EXHIBIT 10.22

                               BPK RESOURCES, INC.
                            2004 STOCK INCENTIVE PLAN

1. Purpose.

         The  purpose  of the 2004  Stock  Incentive  Plan (the  "Plan")  of BPK
Resources, Inc., a Nevada corporation (the "Company"), is to promote and closely
align  the  interests  of  employees  of the  Company  and its  shareholders  by
providing  employees with stock-based  compensation and other  performance-based
compensation. The Plan is intended to strengthen the Company's ability to reward
employee  performance  that  enhances  long-term   shareholder  value,  increase
employee stock  ownership  through  performance-based  compensation  plans,  and
strengthen the Company's ability to attract and retain outstanding employees.

         Except where the context otherwise requires or as specifically provided
herein,  the term "Company" shall include any of the Company's present or future
parent or  subsidiary  corporations  as defined in Section  424 of the  Internal
Revenue Code of 1986, as amended,  and any  regulations  promulgated  thereunder
(the "Code"),  and any other business  venture or affiliate in which the Company
has a controlling interest.

2. Administration.

         (a) Administration by Board. The Plan will be administered by the board
of directors of the Company  (the  "Board").  The Board will have full and final
authority to operate,  manage and  administer the Plan on behalf of the Company.
To the  extent  required  for  transactions  under the Plan to  qualify  for the
exemptions  available  under Rule 16b-3  promulgated  under the  Securities  and
Exchange Act of 1934, as amended (the "Exchange  Act"),  all actions relating to
Awards  (as  defined  in  Section  4) to  persons  subject  to Section 16 of the
Exchange  Act may be taken by the Board or a  Committee  composed of two or more
members,  each of whom is a "non-employee  director"  within the meaning of Rule
16b-3 under the Exchange Act. To the extent required for  compensation  realized
from Awards under the Plan to be deductible  by the Company  pursuant to Section
162(m) of the Code ("Section  162(m)"),  such Awards may be granted by the Board
or a  Committee  composed  of two or more  members,  each of whom is an "outside
director" within the meaning of Section 162(m).

         (b) Authority of Board. Except as provided in the Plan, the Board shall
be authorized and empowered to take all actions  necessary or desirable,  in its
sole discretion,  in connection with the administration of the Plan,  including,
without limitation, the following:

                  (1) to  prescribe,  amend and  rescind  rules and  regulations
relating to the Plan and any Awards and to define  terms not  otherwise  defined
herein;

                  (2) to determine which persons are  Participants,  to which of
such Participants,  if any, Awards shall be granted hereunder, and the timing of
any such Awards;

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                  (3) to grant Awards to  Participants  and  determine the terms
and conditions  thereof,  including the number of shares of Common Stock subject
to Awards and the circumstances  under which Awards become exercisable or vested
or are forfeited or expire;

                  (4) to  establish,  verify  the  extent  of  satisfaction  of,
adjust,  reduce or waive any performance goals or other conditions applicable to
the grant, issuance, exercisability, vesting and/or ability to retain any Award;

                  (5) to  prescribe  and amend the terms and  conditions  of the
agreements  or other  documents  evidencing  Awards made under this Plan,  which
terms and conditions may differ among individual Awards and participants;

                  (6) to  interpret  and  construe  this  Plan,  any  rules  and
regulations  under this Plan,  and the terms and conditions of any Award granted
hereunder,  and to make  exceptions to any such provisions in good faith and for
the benefit of the Company; and

                  (7) to make  all  other  determinations  deemed  necessary  or
advisable for the administration of the Plan.

         All  decisions  and  interpretations  by the Board shall be made in the
Board's  sole  discretion  and shall be final,  binding  and  conclusive  on all
persons  having or claiming any interest in the Plan or in any Award.  No member
or former member of the Board acting pursuant to the authority  delegated by the
Board  shall be liable for any action or  determination  made in good faith with
respect to the Plan.

         (c)  Appointment of Committees.  To the extent  permitted by applicable
law,  the Board may  delegate  any or all of its powers under the Plan to one or
more  committees  or  subcommittees  of the Board (a  "Committee").  Action of a
Committee  may be taken  by the  vote of a  majority  of its  members  or by the
written consent of a majority of its members. All decisions by a Committee shall
be made in the  Committee's  sole  discretion  and shall be final,  binding  and
conclusive on all persons  having or claiming any interest in the Plan or in any
Award.  A Committee may allocate  among its members and delegate to any director
of the Company who is not a member of the  Committee  any of its  administrative
responsibilities. All references in the Plan to the "Board" shall mean the Board
or one or more  Committees  to the  extent  the Board has  delegated  any of its
powers or authority under the Plan to such Committee.

3. Individuals Eligible for Awards.

         Awards  under the Plan may be made to the  following  individuals:  (i)
employees, officers or directors of the Company, (ii) consultants or advisors to
the Company,  and (iii)  individuals who have entered into an agreement with the
Company  under which they will be  employed  by the Company in the future.  Each
individual  who is eligible to  participate  in the Plan or has been  granted an
Award under the Plan shall be deemed a "Participant."

4. Awards Available Under the Plan.

         Awards  may be made under the Plan in the form of:  (i)  options,  (ii)
stock appreciation  rights, (iii) restricted stock, (iv) restricted stock units,
(v) unrestricted  stock, and (vi) other  equity-based or  equity-related  awards


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that the Board  determines to be consistent with the purpose of the Plan and the
interests  of the  Company  (each  award  together  with the  written  agreement
containing the terms and conditions of the award, an "Award").

5. Stock Available for Awards.

         (a)  Number  of  Shares.  Awards  may be made  under the Plan for up to
7,500,000 shares of common stock, $.001 par value per share, of the Company (the
"Common  Stock").  If: (i) any Award expires or is  terminated,  surrendered  or
canceled without having been fully exercised or is forfeited in whole or in part
(including  as the result of shares of Common Stock  subject to such Award being
repurchased  by the  Company  at  the  original  issuance  price  pursuant  to a
contractual  repurchase  right),  (ii) any Award results in any Common Stock not
being issued (including, without limitation, when an Award is settled for cash),
(iii)  shares of Common  Stock are  surrendered  or  withheld  from any Award to
satisfy a  Participant's  income tax or other  withholding  obligation,  or (iv)
shares of Common Stock owned by a  Participant  are tendered to pay the exercise
price of any Award granted under the Plan,  then in each such case the shares of
Common Stock covered by such forfeited, terminated or canceled Award or that are
equal to the number of shares  surrendered,  withheld  or  tendered  shall again
become available for transfer  pursuant to Awards granted or to be granted under
the  Plan,  subject,  however,  in the  case  of  Incentive  Stock  Options  (as
hereinafter defined), to any limitations under the Code. Shares issued under the
Plan may  consist  in whole or in part of  authorized  but  unissued  shares  or
treasury shares.

         (b) Limitations on Awards.  Except as provided under the Plan and under
the terms of any Award:  (i) there  shall be no limit on the number or the value
of shares of Common Stock that may be subject to Awards to any individual  under
the Plan;  and (ii) there  shall be no limit on the  amount of cash,  securities
(other than shares of Common Stock as provided herein) or other property that my
be delivered  pursuant to any Award. The limitations on Awards described in this
Section 4(b) shall be construed and applied  consistently with Section 162(m) of
the Code ("Section  162(m)") to the extent any Awards are intended to qualify as
"performance-based compensation" under Section 162(m).

