EXHIBIT 10.6

                          SIERRA HEALTH SERVICES, INC.

                         1995 LONG-TERM INCENTIVE PLAN,

                   As Amended and Restated as of May 12, 1998;
               As amended December 9, 1999, May 18, 2000, and June 13, 2000

         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,  directors of subsidiaries, and certain other service providers to
the  Company  and its  subsidiaries  and  affiliates,  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.

         (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) "Reserved  Award" means an Award granted to a Participant  eligible
to receive  such an Award under  Section 5. A Reserved  Award may relate only to
the shares of Stock  designated  for Reserved  Awards under Section 4(a) and may
not be an ISO.

         (k) "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.

         (l) "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:

     (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  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.


<PAGE>


     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 (i) Awards  other than  Reserved
Awards  shall be 4,423,150  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) and (ii) Reserved Awards shall be 1,800,000  (subject
to Section 11(k)). 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;
and  provided  further,  that shares  relating  to a Reserved  Award will become
available again only for Reserved Awards. 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).  Shares of
Stock issued  pursuant to an Award other than a Reserved  Award shall consist of
authorized and unissued  shares for up to 3,150,000  shares and shall consist of
treasury  shares  or  shares  acquired  in the  market  for the  account  of the
Participant for up to 1,273,150 shares (which treasury shares or acquired shares
will be deemed to have been  "issued"  pursuant to such Award).  Shares of Stock
issued  pursuant to a Reserved  Award shall consist of  authorized  and unissued
shares. Each Award granted on or after December 9, 1999 to a person other than a
director  or officer  shall be deemed,  to the  fullest  extent  practicable,  a
Reserved Award, unless otherwise specified by the Committee. For purposes of the
preceding  sentence  and the second  sentence  of Section 5, the term  "officer"
means an "officer" as such term is defined in Section  312.04(g) of the New York
Stock Exchange's Listed Company Manual as in effect at May 18, 2000. The General
Counsel may determine  whether shares issued  pursuant to particular  Awards are
authorized and unissued,  treasury,  or acquired  shares,  consistent  with this
Section 4(a) and the applicable  provisions of Section 312.03 and 312.04 of such
Listed Company Manual as in effect at May 18, 2000.

         (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 200,000 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.


<PAGE>


(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 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.
Employees of the Company and its  affiliates,  directors of  subsidiaries of the
Company,  and  consultants  and others who provide  substantial  services to the
Company and its affiliates are eligible to be granted  Reserved Awards under the
Plan,  provided that no person who is a director,  officer, or owner of 5% of an
outstanding  class of equity  securities  of the Company shall be eligible to be
granted a Reserved  Award under the Plan.  For  purposes  of the Plan,  a person
provides "substantial services" if such services are approximately equivalent to
the services that would be performed by full-time  employee of the Company or an
affiliate  (determined  at the  time  of  grant  of any  Award).  The  foregoing
notwithstanding,  no member of the  Committee  shall be  eligible  to be granted
Awards under the Plan.


<PAGE>


         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
11(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.  ISOs only may be  granted  in  respect  of Awards  other than
Reserved Awards, and then only to the extent authorized but unissued shares
(and not treasury or reacquired shares) are then available for the grant of such
Awards. 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 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  11(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 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  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  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 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 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  or  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 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.

         (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.  Unless  otherwise  specified  by the
Committee in any Award agreement  (subject to Section 11(e)),  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 11(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 11(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.      Additional Award Forfeiture Provisions

         (a)  Forfeiture  of Options and Other  Awards and Gains  Realized  Upon
Prior Option  Exercises.  Unless  otherwise  determined by the  Committee,  each
Reserved  Award granted  hereunder,  and each other Award if so specified by the
Committee,  shall be subject to the following additional forfeiture  conditions,
to which each  Participant  who accepts such an Award  hereunder shall agree. If
any of the events specified in Section 10(b)(i),  (ii), or (iii) occurs,  all of
the following forfeitures will result:

         (i)      The unexercised portion of the Option,  whether or not vested,
                  and any other Award not then settled (except for an Award that
                  has not been settled solely due to an elective deferral by the
                  Participant) will be immediately  forfeited and cancelled upon
                  the occurrence of such event; and

