but not limited to, upon
         the  occurrence  of the  events  specified  in this  Section  5, and is
         authorized  at any  time  (with  the  consent  of the  Participant)  to
         purchase options or warrants pursuant to Section 6.

SECTION 6.  RELINQUISHMENT OF OPTIONS OR WARRANTS.

(a) The  Committee,  in  granting  options  or  warrants  hereunder,  shall have
discretion to determine whether or not options or warrants shall include a right
of relinquishment as hereinafter provided by this Section 6. The Committee shall
also have  discretion  to  determine  whether  an option  or  warrant  agreement
evidencing an option or warrant  initially  granted by the  Committee  without a
right of relinquishment shall be amended or supplemented to include such a right
of  relinquishment.  Neither the  Committee  nor the Company  shall be under any
obligation  or incur any  liability  to any person by reason of the  Committee's
refusal to grant or include a right of  relinquishment  in any option or warrant
granted  hereunder or in any option or warrant  agreement  evidencing  the same.
Subject to the Committee's  determination  in any case that the grant by it of a
right of  relinquishment  is  consistent  with  Section 1 hereof,  any option or
warrant granted under this Plan, and the option or warrant agreement  evidencing
such option or warrant, may provide:

         (i)  That  the  Participant,  or  his  or  her  heirs  or  other  legal
         representatives  to the  extent  entitled  to  exercise  the  option or
         warrant  under the terms  thereof,  in lieu of  purchasing  the  entire
         number of shares subject to purchase  thereunder,  shall have the right
         to relinquish  all or any part of the then  unexercised  portion of the
         option or warrant  (to the  extent  then  exercisable)  for a number of
         shares  of  Common  Stock  to be  determined  in  accordance  with  the
         following provisions of this clause (i):



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<PAGE>

                  (A)  The   written   notice  of  exercise  of  such  right  of
                  relinquishment  shall state the percentage of the total number
                  of  shares  of  Common   Stock   issuable   pursuant  to  such
                  relinquishment  (as defined below) that the Participant elects
                  to receive;

                  (B) The  number of shares of Common  Stock,  if any,  issuable
                  pursuant  to such  relinquishment  shall be the number of such
                  shares,  rounded to the next greater number of full shares, as
                  shall be equal to the  quotient  obtained by dividing  (i) the
                  Appreciated  Value by (ii) the purchase price for each of such
                  shares specified in such option or warrant;

                  (C) For the purpose of this clause  (C),  "Appreciated  Value"
                  means the  excess,  if any,  of (x) the total  current  market
                  value of the shares of Common  Stock  covered by the option or
                  warrant or the portion thereof to be relinquished over (y) the
                  total purchase price for such shares  specified in such option
                  or warrant;

         (ii) That  such  right of  relinquishment  may be  exercised  only upon
         receipt by the Company of a written notice of such relinquishment which
         shall be dated the date of  election to make such  relinquishment;  and
         that,  for the  purposes of this Plan,  such date of election  shall be
         deemed  to be the  date  when  such  notice  is sent by  registered  or
         certified  mail,  or when receipt is  acknowledged  by the Company,  if
         mailed by other than  registered  or certified  mail or if delivered by
         hand or by any  telegraphic  communications  equipment of the sender or
         otherwise  delivered;  provided,  that,  in the event the  method  just
         described for determining  such date of election shall not be or remain
         consistent  with the provisions of Section 16(b) of the Exchange Act or
         the rules and  regulations  adopted by the  Commission  thereunder,  as
         presently  existing or as may be hereafter  amended,  which regulations
         exempt from the operation of Section 16(b) of the Exchange Act in whole
         or in part any  such  relinquishment  transaction,  then  such  date of
         election  shall be  determined  by such other  method  consistent  with
         Section  16(b)  of  the  Exchange  Act  or the  rules  and  regulations
         thereunder as the Committee shall in its discretion select and apply;

         (iii) That the "current  market  value" of a share of Common Stock on a
         particular  date  shall be deemed to be its fair  market  value on that
         date as determined in accordance with Paragraph 5(d)(ii); and

         (iv)  That the  option  or  warrant,  or any  portion  thereof,  may be
         relinquished  only to the extent that (A) it is exercisable on the date
         written notice of  relinquishment  is received by the Company,  and (B)
         the  holder  of  such  option  or  warrant  pays,  or  makes  provision
         satisfactory  to the  Company  for the  payment of, any taxes which the
         Company is obligated to collect with respect to such relinquishment.