         (c) Substitute  Awards. The Board may grant Awards in tandem with or in
substitution  for any other Award  granted  under this Plan or any award granted
under any other plan of the  Company.  The Board may grant Awards under the Plan
in substitution  for stock and  stock-based  awards held by employees of another
corporation who concurrently  become employees of the Company as the result of a
merger or  consolidation  of the employing  corporation  with the Company or the
acquisition  by the Company of property or stock of the  employing  corporation.
The Board may  direct  that the  substitute  Awards be granted on such terms and
conditions as the Board considers appropriate in the circumstances.

6. Stock Options.

         (a)  General.  The Board may grant  options to  purchase  Common  Stock
(each,  an "Option")  and  determine  the number of shares of Common Stock to be
covered by each Option,  the exercise  price of each Option,  and the conditions
and limitations applicable to the exercise of each Option,  including conditions
relating  to  applicable  federal  or state  securities  laws,  as it  considers
necessary or advisable.  An Option that is not intended to be an Incentive Stock


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Option (as defined  below) or that is intended to be an  Incentive  Stock Option
but fails to so qualify,  whether at the time of grant or  thereafter,  shall be
designated a "Nonstatutory Stock Option".

         (b) Incentive Stock Options.  An Option that the Board intends to be an
"incentive  stock  option" as defined in Section 422 of the Code (an  "Incentive
Stock  Option")  shall only be granted to employees  of the Company,  any of the
Company's  present or future  parent or  subsidiary  corporations  as defined in
Sections 424(e) or (f) of the Code and any other entities the employees of which
are eligible to receive  Incentive  Stock Options  under the Code,  and shall be
subject to and shall be construed  consistently with the requirements of Section
422 of the Code. To the extent required for "incentive  stock option"  treatment
under Section 422 of the Code, the aggregate fair market value as determined by,
or in a manner  approved  by, the Board in good  faith  ("Fair  Market  Value"),
determined  as of the time of grant,  of the shares of Common Stock with respect
to which  Incentive  Stock Options  granted under the Plan and any other plan of
the Company become  exercisable  for the first time by a Participant  during any
calendar year shall not exceed $100,000.  The Company shall have no liability to
a Participant,  or any other party, if an Option,  or any part thereof,  that is
intended to be an Incentive Stock Option is not an Incentive Stock Option.

         (c) Exercise Price.  The Board shall establish the exercise price of an
Option at the time each  Option is  granted  and  specify  it in the  applicable
Award; provided,  however, that the exercise price shall be not less than 85% of
the fair market value of the Common Stock,  as  determined by the Board,  at the
time the Option is granted; and provided further,  that if the Option granted is
an Incentive Stock Option, the exercise price shall be not less than 100% of the
fair market value of the Common Stock,  as determined by the Board,  at the time
the Incentive Stock Option is granted.  If an employee owns or is deemed to own,
by reason of the attribution  rules applicable under Section 424(d) of the Code,
more than ten percent (10%) of the combined voting power of all classes of stock
of the Company and an Incentive  Stock Option is granted to such  employee,  the
exercise  price  shall be not less  than  110% of the fair  market  value of the
Common Stock, as determined by the Board, at the time the Option is granted.

         (d)  Duration.  Each  Option  shall be  exercisable  at such  times and
subject to such terms and  conditions as the Board may specify in the applicable
Award; provided, however, that no Option will be granted for a term in excess of
10 years.  If an employee owns or is deemed to own, by reason of the attribution
rules  applicable  under Section 424(d) of the Code, more than ten percent (10%)
of the  combined  voting  power of all  classes of stock of the  Company  and an
Incentive  Stock  Option is granted to such  employee,  the term of such  option
shall be no more than five (5) years from the date of grant.

         (e) Exercisability;  Rights of Stockholder. Options shall become vested
and exercisable at such time or times, whether or not in installments,  as shall
be determined by the Board.  In the  alternative,  the Board may specify that an
Option  shall  become  vested  and  exercisable  upon  the  achievement  of such
performance  goals,  objectives and other  conditions as it may establish at the
time of grant. A Participant  shall have the rights of a stockholder  only as to
shares of Common  Stock  acquired  upon the  exercise  of a Option and not as to
shares of Common Stock underlying unexercised Options.


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         (f)  Restrictions.  The Board  shall  determine,  with  respect to each
Option to be granted,  the nature and extent of the restrictions,  if any, to be
imposed on the shares of Common Stock that may be purchased thereunder.  Without
limiting  the  generality  of the  foregoing,  the Board may  impose  conditions
restricting  absolutely or conditionally the transferability of shares of Common
Stock acquired through the exercise of Options for such periods,  and subject to
such  conditions,  including  continued  employment  of the  Participant  by the
Company, as the Board may determine.

         (g) Method of Exercise. Options may be exercised in whole or in part by
delivering  written  notice of exercise to the Company  specifying the number of
shares to be purchased and signed by the proper person,  or by any other form of
notice,  including  electronic  notice,  approved  by the Board,  together  with
payment  in full of the  aggregate  exercise  price for the number of shares for
which the Option is exercised.

         (h) Methods of Payment.  Common Stock purchased upon the exercise of an
Option granted under the Plan may be paid for as follows:

                  (1) in cash or by check, payable to the order of the Company;

                  (2) if the shares of Common  Stock  underlying  the Option are
registered  under the  Securities  Act,  except as the  Board  may,  in its sole
discretion,  otherwise  provide in an Award,  by: (i) delivery of an irrevocable
and  unconditional  undertaking by a creditworthy  broker to deliver promptly to
the Company  sufficient  funds to pay the  exercise  price and any  required tax
withholding,  or (ii)  delivery by the  Participant  to the Company of a copy of
irrevocable and unconditional  instructions to a creditworthy  broker to deliver
promptly to the Company the exercise price and any required tax withholding;

                  (3) by delivery  of such  shares of Common  Stock owned by the
Participant  valued at their Fair  Market  Value,  provided  (i) such  method of
payment is then permitted under applicable law, (ii) such shares of Common Stock
were owned by the  Participant at least six months prior to such  delivery,  and
(iii) such shares of Common Stock are not subject to any repurchase, forfeiture,
unfulfilled  vesting or other similar  requirements  or  restrictions  (any such
shares satisfying all of the requirements set forth in subsections (i), (ii) and
(iii), "Mature Shares");

                  (4) by reducing the number of shares of Common Stock otherwise
issuable under the Option to the Participant  upon the exercise of the Option by
a number of shares of Common  Stock  having a Fair  Market  Value  equal to such
aggregated  exercise price;  provided,  however,  that such method of payment is
then permitted under applicable law;

                  (5) to the  extent  permitted  by  applicable  law  and by the
Board,  in its sole  discretion,  by: (i) delivery of a  promissory  note of the
Participant to the Company on terms  determined by the Board, or (ii) payment of
such other lawful consideration as the Board may determine; or

                  (6) by  any  combination  of  the  above  permitted  forms  of
payment.


