EXHIBIT 10.4


                                           SIERRA HEALTH SERVICES, INC.
                                          1995 LONG-TERM INCENTIVE PLAN,
                                   As Amended and Restated through May 18, 1998


     1. Purpose.  The purpose of this 1995 Long-Term  Incentive Plan, as amended
and restated (the "Plan"), of Sierra Health Services, Inc., a Nevada corporation
(the "Company"), is to advance the interests of the Company and its stockholders
by providing a means to attract, retain, and reward executive officers and other
key  employees of, and  consultants  to, the Company and its  subsidiaries,  and
directors of  subsidiaries,  to link  compensation  to measures of the Company's
performance in order to provide  additional  incentives,  including  stock-based
incentives and cash-based annual incentives, to such persons for the creation of
stockholder  value,  and to  enable  such  persons  to  acquire  or  increase  a
proprietary  interest  in the  Company in order to promote a closer  identity of
interests between such persons and the Company's stockholders.

     2.  Definitions.  The  definitions  of awards  under  the  Plan,  including
Options, SARs (including Limited SARs),  Restricted Stock, Deferred Stock, Stock
granted as a bonus or in lieu of other awards, and Other Stock-Based Awards, are
set forth in Section 6 of the Plan, and the definition of Performance Awards and
Annual  Incentive  Awards is set forth in  Section 8 of the Plan.  Such  awards,
together  with any other right or interest  granted to a  Participant  under the
Plan,  are termed  "Awards." The  definitions  of terms  relating to a Change of
Control of the  Company  are set forth in Section 9 of the Plan.  In addition to
such terms and the terms  defined in Section  1, the  following  terms  shall be
defined as set forth below:

     (a) "Award Agreement" means any written  agreement,  contract,  notice to a
Participant, or other instrument or document evidencing an Award.

     (b) "Beneficiary"  means the person,  persons,  trust, or trusts which have
been  designated by a Participant in his or her most recent written  beneficiary
designation  filed with the  Committee to receive the benefits  specified  under
this Plan upon such Participant's  death. If, upon a Participant's  death, there
is no designated Beneficiary or surviving designated Beneficiary,  then the term
Beneficiary means the person,  persons, trust, or trusts entitled by will or the
laws of descent and distribution to receive such benefits.

     (c) "Board" means the Board of Directors of the Company.

     (d) "Code" means the Internal Revenue Code of 1986, as amended from time to
time. References to any provision of the Code include regulations thereunder and
successor provisions and regulations thereto.

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     (e) "Committee"  means the Stock Plan Committee of the Board in the case of
Awards other than Annual Incentive  Awards,  the  Compensation  Committee of the
Board in the case of Annual Incentive  Awards,  or such other Board committee or
committees as may be  designated by the Board to administer  the Plan in respect
of any Award, and the term "Committee" shall refer to the full Board in any case
in which it is  performing  any  function of the  Committee  under the Plan.  In
appointing members of the Committee, the Board will consider whether each member
will qualify as a "Non-Employee Director" within the meaning of Rule 16b-3(b)(3)
and  as  an  "outside  director"  within  the  meaning  of  Treasury  Regulation
1.162-27(e)(3) under Code Section 162(m), but the members are not required to so
qualify  at the time of  appointment  or during  their  term of  service  on the
Committee.  

(f)  "Exchange  Act" means the  Securities  Exchange Act of 1934, as
amended  from time to time.  References  to any  provision  of the  Exchange Act
include rules thereunder and successor provisions and rules thereto.

     (g) "Fair Market  Value"  means,  with respect to Stock,  Awards,  or other
property,  the  fair  market  value of such  Stock,  Awards,  or other  property
determined by such methods or procedures  as shall be  established  from time to
time by the Committee.  Unless otherwise  determined by the Committee,  the Fair
Market  Value of Stock as of any given  date means the  closing  sale price of a
share of common stock  reported in the table  entitled "New York Stock  Exchange
Composite  Transactions"  contained in THE WALL STREET JOURNAL (or an equivalent
successor  table) for such date or, if no such  closing  price was  reported for
such date,  for the most  recent  trading  day prior to such date for which such
closing price was reported.

     (h) "ISO" means any Option  intended to be and  designated  as an incentive
stock option within the meaning of Section 422 of the Code.

     (i)  "Participant"  means a person  who,  as an  executive  officer  or key
employee of the  Company or a  subsidiary,  has been  granted an Award under the
Plan which remains outstanding.

     (j) "Rule  16b-3"  means  Rule  16b-3,  as from time to time in effect  and
applicable  to the Plan and  Participants,  promulgated  by the  Securities  and
Exchange Commission under Section 16 of the Exchange Act.

     (k) "Stock"  means the Common  Stock,  $.005 par value,  of the Company and
such other  securities as may be substituted for Stock or such other  securities
pursuant to Section 4.

3.       Administration.

     (a)  Authority  of the  Committee.  The Plan shall be  administered  by the
Committee.  The  Committee  shall  have  full and  final  authority  to take the
following actions, in each case subject to and consistent with the provisions of
the Plan:


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(i)      to select Participants to whom Awards may be granted;

     (ii) to  determine  the type or  types  of  Awards  to be  granted  to each
Participant;

     (iii) to determine the number of Awards to be granted, the number of shares
of Stock to which an Award will relate, the cash amount payable in settlement of
an Annual Incentive Award and the performance conditions applicable thereto, all
other terms and conditions of any Award granted under the Plan  (including,  but
not limited  to, any  exercise  price,  grant  price,  or  purchase  price,  any
restriction or condition,  any schedule or performance  conditions for the lapse
of  restrictions  or  conditions   relating  to   transferability,   forfeiture,
exercisability,  or  settlement  of an Award,  and  waivers,  accelerations,  or
modifications  thereof,  based  in  each  case  on  such  considerations  as the
Committee shall determine), and all other matters to be determined in connection
with an Award;