(b) The Committee  shall have sole  discretion to consent to or disapprove,  and
neither the  Committee nor the Company shall be under any liability by reason of
the Committee's  disapproval of, any election by a holder of options or warrants
to  relinquish  such  options or  warrants  in whole or in part as  provided  in
Paragraph 6(a),  except that no such consent to or approval of a  relinquishment
shall be required under the following  circumstances.  Each  Participant  who is
subject to the short-swing profits recapture  provisions of Section 16(b) of the
Exchange Act ("Covered  Participant") shall not be entitled to receive shares of
Common Stock when options or warrants are relinquished  during any window 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  ("Window  Period").  A Covered
Participant  shall be  entitled  to  receive  shares  of Common  Stock  upon the
relinquishment of options or warrants outside a Window Period.

(c) The  Committee,  in  granting  options  or  warrants  hereunder,  shall have
discretion to determine  the terms upon which such options or warrants  shall be
relinquishable, subject to the applicable provisions of this Plan, and including
such  provisions  as are  deemed  advisable  to permit  the  exemption  from the
operation  from Section  16(b) of the  Exchange  Act of any such  relinquishment
transaction,   and  options  or  warrants  outstanding,  and  option  agreements
evidencing such options, may be amended, if necessary, to permit such exemption.
If options or warrants are relinquished,  such option or warrant shall be deemed
to have been  exercised  to the extent of the  number of shares of Common  Stock
covered by the option or warrant or part thereof which is  relinquished,  and no
further options or warrants may be granted covering such shares of Common Stock.

(d) Any options or warrants or any right to  relinquish  the same to the Company
as  contemplated  by this  Paragraph 6 shall be assignable  by the  Participant,
provided the transaction complies with any applicable securities laws.

(e) Except as provided in Section 6(f) below, no right of relinquishment  may be
exercised  within the first six months after the initial  award of any option or
warrant  containing,  or the amendment or supplementation of any existing option
or warrant agreement adding, the right of relinquishment.

(f) No right of  relinquishment  may be exercised after the initial award of any
option  or  warrant  containing,  or the  amendment  or  supplementation  of any
existing option or warrant agreement adding the right of relinquishment,  unless
such  right  of  relinquishment  is  effective  upon  the  Participant's  death,
disability  or  termination  of his  relationship  with the Company for a reason
other than "for cause."

SECTION 7. AMENDMENTS OR TERMINATION.  The Board may amend, alter or discontinue
the Plan,  but no amendment or  alteration  shall be made which would impair the
rights of any  Participant,  without  his  consent,  under any option or warrant
theretofore granted.

SECTION 8. COMPLIANCE WITH OTHER LAWS AND  REGULATIONS.  The Plan, the grant and
exercise of options or warrants thereunder, and the obligation of the Company to
sell and deliver shares under such options or warrants,  shall be subject to all
applicable  federal and state laws,  rules and regulations and to such approvals
by any governmental or regulatory  agency as may be required.  The Company shall
not be required to issue or deliver any  certificates for shares of Common Stock
prior to the  completion of any  registration  or  qualification  of such shares
under any federal or state law or issuance  of any ruling or  regulation



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<PAGE>

of any  government  body  which  the  Company  shall,  in its  sole  discretion,
determine  to be  necessary  or  advisable.  Any  adjustments  provided  for  in
subparagraphs  5(d)(xii),  (xiii) and (xiv) shall be subject to any  shareholder
action  required  by the  corporate  law of the  state of  incorporation  of the
Company.