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         The delivery of certificates representing the shares of Common Stock to
be  purchased  pursuant to the  exercise of an Option  will be  contingent  upon
receipt from the Participant  (or a purchaser  acting in his stead in accordance
with the provisions of the Option) by the Company of the full purchase price for
the shares and the fulfillment of any other requirements contained in the Option
or imposed by applicable law.

7. Stock Appreciation Rights.

         (a)  General.  The Board  may  grant  Awards  entitling  the  holder on
exercise  thereof to acquire:  (i) a number of shares of Common  Stock,  (ii) an
equivalent  amount of cash, or (iii) a combination  of Common Stock and cash, as
determined by the Board in its sole  discretion,  determined in whole or in part
by reference to the appreciation,  from and after the date of grant, in the Fair
Market Value of a share of Common Stock  (each,  a "SAR"),  with such rights and
subject to such  restrictions  and  conditions as the Board may determine at the
time of grant.

         (b) Exercise Price. The Board shall establish the exercise price at the
time each SAR is granted  and  specify  it in the  applicable  Award;  provided,
however,  that the exercise  price shall be not less than 85% of the fair market
value of the Common Stock,  as  determined by the Board,  at the time the SAR is
granted.

         (c) Calculation of Appreciation.  Upon exercise,  the Participant shall
receive a number of shares of Common Stock,  an amount of cash, or a combination
of Common  Stock and cash,  having an  aggregate  Fair Market Value equal to the
product of: (i) the sum of: (x) the Fair Market Value of a share of Common Stock
on the date of the Participant's  request, less (y) the exercise price per share
of Common Stock  specified in such SAR,  multiplied by (ii) the number of shares
of Common Stock for which such SAR shall be exercised.

         (d) Exercisability; Rights of Stockholder. SARs shall become vested and
exercisable at such time or times,  whether or not in installments,  as shall be
determined by the Board.  In the  alternative,  the Board may specify that a SAR
shall become vested and  exercisable  upon the  achievement of such  performance
goals, objectives and other conditions as it may establish at the time of grant.
A Participant shall have the rights of a stockholder only as to shares of Common
Stock  acquired  upon the exercise of a SAR and not as to shares of Common Stock
underlying unexercised SARs.

         (e) Restrictions.  The Board shall determine,  with respect to each SAR
to be granted, the nature and extent of the restrictions,  if any, to be imposed
on any shares of Common Stock that may be purchased thereunder. Without limiting
the generality of the  foregoing,  the Board may impose  conditions  restricting
absolutely  or  conditionally  the  transferability  of shares  of Common  Stock
acquired  through  the  exercise of SARs for such  periods,  and subject to such
conditions, including continued employment of the Participant by the Company, as
the Board may determine.

         (f) Method of  Exercise.  SARs may be  exercised in whole or in part by
delivering  written  notice of exercise to the Company  specifying the number of
shares to be purchased and signed by the proper person,  or by any other form of
notice, including electronic notice, approved by the Board.


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8. Restricted Stock.

         (a)  General.  The Board  may  grant  Awards  entitling  recipients  to
acquire,  for such  purchase  price,  if any, as may be determined by the Board,
shares of Common Stock ("Restricted Stock") with such rights and subject to such
restrictions and conditions as the Board may determine at the time of grant.

         (b) Acceptance of Award. A Participant who is granted  Restricted Stock
shall have no rights with  respect to such Award  unless the  Participant  shall
have  accepted  the Award  within 60 days (or such shorter date as the Board may
specify) following the date of the Award by making payment to the Company of the
specified  purchase  price,  if any,  of the shares  covered by the Award and by
executing and delivering to the Company a written instrument that sets forth the
terms and  conditions  applicable  to the  Restricted  Stock in such form as the
Board shall determine.

         (c)  Vesting of  Restricted  Stock.  Shares of  Restricted  Stock shall
become  vested  and  exercisable  at  such  time  or  times,  whether  or not in
installments, as shall be determined by the Board. In the alternative, the Board
may  specify  that the  shares of  Restricted  Stock  shall  become  vested  and
exercisable upon the achievement of such performance goals, objectives and other
conditions as it may establish at the time of grant.  Subsequent to such date or
dates  and/or  the  attainment  of  such   pre-established   performance  goals,
objectives  and other  conditions,  the  shares on which all  restrictions  have
lapsed shall no longer be Restricted Stock and shall be deemed "vested."

         (d) Rights as a Stockholder. Upon complying with the provisions of this
Section 8, a Participant shall have all the rights of a stockholder with respect
to the  Restricted  Stock,  including  voting and  dividend  rights,  subject to
non-transferability  restrictions  and Company  repurchase or forfeiture  rights
described  in the Plan and  subject to such other  conditions  contained  in the
Award.  Unless the Board  shall  otherwise  determine,  certificates  evidencing
shares of Restricted  Stock shall remain in the  possession of the Company until
such shares are vested as provided in Section 8(c) below.

         (e)  Restrictions.  In the event of  termination  of  employment by the
Company for any reason, including death,  Disability,  Retirement and for Cause,
the Company shall have the right,  at the discretion of the Board, to repurchase
shares of Restricted Stock that have not then vested at their purchase price, or
to require forfeiture of such shares to the Company if acquired at no cost, from
the Participant or the Participant's  legal  representative  or legatee.  Unless
otherwise  specified  in the Award,  the  company  must  exercise  such right of
repurchase  or  forfeiture   within  90  days  following  such   termination  of
employment.

         (f)  Waiver,  Deferral  and  Reinvestment  of  Dividends.  The  written
instrument  evidencing  the Award may require or permit the  immediate  payment,
waiver, deferral or investment of dividends paid on the Restricted Stock.

9. Restricted Units.

         (a) General. The Board may grant Awards entitling recipients to acquire
in the future: (i) shares of Common Stock, (ii) an equivalent amount of cash, or
(iii) a  combination  of shares of Common Stock and cash,  as  determined by the


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Board in its sole discretion,  with such rights and subject to such restrictions
and  conditions  as the  Board may  determine  at the time of  grant,  (each,  a
"Restricted Unit"; together with Restricted Stock, a "Restricted Award").

         (b) Vesting of Restricted  Units.  Restricted Units shall become vested
and exercisable at such time or times, whether or not in installments,  as shall
be determined  by the Board.  In the  alternative,  the Board may specify that a
Restricted Unit shall become vested and exercisable upon the achievement of such
performance  goals,  objectives and other  conditions as it may establish at the
time of grant.

         (c) No Rights as Stockholder.  A Participant  holding  Restricted Units
shall not have the rights of a stockholder  with respect to the shares of Common
Stock,  if any,  issuable  under such  Restricted  Units,  unless and until such
shares  are  issued  to  the  Participant  pursuant  to  the  provisions  of the
Restricted Units and this Plan.

10. Unrestricted Stock.

         The Board may grant Awards  entitling  recipients to acquire,  for such
purchase  price,  if any, as may be  determined  by the Board,  shares of Common
Stock  free  of  any  vesting   restrictions   or  conditions   under  the  Plan
("Unrestricted  Stock")  at a  purchase  price  determined  by the Board if such
shares of Common  Stock are  registered  under  the  Securities  Act.  Shares of
Unrestricted  Stock may be granted or sold in respect of past  services or other
valid consideration.