     (iv) to determine whether,  to what extent, and under what circumstances an
Award may be settled,  or the exercise  price of an Award may be paid,  in cash,
Stock, other Awards, or other property, or an Award may be cancelled, forfeited,
or  surrendered;  

(v) to  determine  whether,  to what  extent,  and under  what
circumstances  cash, Stock, other Awards, or other property payable with respect
to an Award  will be  deferred  either  automatically,  at the  election  of the
Committee, or at the election of the Participant;

     (vi) to  prescribe  the form of each  Award  Agreement,  which  need not be
identical for each Participant;

     (vii)  to  adopt,  amend,  suspend,  waive,  and  rescind  such  rules  and
regulations  and appoint  such agents as the  Committee  may deem  necessary  or
advisable to administer the Plan;

     (viii) to correct  any  defect or supply  any  omission  or  reconcile  any
inconsistency  in the Plan and to construe and interpret the Plan and any Award,
rules and regulations, Award Agreement, or other instrument hereunder; and

     (ix) to make all other  decisions  and  determinations  as may be  required
under the terms of the Plan or as the Committee may deem  necessary or advisable
for the administration of the Plan.

     (b) Manner of Exercise of Committee Authority.  Any action of the Committee
with respect to the Plan shall be final, conclusive, and binding on all persons,
including the Company,  subsidiaries  of the Company,  Participants,  any person
claiming  any  rights  under  the Plan  from or  through  any  Participant,  and
stockholders.  The express grant of any specific power to the Committee, and the
taking of any action by the  Committee,  shall not be  construed as limiting any
power or authority of the  Committee.  The Committee may delegate to officers or
managers of the Company or any subsidiary of the Company the authority,  subject
to such terms as the Committee shall determine, to perform such functions as the
Committee may determine,  to the extent that such  delegation will not result in
the  loss  of  an  exemption  under  Rule  16b-3(d)(1)  for  Awards  granted  to
Participants

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     subject to Section 16 of the  Exchange  Act in respect of the  Company  and
will not cause Awards  intended to qualify as  "performance-based"  compensation
under Code Section  162(m) to fail to so qualify,  and as  otherwise  limited by
applicable  law.  Other  provisions of the Plan  notwithstanding,  the Board may
perform any function of the  Committee  under the Plan,  in order to ensure that
transactions under the Plan are exempt under Rule 16b-3 or for any other reason;
provided,  however, that authority  specifically reserved to the Board under the
terms of the Plan, the Company's  Certificate of  Incorporation  or By-laws,  or
applicable law shall be exercised by the Board and not by the Committee.

     (c) Limitation of Liability. Each member of the Committee shall be entitled
to, in good faith, rely or act upon any report or other information furnished to
him by any  officer or other  employee  of the  Company or any  subsidiary,  the
Company's   independent   certified   public   accountants,   or  any  executive
compensation  consultant,  legal counsel, or other professional  retained by the
Company to assist in the administration of the Plan. No member of the Committee,
nor any officer or employee  of the Company  acting on behalf of the  Committee,
shall be  personally  liable for any action,  determination,  or  interpretation
taken or made in good faith with  respect  to the Plan,  and all  members of the
Committee  and any officer or  employee  of the Company  acting on behalf of the
Committee or members  thereof  shall,  to the extent  permitted by law, be fully
indemnified  and  protected  by the  Company  with  respect to any such  action,
determination, or interpretation.

     4.  Stock  Available  Under  the  Plan;   Per-Person   Award   Limitations;
Adjustments.

     (a) Stock  Reserved  for  Awards.  Subject  to  adjustment  as  hereinafter
provided,  the  total  number  of shares of Stock  reserved  and  available  for
issuance to  Participants  in  connection  with  Awards  under the Plan shall be
3,150,000  plus the number of shares  reserved for the grant of awards under the
Company's Second Amended and Restated 1986 Stock Option Plan and Second Restated
Capital  Accumulation  Plan but which have not been and will not be issued under
such plans (as determined at any time during the  effectiveness of the Plan). No
Award may be granted if the number of shares to which such Award  relates,  when
added to the number of shares to which  other  then-outstanding  Awards  relate,
exceeds the number of shares then  remaining  available for issuance  under this
Section 4. If all or any portion of an Award is  forfeited,  settled in cash, or
otherwise  terminated without issuance of shares to the Participant,  the shares
to which such Award or portion  thereof  related  shall again be  available  for
Awards under the Plan; provided, however, that shares withheld in payment of the
exercise price of any Option or withholding  taxes relating to Awards and shares
equal to the number of Shares  surrendered  in payment of the exercise  price of
any Option or withholding  taxes relating to Awards shall,  for purposes of this
provision,  be deemed not to have been issued to the  Participant  in connection
with such Awards under the Plan.  The  Committee  may adopt  procedures  for the
counting of shares  relating  to any Award to ensure  appropriate  counting  and
avoid double counting (in the case of tandem or substitute  awards).  Any shares
of Stock  issued  pursuant  to an Award  may  consist,  in whole or in part,  of
authorized  and unissued  shares,  treasury  shares,  or shares  acquired in the
market for the account of the  Participant  (which  treasury  shares or acquired
shares will be deemed to have been "issued" pursuant to such Award).