SECTION 9. PURCHASE FOR INVESTMENT.  Unless the options, warrants, and shares of
Common Stock covered by this Plan have been registered  under the Securities Act
of 1933, as amended,  or the Company has determined  that such  registration  is
unnecessary, each person acquiring or exercising an option or warrant under this
Plan may be required by the Company to give a representation  in writing that he
or she is  acquiring  such  option or warrant or such shares for his own account
for  investment  and not with a view to,  or for sale in  connection  with,  the
distribution of any part thereof.

SECTION 10.  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 warrants granted under this Plan.

(b) Notwithstanding the terms of Paragraph 10(a), any Participant may pay all or
any  portion of the taxes  required to be withheld by the Company or paid by him
or her in connection  with the exercise of a  nonqualified  option or warrant 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  Paragraph  5(d)(ii),  equal to the amount  required  to be
withheld or paid. A Participant  must make the  foregoing  election on or before
the date that the amount of tax to be withheld is determined  ("Tax Date").  All
such  elections are  irrevocable  and subject to  disapproval  by the Committee.
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 an option or warrant,  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.  Where the Tax Date
in respect of an option or warrant is deferred  until six months after  exercise
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 warrant,  but he or she 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.

SECTION 11. REPLACEMENT OF OPTIONS AND WARRANTS. The Committee from time to time
may  permit a  Participant  under the Plan to  surrender  for  cancellation  any
unexercised  outstanding  option or  warrant  and  receive  from the  Company in
exchange an option or warrant  for such number of shares of Common  Stock as may
be  designated  by the  Committee.  The  Committee  may, with the consent of the
holder of any  outstanding  option or  warrant,  amend such  option or  warrant,
including  reducing the exercise price of any option or warrant to not less than
the fair  market  value of the  Common  Stock at the time of the  amendment  and
extending the exercise term of any warrant or option.



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<PAGE>

SECTION 12. NO RIGHT TO COMPANY EMPLOYMENT.  Nothing in this Plan or as a result
of any  option or warrant  granted  pursuant  to this Plan  shall  confer on any
individual  any right to continue in the employ of the Company or  interfere  in
any way with the right of the Company to terminate an individual's employment at
any time. The option or warrant  agreements  may contain such  provisions as the
Committee  may  approve  with  reference  to the  effect of  approved  leaves of
absence.

SECTION 13.  LIABILITY  OF COMPANY.  The Company and any  Affiliate  which is in
existence or hereafter comes into existence shall not be liable to a Participant
or other persons as to:

(a) The  Non-Issuance of Shares.  The non-issuance or sale of shares as to which
the  Company  has  been  unable  to  obtain  from  any  regulatory  body  having
jurisdiction  the authority  deemed by the Company's  counsel to be necessary to
the lawful issuance and sale of any shares hereunder; and

(b) Tax Consequences.  Any tax consequence  expected,  but not realized,  by any
Participant or other person due to the exercise of any option or warrant granted
hereunder.

SECTION 14. EFFECTIVENESS AND EXPIRATION OF PLAN. The Plan shall be effective on
the date the Board  adopts the Plan.  The Plan shall  expire ten years after the
date the Board  approves the Plan and  thereafter  no option or warrant shall be
granted pursuant to the Plan.

SECTION 15.  NON-EXCLUSIVITY  OF THE PLAN. Neither the adoption by the Board nor
the submission of the Plan to the stockholders of the Company for approval shall
be construed as creating any limitations on the power of the Board to adopt such
other  incentive  arrangements  as it  may  deem  desirable,  including  without
limitation,  the  granting  of  restricted  stock or stock  options or  warrants
otherwise than under the Plan,  and such  arrangements  may be either  generally
applicable or applicable only in specific cases.

SECTION 16.  GOVERNING  LAW.  This Plan and any  agreements  hereunder  shall be
interpreted  and  construed  in  accordance  with  the  laws  of  the  state  of
incorporation of the Company and applicable federal law.

SECTION 17. CASHLESS  EXERCISE.  The Committee also may allow cashless exercises
as permitted under Federal  Reserve Board's  Regulation T, subject to applicable
securities  law  restrictions,  or  by  any  other  means  which  the  Committee
determines  to be consistent  with the Plan's  purpose and  applicable  law. The
proceeds  from such a payment shall be added to the general funds of the Company
and shall be used for general corporate purposes.


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