11. Other Stock-Based Awards.

         The Board may  grant  other  types of  equity-based  or  equity-related
Awards in such amounts and subject to such terms and conditions as the Board may
determine.  Such Awards may entail the transfer of actual shares of Common Stock
to Participants or payment in cash or otherwise of amounts based on the value of
shares of Common Stock, and may include, without limitation,  Awards designed to
comply with or take  advantage  of the  applicable  local laws of  jurisdictions
other than the United States.

12.      Adjustments for Changes in Common Stock and Certain Other Events.

         (a) Changes in Capitalization. In the event of any stock split, reverse
stock  split,   stock   dividend,   recapitalization,   combination  of  shares,
reclassification  of shares,  spin-off or other similar change in capitalization
or event, or any distribution to holders of shares of Common Stock other than an
ordinary cash dividend:  (i) the number and class of securities  available under
this Plan, (ii) the  limitations on Awards set forth in Section 5(b),  (iii) the
number and class of  securities  and  exercise  price per share  subject to each
Option then  outstanding,  (iv) the  repurchase  price per share of Common Stock
subject to each  Restricted  Award then  outstanding,  and (v) the terms of each
other stock-based Award then outstanding, shall be adjusted appropriately by the
Company,  or substituted  Awards may be made, if  applicable,  to the extent the
Board shall determine, in good faith, that such an adjustment or substitution is
necessary or appropriate.  Any adjustment  under this Section 12(a) shall become
effective at the close of business on the date the  subdivision  or  combination
becomes  effective,  or as of the record date of such dividend,  or in the event


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that no record date is fixed, upon the making of such dividend.  If this Section
12(a) applies and Section  12(c) also applies to any event,  Section 12(c) shall
be applicable to such event, and this Section 12(a) shall not be applicable.

         (b)  Liquidation or Dissolution.  In the event the  shareholders of the
Company approve a plan of complete  liquidation or dissolution of the Company or
an agreement for the sale or disposition by the Company of all or  substantially
all of the Company's  assets,  the Board shall  provide that:  (i) except to the
extent specifically  provided to the contrary in any Award, all then unexercised
Options  and SARs  outstanding  will:  (A)  become  exercisable  in full as of a
specified  time at least 10 business  days prior to the  effective  date of such
liquidation,  dissolution, sale or disposition, and (B) terminate effective upon
such  liquidation,  dissolution,  sale  or  disposition,  except  to the  extent
exercised before such effective date, and (ii) except to the extent specifically
provided  to any  Restricted  Award,  all  restrictions  and  conditions  on all
Restricted Awards then outstanding  shall  automatically be deemed terminated or
satisfied.

         (c) Reorganization and Change in Control Events.

                  (1) Definitions.

                           (a) A "Reorganization Event" shall mean:

                                    (i)  any  merger  or  consolidation  of  the
Company with or into another entity as a result of which all of the  outstanding
shares of Common Stock are converted  into or exchanged for the right to receive
cash, securities or other property; or

                                    (ii) any exchange of all of the  outstanding
shares of Common  Stock for cash,  securities  or other  property  pursuant to a
share exchange transaction.

                           (b) A "Change in Control Event" shall mean:

                                    (i) the acquisition by an individual, entity
or group within the meaning of Section  13(d)(3) or 14(d)(2) of the Exchange Act
(each,  a "Person") of beneficial  ownership of any capital stock of the Company
if, after such acquisition, such Person beneficially owns (within the meaning of
Rule 13d-3  promulgated  under the  Exchange  Act) 30% or more of either (x) the
then-outstanding  shares of common stock of the Company (the "Outstanding Common
Stock") or (y) the combined voting power of the  then-outstanding  securities of
the Company  entitled  to vote  generally  in the  election  of  directors  (the
"Outstanding Voting Securities");  provided,  however, that for purposes of this
subsection  (i), the  following  acquisitions  shall not  constitute a Change in
Control  Event:  (A) any  acquisition  directly  from the Company  (excluding an
acquisition  pursuant to the  exercise,  conversion  or exchange of any security
exercisable  for,  convertible  into or exchangeable  for common stock or voting
securities  of  the  Company,  unless  the  Person  exercising,   converting  or
exchanging such security  acquired such security directly from the Company or an
underwriter  or agent  of the  Company),  (B) any  acquisition  by any  employee
benefit  plan or related  trust  sponsored or  maintained  by the Company or any
corporation controlled by the Company, or (C) any acquisition by any corporation
pursuant  to a Business  Combination  (as  defined  in Section  12(c)(1)(b)(iii)
below)  that  complies  with  clauses  (x) and (y) of  subsection  (iii) of this
definition;

                                      -9-
<PAGE>

                                    (ii) an event that results in the Continuing
Directors (as defined  below) not  constituting  a majority of the Board (or, if
applicable,  the board of directors of a successor  corporation to the Company).
"Continuing  Director"  means, at any date, a member of the Board: (x) who was a
member  of the  Board on the date of the  initial  adoption  of this Plan by the
Board, or (y) who was nominated or elected subsequent to such date by at least a
majority of the  directors  who were  Continuing  Directors  at the time of such
nomination  or  election  or whose  election  to the  Board was  recommended  or
endorsed by at least a majority of the directors who were  Continuing  Directors
at the time of such nomination or election;  provided, however, that there shall
be excluded  from this clause (y) any  individual  whose  initial  assumption of
office  occurred as a result of an actual or  threatened  election  contest with
respect to the election or removal of  directors  or other actual or  threatened
solicitation of proxies or consents,  by or on behalf of a person other than the
Board; or

                                    (iii)   the   consummation   of  a   merger,
consolidation, reorganization,  recapitalization or share exchange involving the
Company or a sale or other disposition of all or substantially all of the assets
of the Company (a "Business  Combination"),  unless,  immediately following such
Business Combination, each of the following two conditions is satisfied: (x) all
or  substantially  all of the  individuals  and entities who were the beneficial
owners  of the  Outstanding  Common  Stock  and  Outstanding  Voting  Securities
immediately  prior to such Business  Combination  beneficially  own, directly or
indirectly, more than 50% of the then-outstanding shares of common stock and the
combined  voting  power  of the  then-outstanding  securities  entitled  to vote
generally  in the  election of  directors,  respectively,  of the  resulting  or
acquiring corporation in such Business Combination, which shall include, without
limitation,  a corporation that as a result of such transaction owns the Company
or all or  substantially  all of the Company's assets either directly or through
one or more subsidiaries (such resulting or acquiring corporation is referred to
herein as the "Acquiring  Corporation") in substantially the same proportions as
their  ownership  of  the  Outstanding   Common  Stock  and  Outstanding  Voting
Securities,  respectively,  immediately prior to such Business Combination,  and
(y) no Person (excluding the Acquiring  Corporation or any employee benefit plan
or related  trust  maintained  or sponsored  by the Company or by the  Acquiring
Corporation)  beneficially  owns,  directly  or  indirectly,  30% or more of the
then-outstanding shares of common stock of the Acquiring Corporation,  or of the
combined  voting power of the  then-outstanding  securities of such  corporation
entitled to vote  generally in the  election of directors  (except to the extent
that such ownership existed prior to the Business Combination).