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     (b) Annual Individual Limitations. During any calendar year, no Participant
may be granted  Options,  SARs,  and other Awards under the Plan with respect to
more than 300,000 shares of Stock,  subject to adjustment as provided in Section
4(c).  For purposes of this Section 4(b),  unless more  restrictive  counting is
required in order for Awards to comply  with the  requirements  of Code  Section
162(m) and regulations thereunder,  this provision will limit the maximum number
of  shares  that can be  issued  to a  Participant  under  Awards  (taking  into
consideration the terms of the Awards, including tandem exercise provisions). In
addition,  no Annual  Incentive  Award or Awards  granted  to a  Participant  in
respect of any one  calendar  year may be  settled by payment of an amount  that
exceeds four percent of the Company's pre-tax operating income (determined under
generally accepted accounting principles) for that year.

     (c)  Adjustments.  In the event that the Committee shall determine that any
dividend or other distribution in the form of Stock or property other than cash,
other   special,   large,   and   non-recurring   dividends  or   distributions,
recapitalization,    forward   or   reverse   split,   reorganization,   merger,
consolidation,  spin-off,  combination,  repurchase, or share exchange, or other
similar  corporate  transaction  or  event,  affects  the  Stock  such  that  an
adjustment is  appropriate  in order to prevent  dilution or  enlargement of the
rights of Participants  under the Plan, then the Committee shall, in such manner
as it may deem equitable, adjust any or all of (i) the number and kind of shares
of Stock  reserved and available for Awards under Section 4(a),  (ii) the number
and kind of shares of  outstanding  Restricted  Stock or  relating  to any other
outstanding  Award in connection  with which shares have been issued,  (iii) the
number and kind of shares  that may be issued in  respect  of other  outstanding
Awards,  (iv) the exercise price, grant price, or purchase price relating to any
Award (or, if deemed  appropriate,  the Committee may make  provision for a cash
payment with  respect to any  outstanding  Award),  and (v) the number of shares
with  respect  to which  Options,  SARs,  and other  Awards  may be granted to a
Participant in any calendar year, as set forth in Section 4(b). In addition, the
Committee is authorized to make  adjustments in the terms and conditions of, and
the criteria included in, Awards (including  Performance  Awards and performance
goals, and Annual Incentive Awards and any performance  goals relating  thereto)
in recognition of unusual or nonrecurring events (including, without limitation,
events  described  in the  preceding  sentence)  affecting  the  Company  or any
subsidiary or the financial  statements of the Company or any subsidiary,  or in
response to changes in applicable laws,  regulations,  or accounting principles.
The foregoing  notwithstanding,  no adjustments  shall be authorized  under this
Section 4(c) with respect to ISOs or SARs in tandem therewith to the extent that
such  authority  would  cause the Plan or such  Awards  to fail to  comply  with
Section 422 of the Code, and no such adjustment shall be authorized with respect
to Options,  SARs, Annual Incentive Awards, or other Awards subject to Section 8
to the extent that such authority would cause such Awards intended to qualify as
"qualified  performance-based  compensation"  under Section  162(m)(4)(C) of the
Code and regulations thereunder to fail to so qualify.

     5. Eligibility.  Executive  officers and other key employees of the Company
and its  subsidiaries  (including  any  director  of the  Company who is also an
executive  officer or key  employee),  and  consultants  to the  Company and its
subsidiaries and directors of any subsidiary (excluding any

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     director of the Company who would be eligible solely due to service as such
a consultant or subsidiary  director),  are eligible to be granted  Awards under
the Plan.  The foregoing  notwithstanding,  no member of the Committee  shall be
eligible to be granted Awards under the Plan.

     6. Specific Terms of Awards.

     (a) General. Awards may be granted on the terms and conditions set forth in
this  Section  6. In  addition,  the  Committee  may  impose on any Award or the
exercise thereof, at the date of grant or thereafter (subject to Section 10(e)),
such additional terms and conditions,  not  inconsistent  with the provisions of
the Plan, as the Committee shall determine, including terms requiring forfeiture
of  Awards  in  the  event  of  termination  of  employment  or  service  by the
Participant or upon the occurrence of other events. Except as expressly provided
by the Committee  (including for purposes of complying with  requirements of the
Nevada General Corporation Law relating to lawful  consideration for issuance of
shares), no consideration other than for services will be required for the grant
(but not the exercise) of any Award.

     (b) Options.  The Committee is authorized to grant Options to  Participants
(including "reload" options  automatically granted to offset specified exercises
of options) on the following terms and conditions:

     (i) Exercise Price. The exercise price per share of Stock purchasable under
an Option shall be determined by the Committee;  provided, however, that, except
as provided in Section 7(a), such exercise price shall be not less than the Fair
Market Value of a share on the date of grant of such Option.

     (ii) Time and Method of Exercise. The Committee shall determine the time or
times at which an Option may be  exercised  in whole or in part,  the methods by
which  such  exercise  price may be paid or deemed to be paid,  the form of such
payment,  including,  without  limitation,  cash, Stock,  other Awards or awards
granted under other Company plans, or other property  (including  notes or other
contractual  obligations of  Participants  to make payment on a deferred  basis,
such as through  "cashless  exercise"  arrangements,  to the extent permitted by
applicable  law),  and the methods by which Stock will be delivered or deemed to
be delivered to Participants.

     (iii) ISOs. The terms of any ISO granted under the Plan shall comply in all
respects  with the  provisions  of Section  422 of the Code,  including  but not
limited  to the  requirement  that no ISO shall be  granted  more than ten years
after the  effective  date of the  Plan.  Anything  in the Plan to the  contrary
notwithstanding,  no term of the Plan  relating  to ISOs  shall be  interpreted,
amended,  or altered,  nor shall any  discretion or authority  granted under the
Plan be exercised,  so as to disqualify either the Plan or any ISO under Section
422  of  the  Code,   unless   the   Participant   has  first   requested   such
disqualification.

     (c) Stock Appreciation Rights. The Committee is authorized to grant SARs to
Participants on

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the following terms and conditions:

     (i) Right to Payment.  An SAR shall confer on the Participant to whom it is
granted a right to receive,  upon exercise  thereof,  the excess of (A) the Fair
Market Value of one share of Stock on the date of exercise (or, if the Committee
shall so  determine  in the case of any such right  other than one related to an
ISO,  the Fair Market  Value of one share at any time during a specified  period
before or after the date of  exercise),  over (B) the grant  price of the SAR as
determined by the Committee as of the date of grant of the SAR, which, except as
provided in Section  7(a),  shall be not less than the Fair Market  Value of one
share of Stock on the date of grant.

     (ii) Other Terms.  The Committee shall determine the time or times at which
an SAR may be exercised in whole or in part,  the method of exercise,  method of
settlement,  form of consideration payable in settlement,  method by which Stock
will be delivered or deemed to be delivered to  Participants,  whether or not an
SAR shall be in tandem with any other Award,  and any other terms and conditions
of any SAR.  Limited SARs that may only be exercised  upon the  occurrence  of a
Change of Control  (as such term is defined  in  Section  10(b) or as  otherwise
defined by the Committee) may be granted on such terms,  not  inconsistent  with
this Section  6(c), as the  Committee  may  determine.  Such Limited SARs may be
either freestanding or in tandem with other Awards.

     (d) Restricted Stock. The Committee is authorized to grant Restricted Stock
to Participants on the following terms and conditions:

     (i) Grant and  Restrictions.  Restricted  Stock  shall be  subject  to such
restrictions on transferability and other restrictions, if any, as the Committee
may impose,  which  restrictions  may lapse separately or in combination at such
times,  under such  circumstances,  in such  installments,  or  otherwise as the
Committee may determine;  provided,  however, that Restricted Stock the grant of
which is not conditioned upon achievement of any performance  objective shall be
subject to a  restriction  on  transferability  and a risk of  forfeiture  for a
period of not less than three  years  after the date of grant  (except  that the
Committee  may  accelerate  the lapse of such  restrictions  in the event of the
Participant's  termination  of employment  or service due to death,  disability,
normal or approved early retirement,  or involuntary  termination by the Company
or a subsidiary  without  "cause," as defined by the  Committee).  Except to the
extent  restricted under the terms of the Plan and any Award Agreement  relating
to the Restricted Stock, a Participant  granted  Restricted Stock shall have all
of the rights of a stockholder including,  without limitation, the right to vote
Restricted Stock or the right to receive dividends thereon.

     (ii)  Forfeiture.  Except as otherwise  determined by the  Committee,  upon
termination of employment or service during the applicable  restriction  period,
Restricted Stock that is at that time subject to restrictions shall be forfeited
and  reacquired  by the  Company;  provided,  however,  that the  Committee  may
provide,  by rule or regulation or in any Award  Agreement,  or may determine in
any individual  case,  that  restrictions or forfeiture  conditions  relating to
Restricted Stock will be waived in whole or in part in the event of terminations
resulting from specified causes, except as otherwise

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provided in Section 6(d)(i).

     (iii)  Certificates for stock.  Restricted Stock granted under the Plan may
be evidenced in such manner as the Committee  shall  determine.  If certificates
representing  Restricted  Stock are  registered in the name of the  Participant,
such  certificates  shall bear an  appropriate  legend  referring  to the terms,
conditions,  and restrictions  applicable to such Restricted  Stock, the Company
shall retain physical  possession of the certificate,  and the Participant shall
have delivered a stock power to the Company,  endorsed in blank, relating to the
Restricted Stock.

     (iv) Dividends and Distributions.  Dividends paid on Restricted Stock shall
be either paid at the dividend payment date in cash or in shares of unrestricted
Stock having a Fair Market Value equal to the amount of such  dividends,  or the
payment of such dividends  shall be deferred  and/or the amount or value thereof
automatically  reinvested in additional Restricted Stock, other Awards, or other
investment vehicles,  as the Committee shall determine or permit the Participant
to elect.  Stock distributed in connection with a Stock split or Stock dividend,
and other property  distributed as a dividend,  shall be subject to restrictions
and a risk of forfeiture to the same extent as the Restricted Stock with respect
to which such Stock or other property is distributed.

     (e) Deferred Stock.  The Committee is authorized to grant Deferred Stock to
Participants, subject to the following terms and conditions:

     (i) Award and Restrictions. Issuance of Stock will occur upon expiration of
the deferral  period  specified for an Award of Deferred  Stock by the Committee
(or, if permitted by the Committee, as elected by the Participant). In addition,
Deferred  Stock  shall be  subject to such  restrictions  as the  Committee  may
impose,  if any, which  restrictions may lapse at the expiration of the deferral
period or at earlier specified times,  separately or in combination,  under such
circumstances,   in  such  installments,  or  otherwise  as  the  Committee  may
determine.

     (ii)  Forfeiture.  Except as otherwise  determined by the  Committee,  upon
termination of employment or service during the  applicable  deferral  period or
portion thereof to which  forfeiture  conditions apply (as provided in the Award
Agreement  evidencing  the Deferred  Stock),  all Deferred Stock that is at that
time subject to such risk of forfeiture shall be forfeited;  provided,  however,
that the Committee may provide, by rule or regulation or in any Award Agreement,
or may  determine  in any  individual  case,  that  restrictions  or  forfeiture
conditions  relating to Deferred Stock will be waived in whole or in part in the
event of terminations resulting from specified causes.

     (iii) Dividend Equivalents.  The Committee may provide that payments in the
form of dividend  equivalents  will be  credited  in respect of Deferred  Stock,
which amounts may be paid or  distributed  when accrued or deemed  reinvested in
additional Deferred Stock.