                  (2) Effect on Options and SARs.

                           (a)  Reorganization  Event.  Upon the occurrence of a
Reorganization Event (regardless of whether such event also constitutes a Change
in Control Event), or the execution by the Company of any agreement with respect
to a  Reorganization  Event  (regardless  of whether such event will result in a
Change in Control Event),  the Board shall provide that all outstanding  Options
and SARs shall be assumed,  or equivalent  options shall be substituted,  by the
acquiring  or  succeeding  corporation  (or  an  affiliate  thereof);  provided,
however,  that if such Reorganization Event also constitutes a Change in Control


                                      -10-
<PAGE>

Event,  except  to the  extent  specifically  provided  to the  contrary  in the
instrument  evidencing  any  Option  or SAR or any  other  agreement  between  a
Participant  and the  Company,  such  assumed or  substituted  options  shall be
immediately  exercisable  in full  upon the  occurrence  of such  Reorganization
Event. For purposes  hereof,  an Option or SAR shall be considered to be assumed
if,  following  consummation  of the  Reorganization  Event,  the  Option or SAR
confers the right to  purchase,  for each share of Common  Stock  subject to the
Option or SAR immediately prior to the consummation of the Reorganization Event,
the  consideration  (whether cash,  securities or other property)  received as a
result of the Reorganization  Event by holders of Common Stock for each share of
Common Stock held immediately  prior to the  consummation of the  Reorganization
Event  (and if  holders  were  offered  a choice of  consideration,  the type of
consideration  chosen by the holders of a majority of the outstanding  shares of
Common Stock); provided, however, that if the consideration received as a result
of the  Reorganization  Event is not solely  common  stock of the  acquiring  or
succeeding  corporation  (or an affiliate  thereof),  the Company may,  with the
consent of the acquiring or succeeding  corporation  (or an affiliate  thereof),
provide for the  consideration  to be received  upon the exercise of Options and
SARs  to  consist  solely  of  common  stock  of  the  acquiring  or  succeeding
corporation (or an affiliate thereof) equivalent in fair market value to the per
share consideration received by holders of outstanding shares of Common Stock as
a result of the Reorganization Event.

         Notwithstanding   the   foregoing,   if  the  acquiring  or  succeeding
corporation  (or an affiliate  thereof) does not agree to assume,  or substitute
for,  such Options and SARs,  then the Board shall,  upon written  notice to the
Participants,  provide  that all then  unexercised  Options and SARs will become
exercisable in full as of a specified time prior to the Reorganization Event and
will terminate  immediately  prior to the  consummation  of such  Reorganization
Event,   except  to  the  extent  exercised  by  the  Participants   before  the
consummation of such Reorganization Event; provided,  however, that in the event
of a Reorganization  Event under the terms of which holders of Common Stock will
receive upon consummation  thereof a cash payment for each share of Common Stock
surrendered  pursuant to such  Reorganization  Event (the "Acquisition  Price"),
then the Board may instead provide that all  outstanding  Options and SARs shall
terminate  upon  consummation  of  such  Reorganization   Event  and  that  each
Participant  shall receive,  in exchange  therefor,  a cash payment equal to the
amount (if any) by which: (A) the Acquisition  Price multiplied by the number of
shares of Common Stock subject to such outstanding  Options and SARs (whether or
not then exercisable), exceeds (B) the aggregate exercise price of such Options.
To the extent all or any portion of an Option or SAR becomes  exercisable solely
as a result of the first  sentence  of this  paragraph,  upon  exercise  of such
Option  or SAR the  Participant  shall  receive  shares  subject  to a right  of
repurchase by the Company or its  successor at the exercise  price of the Option
or SAR. Such repurchase right: (X) shall lapse at the same rate as the Option or
SAR would have become  exercisable  under its terms,  and (Y) shall not apply to
any shares  subject to the  Option or SAR that was  exercisable  under its terms
without regard to the first sentence of this paragraph.

                  (b)  Change  in  Control  Event  that is not a  Reorganization
Event.  Upon the  occurrence  of a Change in  Control  Event  that does not also
constitute a Reorganization Event, except to the extent specifically provided to
the contrary in any Option or SAR Award,  all Options and SARs then  outstanding
shall automatically become immediately exercisable in full.


                                      -11-
<PAGE>

         (3) Effect on Restricted Awards and Awards of Unrestricted Stock.

                  (a)  Reorganization  Event  that is not a  Change  in  Control
Event.  Upon the  occurrence of a  Reorganization  Event that is not a Change in
Control  Event,  the  repurchase  and other  rights of the  Company  under  each
outstanding  Restricted  Award  shall  inure  to the  benefit  of the  Company's
successor  and shall apply to the cash,  securities  or other  property that the
Common Stock was converted into or exchanged for pursuant to such Reorganization
Event in the same  manner and to the same  extent as they  applied to the Common
Stock subject to such Restricted Award.

                  (b) Change in Control  Event.  Upon the occurrence of a Change
in  Control  Event   (regardless  of  whether  such  event  also  constitutes  a
Reorganization  Event),  except  to  the  extent  specifically  provided  to the
contrary  in the  Restricted  Award,  all  restrictions  and  conditions  on all
Restricted Awards then outstanding  shall  automatically be deemed terminated or
satisfied.

         (d) Notice of Adjustment. When any adjustment is required to be made in
under this Section 12, the Company shall promptly notify the Participant of such
event  and of the  number  of shares  of  Common  Stock or other  securities  or
property thereafter owned or that may be acquired under an Award.

         (e) No  Impairment.  The Company and the  Participant  will not, by any
voluntary action, avoid or seek to avoid the observance or performance of any of
the  terms  to be  observed  or  performed  hereunder  by  the  Company  or  the
Participant,  respectively,  but will at all times in good  faith  assist in the
carrying out of all the  provisions  of this Section 12 and in the taking of all
such action as may be necessary or appropriate in order to protect the rights or
the Company and the Participant against impairment

13. Termination of Awards.

         (a) Termination by Death. If any Participant's  employment by, or other
relationship with, the Company terminates by reason of death: (i) any Options or
SARs then owned by such  Participant may thereafter be exercised,  to the extent
exercisable at the date of death by the legal  representative  or legatee of the
Participant,  until the  earlier  of the date  that is one year (or such  longer
period as the Board shall  specify at any time) after the date of death or until
the date of  expiration  of the stated term of the Options or SARs,  if earlier,
and (ii) any restrictions and conditions on any Restricted  Awards then owned by
the Participant  shall  automatically  be deemed  terminated or satisfied on the
date of death, and the legal  representative or legatee of the Participant shall
have the right to acquire any shares of Common Stock  underlying  the Restricted
Awards until the earlier of the date that is one year (or such longer  period as
the  Board  shall  specify  at any  time)  after  the date of death or until the
expiration of the stated term of the Restricted Award.

(b) Termination by Reason of Disability or Retirement.