     (f) Bonus Stock and Awards in Lieu of Cash  Obligations.  The  Committee is
authorized to grant Stock as a bonus,  or to grant Stock or other Awards in lieu
of Company obligations to pay cash

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     under other plans or  compensatory  arrangements.  Stock or Awards  granted
hereunder  shall be subject to such other  terms as shall be  determined  by the
Committee.

     (g) Other  Stock-Based  Awards.  The  Committee is  authorized,  subject to
limitations  under  applicable law, to grant to  Participants  such other Awards
that may be  denominated  or payable in, valued in whole or in part by reference
to, or otherwise  based on, or related to, Stock and factors that may  influence
the  value of  Stock,  as  deemed by the  Committee  to be  consistent  with the
purposes of the Plan, including, without limitation, convertible or exchangeable
debt securities,  other rights convertible or exchangeable into Stock,  purchase
rights for Stock,  Awards with value and payment  contingent upon performance of
the Company or any other factors designated by the Committee,  and Awards valued
by  reference  to the book value of Stock or the value of  securities  of or the
performance of specified  subsidiaries.  The Committee shall determine the terms
and conditions of such Awards.  Stock issued  pursuant to an Award in the nature
of a purchase  right granted under this Section 6(g) shall be purchased for such
consideration,  paid for at such  times,  by such  methods,  and in such  forms,
including,  without limitation, cash, Stock, other Awards, or other property, as
the Committee shall  determine.  Cash awards,  as an element of or supplement to
any other Award under the Plan, may be granted pursuant to this Section 6(g).

7.       Certain Provisions Applicable to Awards.

     (a) Stand-alone,  Additional, Tandem, and Substitute Awards. Awards granted
under the Plan may, in the discretion of the Committee,  be granted either alone
or in addition  to, in tandem  with,  or in  substitution  for,  any other Award
granted under the Plan or any award granted under any other plan of the Company,
any  subsidiary,  or any  business  entity to be  acquired  by the  Company or a
subsidiary,  or any other right of a  Participant  to receive  payment  from the
Company or any subsidiary. Awards granted in addition to or in tandem with other
Awards or awards  may be  granted  either as of the same time as or a  different
time from the grant of such other Awards or awards. The per share exercise price
of any Option,  grant  price of any SAR,  or  purchase  price of any other Award
conferring a right to purchase Stock granted in substitution  for an outstanding
Award  or  award  may be  adjusted  to  reflect  the  in-the-money  value of the
surrendered Award or award.

     (b) Term of Awards.  The term of each Award shall be for such period as may
be determined by the Committee;  provided,  however,  that in no event shall the
term of any ISO or an SAR  granted  in tandem  therewith  exceed a period of ten
years from the date of its grant (or such  shorter  period as may be  applicable
under Section 422 of the Code).

     (c) Form of Payment Under Awards.  Subject to the terms of the Plan and any
applicable Award  Agreement,  payments to be made by the Company or a subsidiary
upon  the  grant  or  exercise  of an  Award  may be made in such  forms  as the
Committee shall determine,  including,  without  limitation,  cash, Stock, other
Awards, or other property,  and may be made in a single payment or transfer,  in
installments,  or on a  deferred  basis.  Such  payments  may  include,  without
limitation,  provisions  for the payment or crediting of reasonable  interest on
installment or deferred payments or the grant or

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     crediting of dividend  equivalents  in respect of  installment  or deferred
payments denominated in Stock.

(d)      Rule 16b-3 Compliance.

     (i) Six-Month Holding Period.  Unless a Participant could otherwise dispose
of equity securities (including  derivative  securities) acquired under the Plan
without  incurring  liability  under Section  16(b) of the Exchange Act,  equity
securities  acquired  under  the Plan  must be held for a period  of six  months
following the date of such  acquisition,  provided that this condition  shall be
satisfied  with respect to a derivative  security if at least six months  elapse
from  the  date  of  acquisition  of the  derivative  security  to the  date  of
disposition of the derivative  security (other than upon exercise or conversion)
or its underlying equity security.

     (ii)  Compliance  Generally.  With  respect  to a  Participant  who is then
subject to the  reporting  requirements  of Section 16(a) of the Exchange Act in
respect of the Company,  the Committee  shall implement  transactions  under the
Plan and administer the Plan in a manner that will ensure that each  transaction
by such a Participant  is exempt from  liability  under Rule 16b-3,  except that
this  provision  shall  not  limit  sales  by  such a  Participant,  and  such a
Participant  may  engage  in other  non-exempt  transactions  under  the Plan if
written notice is given to the  Participant  regarding the non-exempt  nature of
such  transaction.  The Committee  may  authorize the Company to repurchase  any
Award  or  shares  of Stock  resulting  from any  Award  in order to  prevent  a
Participant  who is subject to Section  16 of the  Exchange  Act from  incurring
liability under Section 16(b).  Unless  otherwise  specified by the Participant,
equity  securities or derivative  securities  acquired  under the Plan which are
disposed  of by a  Participant  shall be deemed to be  disposed  of in the order
acquired by the Participant.

     (e) Loan Provisions.  With the consent of the Committee, and subject at all
times to, and only to the  extent,  if any,  permitted  under and in  accordance
with,  laws  and  regulations  and  other  binding   obligations  or  provisions
applicable  to the Company,  the Company may make,  guarantee,  or arrange for a
loan or loans to a  Participant  with  respect to the  exercise of any Option or
other  payment  in  connection  with  any  Award,  including  the  payment  by a
Participant of any or all federal,  state, or local income or other taxes due in
connection with any Award. Subject to such limitations, the Committee shall have
full  authority  to  decide  whether  to make a loan or loans  hereunder  and to
determine the amount, terms, and provisions of any such loan or loans, including
the  interest  rate to be charged in respect of any such loan or loans,  whether
the loan or loans are to be with or without recourse  against the borrower,  the
terms on which the loan is to be repaid and conditions,  if any, under which the
loan or loans may be forgiven.