         (1) If a Participant's  employment by, or other  relationship with, the
Company  terminates by reason of disability as set forth in Section  22(e)(3) of
the Code ("Disability"):  (i) any Options or SARs then owned by such Participant
may thereafter be exercised,  to the extent they were exercisable at the time of


                                      -12-
<PAGE>

such  termination of employment,  until the earlier of the date that is one year
(or such longer period as the Board shall specify at any time) after the date of
such  termination  of employment or the date of expiration of the stated term of
the Options or SARs, and (ii) any  restrictions and conditions on any Restricted
Awards then owned by the Participant shall automatically be deemed terminated or
satisfied  on the  date  of  such  termination  of  employment,  and  the  legal
representative  or guardian of the  Participant  shall have the right to acquire
any shares of Common Stock underlying the Restricted Awards until the earlier of
the date that is one year (or such longer  period as the Board shall  specify at
any  time)  after  the date of such  termination  of  employment  or the date of
expiration of the stated term of the Restricted Award.

         (2) If a Participant retires in good standing from active employment or
service  with the  Company in  accordance  with the  retirement  policies of the
Company then in effect ("Retirement"), (i) any Options and SARs then held by the
Participant may thereafter be exercised,  to the extent they were exercisable at
the time of such termination, until the earlier of the date that is three months
(or such longer period as the Board shall specify at any time) after the date of
such  Retirement  or until  the date of  expiration  of the  stated  term of the
Options or SARs,  and (ii) any  restrictions  and  conditions on any  Restricted
Awards then owned by the Participant shall automatically be deemed terminated or
satisfied  on the date of such  Retirement  and the  Participant  shall have the
right to acquire any shares of Common Stock  underlying  the  Restricted  Awards
until the earlier of the date that is three months (or such longer period as the
Board shall  specify at any time) after the date of such  Retirement or the date
of expiration of the stated term of the Restricted Award.

         (3) The Board shall have sole  authority  and  discretion  to determine
whether a Participant's  employment or services has been terminated by reason of
Disability or Retirement.

         (c) Termination  for Cause. If a Participant's  employment by, or other
relationship  with, the Company  terminates  for "Cause," any Options,  SARs and
Restricted Awards held by such Participant shall immediately terminate and be of
no further force and effect; provided,  however, that the Board may, in its sole
discretion,  provide that any such  Options and SARs may be exercised  until the
earlier of the date that is three months after the date of such  termination  of
employment or the date of expiration of the stated term of the Options or SARs.

         "Cause" shall have the meaning ascribed to such term in any employment,
consulting,  advisory or other agreement between the applicable  Participant and
the Company;  provided,  however,  that if no such agreement  exists or, if such
agreement exists but no such term is provided or defined therein,  "Cause" shall
mean a determination by the Company (including the Board) that the Participant's
employment  or other  relationship  with the Company  should be  terminated as a
result of: (i) a material  breach by the  Participant  of any agreement to which
the  Participant  and  the  Company  are  parties,  (ii)  any  act,  other  than
Retirement,  or omission to act by the Participant  that may have a material and
adverse effect on the business of the Company or on the Participant's ability to
perform services for the Company,  including,  without limitation, the proven or
admitted commission of any crime (other than an ordinary traffic violation),  or
(iii) any material  misconduct or material  neglect of duties by the Participant
in connection with the business or affairs of the Company.


                                      -13-
<PAGE>

         (d) Other Termination.  Unless otherwise  determined by the Board, if a
Participant's  employment by, or other relationship with, the Company terminates
for any reason other than death,  Disability,  Retirement or for Cause:  (i) any
Options and SARs held by such  Participant  may thereafter be exercised,  to the
extent they are exercisable on the date of termination of employment,  until the
earlier of the date that is 90 days (or such  longer  period as the Board  shall
specify at any time) after the date of such  termination  of  employment  or the
date of  expiration  of the stated term of the  Options  and SARs,  and (ii) any
restrictions  and  conditions  on  any  Restricted  Awards  then  owned  by  the
Participant shall automatically be deemed terminated or satisfied on the date of
such Retirement and the  Participant  shall have the right to acquire any shares
of Common Stock  underlying the Restricted  Awards until the earlier of the date
that is 90 days (or such longer  period as the Board shall  specify at any time)
after the date of such  termination  of  employment or the date of expiration of
the stated term of the Restricted Award.

         (e)  Transfer  and Leave of Absence.  For  purposes  of this Plan,  the
following events shall not be deemed a termination of employment: (i) a transfer
of employment  between any of the Company,  a parent,  a subsidiary or any other
affiliate  of the  Company,  and (ii) an approved  leave of absence for military
service or  sickness,  or for any other  purpose  approved by the Board,  if the
employee's  right to  re-employment  is guaranteed by a statute,  by contract or
under the policy  pursuant to which the leave of absence was granted,  or if the
Board otherwise so provides in writing.

14. Withholding.

         (a) Payment by Participant.  Each Participant shall pay to the Company,
or make  arrangements  satisfactory  to the  Board  regarding  payment  of,  any
federal,  state,  local and/or  payroll  taxes of any kind required by law to be
withheld with respect to such income.  The Company may, to the extent  permitted
by law,  deduct any such taxes from any payment of any kind  otherwise  due to a
Participant whether or not pursuant to the Plan.

         (b) Payment in Shares. A Participant may elect, with the consent of the
Board, to have such tax withholding  obligation satisfied,  in whole or in part,
by (i)  authorizing  the Company to withhold  from shares of Common  Stock to be
issued  pursuant  to an Award a number  of  shares  of  Common  Stock  having an
aggregate  Fair Market Value that would satisfy the minimum  withholding  amount
due with respect to such Award,  or (ii)  delivering  to the Company a number of
Mature Shares with an aggregate Fair Market Value that would satisfy the minimum
withholding amount due. The Company may require that any fractional share amount
be settled in cash.  For the purposes of this Section  14(b),  Fair Market Value
shall be  determined as of the date on which the amount of tax to be withheld is
determined.

         (c) Notice of Disqualifying Disposition.  If any Participant shall make
any disposition of shares of Common Stock delivered  pursuant to the exercise of
an Incentive Stock Option under the circumstances described in Section 421(b) of
the Code  (relating to certain  disqualifying  dispositions),  such  Participant
shall notify the Company of such disposition within 10 days thereof.

15. Status of Participant. With respect to the portion of any Award that has not
been  exercised  and any  payments  in cash,  shares  of  Common  Stock or other


                                      -14-
<PAGE>

consideration not received by a Participant,  a Participant shall have no rights
greater  than those of a general  unsecured  creditor of the Company  unless the
Board shall otherwise expressly determine in connection with an Award. The Board
may,  in its  sole  discretion,  authorize  the  creation  of  trusts  or  other
arrangements to meet the Company's obligations to deliver shares of Common Stock
or make payments with respect to Awards  hereunder,  provided that the existence
of such trusts or other  arrangements  is  consistent  with the provision of the
preceding sentence.