8.       Performance and Annual Incentive Awards.

     (a)  Performance  Conditions.  The right of a  Participant  to  exercise or
receive a grant or  settlement  of any  Award,  and the timing  thereof,  may be
subject to such performance conditions as

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     may be specified by the  Committee.  The  Committee  may use such  business
criteria  and  other  measures  of  performance  as it may deem  appropriate  in
establishing  any  performance  conditions,  and may exercise its  discretion to
reduce or increase the amounts  payable under any Award  subject to  performance
conditions, except as limited under Sections 8(b) and 8(c) hereof in the case of
a Performance  Award or Annual  Incentive  Award  intended to qualify under Code
Section 162(m).

     (b) Performance  Awards Granted to Designated  Employees.  If the Committee
determines  that a Performance  Award to be granted to an eligible person who is
designated by the  Committee as likely to be a "covered  employee" (as such term
is used in the  regulations  under  Section  162(m)) with respect to a specified
fiscal  year  (a  "Covered  Employee")  should  qualify  as   "performance-based
compensation" for purposes of Code Section 162(m), the grant,  exercise,  and/or
settlement of such  Performance  Award shall be contingent  upon  achievement of
preestablished performance goals and other terms set forth in this Section 8(b).

     (i) Performance Goals Generally. The performance goals for such Performance
Awards shall  consist of one or more business  criteria and a targeted  level or
levels of performance with respect to each of such criteria, as specified by the
Committee  consistent  with  this  Section  8(b).  Performance  goals  shall  be
objective and shall  otherwise meet the  requirements of Code Section 162(m) and
regulations  thereunder (including Regulation 1.162-27 and successor regulations
thereto),  including  the  requirement  that the level or levels of  performance
targeted by the Committee  result in the achievement of performance  goals being
"substantially  uncertain."  The Committee may determine  that such  Performance
Awards shall be granted,  exercised,  and/or settled upon achievement of any one
performance  goal or that two or more of the performance  goals must be achieved
as a condition to the grant,  exercise,  and/or  settlement of such  Performance
Awards.  Performance goals may differ for Performance  Awards granted to any one
Participant or to different Participants.

     (ii) Business Criteria.  One or more of the following business criteria for
the Company,  on a  consolidated  basis,  and/or for specified  subsidiaries  or
business  units of the Company  (except with  respect to the annual  earnings or
earnings per share and total stockholder return criteria),  shall be used by the
Committee in establishing  performance  goals for such Performance  Awards:  (1)
annual return on equity;  (2) annual  earnings per share;  (3) changes in annual
revenues;  (4)  operating  income;  (5) total  stockholder  return;  and/or  (6)
strategic  business  criteria,  consisting  of one or more  objectives  based on
meeting specified revenue,  market  penetration,  geographic  business expansion
goals,  cost targets,  and goals relating to acquisitions or  divestitures.  The
targeted level or levels of performance  with respect to such business  criteria
may be  established  at such  levels  and in such  terms  as the  Committee  may
determine, in its discretion, including in absolute terms, as a goal relative to
performance in prior periods, or as a goal compared to the performance of one or
more comparable companies or an index covering multiple companies.

     (iii)  Performance  Period;  Timing  for  Establishing  Performance  Goals.
Achievement of performance goals in respect of such Performance  Awards shall be
measured over a performance

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     period specified by the Committee.  Performance  goals shall be established
not later than 90 days after the beginning of any performance  period applicable
to  such  Performance  Awards,  or at such  other  date  as may be  required  or
permitted for  "performance-based  compensation" under Code Section 162(m). 

(iv) 
Settlement of Performance  Awards;  Other Terms.  Settlement of such Performance
Awards shall be in Stock, other Awards, or other property,  in the discretion of
the  Committee.  The Committee  may, in its  discretion,  reduce the amount of a
settlement  otherwise to be made in connection with such Performance Awards, but
may not exercise  discretion  to increase  any such amount  payable to a Covered
Employee in respect of a Performance  Award  subject to this Section  8(b).  The
Committee shall specify the circumstances in which such Performance Awards shall
be  paid  or  forfeited  in  the  event  of  termination  of  employment  by the
Participant or other event (including a Change of Control) prior to the end of a
performance period or settlement of Performance Awards.

     (c) Annual Incentive Awards Granted to Designated  Covered  Employees.  The
Committee may grant an Annual  Incentive Award under the Plan to a person who is
designated by the Committee as a Covered  Employee.  Such Annual Incentive Award
will be intended to qualify as "performance-based  compensation" for purposes of
Code Section 162(m), and therefore its grant, exercise,  and/or settlement shall
be contingent upon  achievement of  preestablished  performance  goals and other
terms set forth in this Section 8(c).

     (i) Grant of Annual  Incentive  Awards.  Not later than the end of the 90th
day of each fiscal  year,  or at such other date as may be required or permitted
in the case of Awards intended to be "performance-based compensation" under Code
Section 162(m),  the Committee  shall  determine the Covered  Employees who will
potentially  receive  Annual  Incentive  Awards,  and the amount(s)  potentially
payable  thereunder,  for that fiscal year.  The amount(s)  potentially  payable
shall be based upon the achievement of a performance  goal or goals based on one
or more of the  business  criteria set forth in Section  8(b)(ii)  hereof in the
given  performance  year,  as  specified by the  Committee.  The  Committee  may
designate an annual  incentive award pool as the means by which Annual Incentive
Awards will be  measured,  provided  that the  portion of such pool  potentially
payable to the  Covered  Employee  shall be  preestablished.  In all cases,  the
maximum  Annual  Incentive  Award of any  Participant  shall be  subject  to the
limitation set forth in Section 5 hereof.

     (ii) Payout of Annual Incentive Awards.  After the end of each fiscal year,
the Committee shall determine the amount,  if any, of the Annual Incentive Award
for that fiscal year  payable to each  Participant.  The  Committee  may, in its
discretion,  determine  that the amount  payable to any  Participant  as a final
Annual  Incentive Award shall be reduced from the amount of his or her potential
Annual  Incentive  Award,  including  a  determination  to make no  final  Award
whatsoever,  but may not exercise  discretion  to increase any such amount.  The
Committee  shall specify the  circumstances  in which an Annual  Incentive Award
shall be paid or  forfeited in the event of  termination  of  employment  by the
Participant or other event (including a Change of Control) prior to the end of a
fiscal year or settlement of such Annual Incentive Award.

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     (d)  Written  Determinations.  Determinations  by the  Committee  as to the
establishment of performance goals, the amount potentially payable in respect of
Performance  Awards and Annual Incentive Awards,  the achievement of performance
goals relating to Performance Awards and Annual Incentive Awards, and the amount
of any final  Performance  Award and Annual Incentive Award shall be recorded in
writing,  except in the case of Performance Awards not intended to qualify under
Section  162(m).  Specifically,  the Committee  shall  certify in writing,  in a
manner  conforming to applicable  regulations  under  Section  162(m),  prior to
settlement  of  each  such  Award  granted  to  a  Covered  Employee,  that  the
performance  objective relating to operating profits and other material terms of
the  Award  upon  which  settlement  of the  Award  was  conditioned  have  been
satisfied.  The Committee may not delegate any  responsibility  relating to such
Performance  Awards or Annual Incentive Awards,  and the Board shall not perform
such functions at any time that the Committee is composed  solely of members who
qualify as "outside directors" under the Section 162(m) regulations.

9.       Change of Control Provisions.

     (a) Effect of Change of Control.  In the event of a "Change of Control," as
defined in this Section, the following acceleration provisions shall apply:

     (i) any outstanding  Award carrying a right to exercise which Award was not
previously  exercisable and vested,  shall become fully  exercisable and vested,
subject only to the restrictions set forth in Sections 7(d)(i) and 10(a); and

     (ii) The restrictions,  deferral of settlement,  and forfeiture  conditions
applicable to any other outstanding Award, other than an Annual Incentive Award,
granted six months or more before the date of the Change of Control  shall lapse
and such Award shall be deemed fully  vested,  subject to the  restrictions  set
forth in Sections 7(d)(i) and 10(a).

     (b) Definition of Change of Control. For purposes of the Plan, a "Change of
Control" means a transaction or event in which,  after the effective date of the
Plan, (i) the Company shall merge or consolidate with any other  corporation and
shall not be the surviving  corporation;  (ii) the Company shall transfer all or
substantially  all of its assets to any other person;  or (iii) any person shall
have  become  the  beneficial  owner  of more  than 50% of the  voting  power of
outstanding voting securities of the Company.

10.      General Provisions.

     (a)  Compliance  with  Laws  and  Obligations.  The  Company  shall  not be
obligated  to issue or deliver  Stock in  connection  with any Award or take any
other  action  under  the  Plan in a  transaction  subject  to the  registration
requirements of the Securities Act of 1933, as amended,  or any other federal or
state securities law, any requirement  under any listing  agreement  between the
Company and any national  securities  exchange or automated quotation system, or
any other law, regulation,

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     or  contractual  obligation of the Company,  until the Company is satisfied
that such laws,  regulations,  and other  obligations  of the Company  have been
complied with in full.  Certificates  representing  shares of Stock issued under
the Plan will be subject to such stop-transfer  orders and other restrictions as
may be applicable  under such laws,  regulations,  and other  obligations of the
Company, including any requirement that a legend or legends be placed thereon.

     (b) Limitations on Transferability.  Awards and other rights under the Plan
will not be transferable by a Participant  except by will or the laws of descent
and  distribution  (or  to  a  designated   Beneficiary  in  the  event  of  the
Participant's  death),  and, if  exercisable,  shall be  exercisable  during the
lifetime of a  Participant  only by such  Participant  or his  guardian or legal
representative; provided, however, that such Awards and other rights (other than
ISOs and SARs in tandem therewith) may be transferred during the lifetime of the
Participant, for purposes of the Participant's estate planning or other purposes
consistent with the purposes of the Plan (as determined by the  Committee),  and
may be exercised by such transferees in accordance with the terms of such Award,
but only if and to the extent then consistent with the registration of the offer
and sale of Stock on Form S-8 or Form S-3 or such other registration form of the
Securities  and  Exchange  Commission  as may then be filed and  effective  with
respect to the Plan,  and  permitted by the  Committee.  Awards and other rights
under  the  Plan  may not be  pledged,  mortgaged,  hypothecated,  or  otherwise
encumbered, and shall not be subject to the claims of creditors.

     (c) No Right to Continued Employment;  Leaves of Absence.  Neither the Plan
nor any action  taken  hereunder  shall be  construed  as giving  any  employee,
consultant, subsidiary director, or other person the right to be retained in the
employ  or  service  of the  Company  or any of its  subsidiaries,  nor shall it
interfere in any way with the right of the Company or any of its subsidiaries to
terminate any  persons's  employment  or service at any time.  Unless  otherwise
specified in the applicable Award Agreement,  an approved leave of absence shall
not be  considered a  termination  of  employment  or service for purposes of an
Award under the Plan.