16. General Provisions Applicable to Awards.

         (a)  Transferability  of  Awards.  Except as the  Board  may  otherwise
determine or provide in an Award or as otherwise  provided in the Plan, no Award
or any  right or  obligation  thereunder  may be sold,  exchanged,  transferred,
assigned, pledged,  hypothecated or otherwise encumbered or disposed of, whether
voluntarily or involuntarily,  by the person to whom they are granted, except by
will or the laws of descent and  distribution.  Awards shall be exercisable only
during the life of the  Participant to whom an Award was granted and only by the
Participant  or  the  Participant's  legal   representative.   References  to  a
Participant,  to the extent relevant in the context, shall include references to
authorized  transferees.  Notwithstanding  the immediately  proceeding three (3)
sentences,  the Board may  permit a  Participant  to  transfer  any Award to any
person or entity that the Board so  determines  under such terms and  conditions
that it deems appropriate in its sole discretion. Any assignment in violation of
the  provisions  of this  Section  16(a)  shall be void.  All of the  terms  and
conditions of this Plan and any Awards shall be binding upon any such  permitted
successors and assigns of the Participant.

         (b)  Agreements  Evidencing  Awards.  Each Award granted under the Plan
shall be evidenced by a written  document that shall contain such provisions and
conditions as the Board deems appropriate. By accepting an Award pursuant to the
Plan, a Participant thereby agrees that the Award shall be subject to all of the
terms and provisions of the Plan and the applicable Award.

         (c)  Non-Uniform  Determinations.  Except as otherwise  provided by the
Plan, each Award may be made alone or in addition to or in relation to any other
Award.  The terms of each  Award need not be  identical,  and the Board need not
treat Participants  uniformly,  regardless of whether such persons are similarly
situated.  Without limiting the generality of the foregoing,  the Board shall be
entitled,  among other things, to make non-uniform and selective  determinations
when issuing Awards,  and to grant  non-uniform and selective  Awards as to: (i)
the persons to receive  Awards,  (ii) the terms and  provisions  of Awards,  and
(iii) whether a Participant's employment has been terminated for purposes of the
Plan.

         (d)  Acceleration.  The  Board may at any time  provide  that any Award
shall become  immediately  exercisable  in full or in part,  free of some or all
restrictions or conditions,  or otherwise  realizable in full or in part, as the
case may be.

         (e)  Delivery of Shares.  The Company  will not be obligated to deliver
any shares of Common Stock pursuant to the Plan or to remove  restrictions  from
shares  previously  delivered  under the Plan until:  (i) all  conditions of the
Award have been met or removed to the  satisfaction of the Company,  (ii) in the
opinion of the Company's counsel, all other legal matters in connection with the


                                      -15-
<PAGE>

issuance  and  delivery  of such  shares  have  been  satisfied,  including  any
applicable  securities  laws and any  applicable  stock exchange or stock market
rules and  regulations,  and (iii) the Participant has executed and delivered to
the Company  such  representations  or  agreements  as the Company may  consider
appropriate  to  satisfy  the  requirements  of any  applicable  laws,  rules or
regulations. The Board may, at any time, provide that, at the time any shares of
Common Stock would otherwise be delivered  pursuant to an Award, the Participant
shall instead  receive an instrument  evidencing the right to future delivery of
shares of Common  Stock at such time or times,  and on such  conditions,  as the
Board  shall  specify.  The Board may at any time  accelerate  the time at which
delivery of all or any part of the shares of Common Stock shall take place.

         (f) Stock  Certificates.  Any stock certificates issued in respect of a
Restricted  Stock Award shall be registered in the name of the Participant  and,
unless otherwise determined by the Board, deposited by the Participant, together
with a stock  power  endorsed  in  blank,  with  the  Company  or the  Company's
designee.  At the expiration of the applicable  restriction periods, the Company
or such  designee  shall  deliver  the  certificates  no longer  subject to such
restrictions  to  the  Participant  or if  the  Participant  has  died,  to  the
Participant's legal representative or legatee. Delivery of stock certificates to
Participants  under this Plan shall be deemed effected for all purposes when the
Company or a stock  transfer  agent of the  Company  shall have  delivered  such
certificates  in the United States mail,  addressed to the  Participant,  at the
Participant's last known address on file with the Company.

17. Miscellaneous

         (a) No Right To Employment  or Other  Status.  No person shall have any
claim or right to be granted an Award.  The adoption of the Plan and grant of an
Award shall not be  construed  as giving a  Participant  the right to  continued
employment or any other  relationship  with the Company.  The Company  expressly
reserves  the  right  at  any  time  to  dismiss  or  otherwise   terminate  its
relationship  with a Participant free from any liability or claim under the Plan
or any Award.

         (b) Nature of Payments.  Any and all grants of Awards and deliveries of
shares of Common Stock, cash,  securities or other property under the Plan shall
be in consideration of services  performed or to be performed for the Company by
the  Participant.  Awards under the Plan may, in the discretion of the Board, be
made in  substitution  in  whole  or in part  for  cash  or  other  compensation
otherwise  payable  to a  Participant.  All such  grants  and  deliveries  shall
constitute a special  discretionary  incentive  payment to the  Participant  and
shall not be required to be taken into account in computing the amount of salary
or   compensation  of  the  Participant  for  the  purpose  of  determining  any
contributions to or any benefits under any pension, retirement,  profit-sharing,
bonus,  life insurance,  severance or other benefit plan of the Company or under
any agreement with the  Participant,  unless the Company  specifically  provides
otherwise.

         (c)  No  Rights  As  Stockholder.  Subject  to  the  provisions  of the
applicable Award, no Participant or Designated Beneficiary shall have any rights
as a  stockholder  with respect to any shares of Common Stock to be  distributed
with respect to an Award until delivery of the shares to the  Participant or the
Participant's legal  representative or legatee. In the event the Company effects
a split of the  shares  of  Common  Stock by means of a stock  dividend  and the
exercise  price of and the number of shares subject to an Option are adjusted as
of the date of the  distribution  of the dividend  (rather than as of the record


                                      -16-
<PAGE>

date for such  dividend),  a  Participant  who  exercises an Option  between the
record date and the distribution  date for such stock dividend shall be entitled
to receive,  on the  distribution  date,  the stock dividend with respect to the
shares of Common Stock acquired upon such Option exercise,  notwithstanding  the
fact that such  shares were not  outstanding  as of the close of business on the
record date for such stock dividend.

         (d) Effective Date of Plan. The Plan shall become effective on the date
on which it is adopted  by the  Board;  provided,  however,  that:  (i) no Award
granted to a Participant  shall become effective until any shareholder  approval
of the Company to issue the underlying  securities  necessary  under  applicable
legal,  regulatory or listing requirements shall be obtained,  and (ii) no Award
granted to a  Participant  that is intended to comply with Section  162(m) shall
become  exercisable,  vested or realizable,  as applicable to such Award, unless
and until the Plan has been approved by the Company's stockholders to the extent
stockholder  approval is required by Section 162(m) in the manner required under
Section 162(m).

         (e)  Entire  Agreement.  This Plan and any  Award  contain  the  entire
agreement  between the parties  with  respect to the subject  matter  hereof and
supercede  all prior  agreements  and  understandings,  both  written  and oral,
between the parties  with  respect to the subject  matter  hereof,  and no party
shall be  liable or bound to any other  party in any  manner by any  warranties,
representations, guarantees or covenants except as specifically set forth in the
Plan and any Award.  Nothing in this Agreement,  express or implied, is intended
to confer  upon any party  other  than the  parties  hereto or their  respective
successors and assigns any rights, remedies, obligations or liabilities under or
by reason of this Agreement, except as expressly provided in this Agreement.