     (d) Taxes.  The Company and any  subsidiary  is authorized to withhold from
any Award granted or to be settled,  any delivery of Stock in connection with an
Award,  any other payment  relating to an Award, or any payroll or other payment
to a  Participant  amounts of  withholding  and other  taxes due or  potentially
payable in connection with any transaction  involving an Award, and to take such
other  action as the  Committee  may deem  advisable  to enable the  Company and
Participants  to satisfy  obligations  for the payment of withholding  taxes and
other tax  obligations  relating  to any Award.  This  authority  shall  include
authority  to  withhold  or  receive  Stock or other  property  and to make cash
payments in respect thereof in satisfaction of a Participant's tax obligations.

     (e) Changes to the Plan and Awards.  The Board may amend,  alter,  suspend,
discontinue,  or terminate the Plan or the Committee's authority to grant Awards
under the Plan without the consent of stockholders or Participants,  except that
any  amendment or  alteration  shall be subject to the approval of the Company's
stockholders at or before the next annual meeting of stockholders  for which the
record date is after the date of such Board action if such stockholder  approval
is required

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     by any  federal  or state  law or  regulation  or the  rules  of any  stock
exchange or automated  quotation system on which the Stock may then be listed or
quoted,  and the Board may  otherwise,  in its  discretion,  determine to submit
other such  amendments or alterations to  stockholders  for approval;  provided,
however,  that, without the consent of an affected  Participant,  no such action
may materially impair the rights of such Participant under any Award theretofore
granted to him. The  Committee  may waive any  conditions  or rights  under,  or
amend, alter, suspend,  discontinue, or terminate, any Award theretofore granted
and any Award Agreement relating thereto;  provided,  however, that, without the
consent of an affected  Participant,  no such action may  materially  impair the
rights of such Participant under such Award.

     (f) No Rights to Awards;  No  Stockholder  Rights.  No Participant or other
person shall have any claim to be granted any Award under the Plan, and there is
no  obligation  for  uniformity  of  treatments  of   Participants,   employees,
consultants,  or subsidiary directors.  No Award shall confer on any Participant
any of the rights of a stockholder of the Company unless and until Stock is duly
issued or transferred  and delivered to the  Participant in accordance  with the
terms of the Award or, in the case of an Option, the Option is duly exercised.

     (g) Unfunded Status of Awards;  Creation of Trusts. The Plan is intended to
constitute an "unfunded"  plan for  incentive  and deferred  compensation.  With
respect to any  payments  not yet made to a  Participant  pursuant  to an Award,
nothing  contained in the Plan or any Award shall give any such  Participant any
rights  that are  greater  than  those of a  general  creditor  of the  Company;
provided,  however,  that the  Committee may authorize the creation of trusts or
make other  arrangements  to meet the  Company's  obligations  under the Plan to
deliver cash,  Stock,  other Awards,  or other  property  pursuant to any Award,
which  trusts or other  arrangements  shall be  consistent  with the  "unfunded"
status of the Plan unless the Committee otherwise determines with the consent of
each affected Participant.

     (h)  Nonexclusivity  of the Plan.  Neither the  adoption of the Plan by the
Board nor its submission 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  compensatory  arrangements as it may deem desirable,  including,  without
limitation,  the  granting  of awards  otherwise  than under the Plan,  and such
arrangements may be either applicable generally or only in specific cases.

     (i) No Fractional  Shares. No fractional shares of Stock shall be issued or
delivered  pursuant  to the Plan or any Award.  The  Committee  shall  determine
whether cash, other Awards, or other property shall be issued or paid in lieu of
such fractional  shares or whether such fractional  shares or any rights thereto
shall be forfeited or otherwise eliminated.

     (j) Compliance  with Code Section  162(m).  It is the intent of the Company
that Options,  SARs, and other Awards  designated as Awards to Covered Employees
subject to Section 8 shall constitute "qualified performance-based compensation"
within the meaning of Code Section 162(m) and regulations  thereunder (including
Proposed Regulation 1.162-27). Accordingly, the terms of

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     Sections 8(b), (c), and (d),  including the definitions of Covered Employee
and other terms used therein,  shall be interpreted in a manner  consistent with
Code Section 162(m) and regulations thereunder.  The foregoing  notwithstanding,
because  the  Committee  cannot   determine  with  certainty   whether  a  given
Participant  will be a Covered  Employee  with respect to a fiscal year that has
not yet been completed, the term Covered Employee as used herein shall mean only
a person designated by the Committee, at the time of grant of Performance Awards
or an Annual Incentive Award, as likely to be a Covered Employee with respect to
a specified fiscal year. If any provision of the Plan or any agreement  relating
to a Performance  Award or Annual Incentive Award that is designated as intended
to comply with Code Section 162(m) does not comply or is  inconsistent  with the
requirements  of Code Section 162(m) or regulations  thereunder,  such provision
shall be construed or deemed amended to the extent  necessary to conform to such
requirements,  and no provision  shall be deemed to confer upon the Committee or
any other person  discretion  to increase the amount of  compensation  otherwise
payable in  connection  with any such Award upon  attainment  of the  applicable
performance objectives.

     (k) Governing Law. The validity,  construction, and effect of the Plan, any
rules and regulations under the Plan, and any Award Agreement will be determined
in accordance with the Nevada General  Corporation Law and other laws (including
those  governing  contracts)  of the State of Nevada,  without  giving effect to
principles of conflicts of laws, and applicable federal law.

     (l) Effective Date,  Stockholder Approval,  and Plan Termination.  The Plan
became effective May 16, 1995, upon its approval by stockholders of the Company.
The 1998 amendment and  restatement of the Plan shall be subject to the approval
of the  stockholders of the Company by the vote required by Section  78.320.1(b)
of the Nevada  Revised  Statutes  at the 1998  Annual  Meeting of  Stockholders.
Unless  earlier  terminated by action of the Board of  Directors,  the Plan will
remain in effect  until such time as no Stock  remains  available  for  delivery
under the Plan and the Company has no further  rights or  obligations  under the
Plan with respect to outstanding Awards under the Plan.




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