         (f)  Amendment  of Plan or Award.  The  Board may at any time  amend or
discontinue the Plan and amend or cancel any outstanding Award, including in any
manner  that  adversely  affects  the  rights,  duties  or  obligations  of  any
Participant,  and including but not limited to,  substituting  therefor  another
Award  of the  same or a  different  type,  changing  the  date of  exercise  or
realization,  converting  an  Incentive  Stock  Option to a  Nonstatutory  Stock
Option,  and  converting  an Option into a SAR,  for the  purpose of  satisfying
changes in law or for any other lawful purpose.  Unless otherwise  determined by
the Board, shareholder approval of any suspension,  discontinuance,  revision or
amendment  shall be  obtained  only to the extend  necessary  to comply with any
applicable law, rule or regulation. To the extent required by Section 162(m), no
Award  granted to a Participant  that is intended to comply with Section  162(m)
after the date of such amendment shall become exercisable, realizable or vested,
as applicable  to such Award,  unless and until such  amendment  shall have been
approved by the Company's  stockholders if required by Section 162(m) (including
the  vote  required  under  Section  162(m)).  No Award  shall  be made  that is
conditioned upon stockholder approval of any amendment to the Plan.

         (g)  Severability.  If any  provision  of the Plan or any  Award or the
application  thereof  to any  person or  circumstance  is held to be  invalid or
unenforceable to any extent, the remainder of the Plan or any Award shall remain
in full force and effect and shall be reformed to render the Agreement valid and
enforceable  while  reflecting to the greatest extent  permissible the intent of
the parties.

                                      -17-
<PAGE>

         (h)  Successors  and Assigns.  The terms and conditions of the Plan and
any Award shall be binding  upon and inure to the benefit of the Company and its
successors and assigns.

         (i)  Termination  of Plan.  The Plan  shall  terminate  upon the  tenth
anniversary of its effective  date. The Board may terminate the Plan at any time
prior to such date.  No Award may be  granted  under the Plan after the Plan has
been terminated.  No Award granted while this Plan is in effect shall be altered
or impaired by termination of the Plan, except upon the consent of the holder of
such Award.  The power of the Board to construe and interpret  this Plan and the
Awards  granted prior to the  termination  of the Plan shall continue after such
termination.

         (j) Other Compensatory  Arrangements.  Neither the adoption of the Plan
by the Board nor the submission of the Plan to the  shareholders  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,  and
such  arrangements  may be either  generally  applicable or  applicable  only in
specific cases.

         (k)  Consents  and Legal  Requirements.  If the Board shall at any time
determine  that any Consent (as defined  below) is  necessary  or desirable as a
condition of, or in connection  with, the granting of any Award, the delivery of
shares  of Common  Stock,  or the  delivery  of any  cash,  securities  or other
property under the Plan, or the taking of any other action thereunder (each such
action being hereinafter referred to as a "Plan Action"),  then such Plan Action
shall not be taken,  in whole or in part,  unless and until such  Consent  shall
have been effected or obtained to the full  satisfaction of the Board. The Board
may require each person acquiring shares of Common Stock pursuant to an Award to
represent to and agree with the Company in writing that such person is acquiring
the shares  for  investment  purposes  only and  without a view to  distribution
thereof.  The Board  may also  direct  that any  certificate  evidencing  shares
delivered  pursuant  to  the  Plan  shall  bear  a  legend  setting  forth  such
restrictions  on  transferability  as the Board may determine to be necessary or
desirable,  and may advise the transfer  agent to place a stop order against any
legended shares.

         "Consent"  as use herein with  respect to any Plan Action  includes (i)
any and all listings,  registrations or  qualifications  in respect thereof upon
any securities  exchange or under any federal,  state or local law, or law, rule
or  regulation of a  jurisdiction  outside the United  States,  (ii) any and all
written  agreements and  representations  by the Participant with respect to the
disposition of shares, or with respect to any other matter,  which the Committee
may deem  necessary or  desirable to comply with the terms of any such  listing,
registration  or  qualification,  or to obtain an exemption from the requirement
that any such listing,  registration or qualification be made, (iii) any and all
other  consents,  clearances  and  approvals  in respect of a plan action by any
governmental or other  regulatory body or any stock exchange or  self-regulatory
agency, and (iv) any and all consents or authorizations required to comply with,
or required to be obtained under,  applicable local law or otherwise required by
the Board. Nothing herein shall require the Company to list, register or qualify
the shares of Common Stock on any securities exchange.

         (l) Section 83(b) Election. No election under Section 83(b) of the Code
(relating  to the  inclusion of gross income in the year of transfer the amounts
specified  in such Code  section) or under a similar  provision  of the law of a
jurisdiction outside the United States may be made unless expressly permitted by
the terms of the Award or by action of the Board in writing  prior to the making


                                      -18-
<PAGE>

of such election. If a Participant, in connection with the acquisition of shares
of Common Stock under the Plan or otherwise,  is expressly  permitted  under the
terms of the Award or by such  Board  action to make any such  election  and the
Participant  makes the election,  the Participant shall notify the Board of such
election  within 10 days of  filing  notice of the  election  with the  Internal
Revenue Service or other  governmental  authority,  in addition to any filing or
notification  required pursuant to the regulations issued under Section 83(b) of
the Code or other applicable provision.

         (m)  Absence  of  Third-Party   Beneficiary  Rights.  Unless  expressly
provided  in the Plan or any  Award,  no  provision  of the Plan or any Award is
intended,  nor  will be  interpreted,  to  provide  or  create  any  third-party
beneficiary  rights or any other  rights  of any kind in any  client,  customer,
affiliate, officer, director, shareholder, employee, partner of any party hereto
or any other person or entity, and, except as so provided, all provisions hereof
and thereof will be solely between the parties to the Plan and any Award.

         (n) Provisions for Foreign Participants. The Board may modify the terms
and conditions of Awards granted to  Participants  who are foreign  nationals or
employed outside the United States, establish sub-plans under the Plan, or adopt
such  modifications  or procedures as the Board may determine to be necessary or
advisable,  to recognize  differences in laws, rules,  regulations or customs of
such foreign jurisdictions with respect to tax, securities,  currency,  employee
benefit, accounting or other matters.

         (o) Liability of the Company.  The Company and any affiliate that is in
existence or hereafter comes into existence shall not be liable to a Participant
or other persons as to: (i) the  non-issuance  or sale of shares of Common Stock
as to which the Company has been unable to obtain  approval from any  regulatory
body having  jurisdiction deemed by the Company's counsel to be necessary to the
lawful issuance and sale of any shares of Common Stock  hereunder,  and (ii) any
tax consequence  expected,  but not realized, by any Participant or other person
due to the receipt,  exercise or  settlement  of any Option,  SAR or other Award
granted hereunder.

         (p)  Governing  Law.  This Plan and any Award  shall be governed by and
construed in accordance with the laws of the State of Nevada,  without regard to
the laws that might otherwise govern under applicable principles of conflicts of
laws thereof.


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