     (ii) The  Participant  will be obligated to repay to the Company,  in cash,
within five  business  days after demand is made  therefor by the  Company,  the
total  amount  of  After-Tax   Option  Gain  (as  defined  herein)  realized  by
Participant  upon each  exercise of an Option that  occurred on or after (A) the
date that is six months  prior to the  occurrence  of such event,  if such event
occurred while  Participant was employed by the Company or a subsidiary,  or (B)
the date that is six months prior to the date  Participant's  employment  by the
Company or a subsidiary  terminated,  if the event  occurred  after  Participant
ceased to be so employed.  For  purposes of this  Section,  the term  "After-Tax
Option  Gain" in respect of a given  exercise  shall mean the product of (X) the
Fair  Market  Value  per  share of Stock at the date of such  exercise  (without
regard  to any  subsequent  change  in the  market  price of  shares)  minus the
exercise  price  times (Y) the  number of  shares  as to which  the  Option  was
exercised  at that date,  such  product to be reduced by the amount of  federal,
state,  and local income taxes (not  including  FICA taxes)  payable or actually
paid by Participant or payable as a result of such exercise.

         (b) Events Triggering Forfeiture.  The forfeitures specified in Section
10(a) will be triggered upon the  occurrence of any one of the following  events
at any time during  Participant's  employment  by the Company or a subsidiary or
during the one-year  period  following  termination of such  employment (but not
later than 18 months after the Award terminates or, in the case of an Option, is
fully exercised):

     (i) Participant, acting alone or with others, directly or indirectly, prior
to a Change in  Control,  (A)  engages  (either as  employee,  employer,  owner,
investor,  partner,  stockholder,  consultant,  advisor,  or  director)  in  any
business in Nevada, Arizona,  California, or Texas, or in any other state of the
United  States  in which the  Company  conducts  business  at the date the event
occurs,  which is directly in competition  with a business then conducted by the
Company or a subsidiary;  (B) induces any customer or supplier of the Company or
a subsidiary with whom Participant has had contacts or  relationships,  directly
or indirectly, during and within the scope of his employment with the Company or
any subsidiary, to curtail, cancel, not renew, or not continue his or her or its
business  with the Company or any  subsidiary;  or (C)  induces,  or attempts to
influence, any employee of or service provider to the Company or a subsidiary to
terminate such employment or service;

         (ii)     Participant  discloses,  uses, sells, or otherwise  transfers,
                  except in the course of  employment  with or other  service to
                  the Company or any subsidiary,  any proprietary information of
                  the Company or any subsidiary so long as such  information has
                  not otherwise been disclosed to the public or is not otherwise
                  in the public domain, except as required by law or pursuant to
                  legal process; or

         (iii)    Participant  fails  to  cooperate  with  the  Company  or  any
                  subsidiary by making  himself or herself  available to testify
                  on behalf of the  Company or such  subsidiary  in any  action,
                  suit, or proceeding, whether civil, criminal,  administrative,
                  or investigative,  or otherwise fails to assist the Company or
                  any  subsidiary  in any such action,  suit,  or  proceeding by
                  providing  information and meeting and consulting with members
                  of management of, other representatives of, or counsel to, the
                  Company or such subsidiary, as reasonably requested.

         (c)  Agreement  Does Not  Prohibit  Competition  or  Other  Participant
Activities.  The  conditions  set  forth in this  Section  10 and  Participant's
agreement  thereto do not prohibit  Participant  from  engaging in any activity,
including but not limited to competition with the Company and its  subsidiaries.
Rather,  the  non-occurrence of events set forth in Section 10(b) is a condition
to Participant's  right to realize and retain value from his or her compensatory
Options  and  Awards,  and the only  consequence  if  Participant  engages in an
activity  giving rise to any such event,  which events and activities are hereby
acknowledged to be harmful to the Company, are the forfeitures specified herein.
The  Company  and  Participant  shall  not be  precluded  by this  provision  or
otherwise from entering into other  agreements  concerning the subject matter of
Section 10(a) and 10(b).

         (d)  Right  of  Setoff.  Participant  agrees  that the  Company  or any
subsidiary  may, to the extent  permitted by applicable law, deduct from and set
off against any amounts the Company or a subsidiary may owe to Participant  from
time to time,  including  amounts  owed as wages or other  compensation,  fringe
benefits,  or other amounts owed to Participant,  such amounts as may be owed by
Participant  to the Company  under Section  10(a),  although  Participant  shall
remain liable for any part of  Participant's  payment  obligation  under Section
10(a) not satisfied through such deduction and setoff.

         (e) Committee Discretion.  The Committee may, in its discretion,  waive
in whole or in part the Company's right to forfeiture under this Section, but no
such waiver shall be effective  unless  evidenced by a writing  signed by a duly
authorized  officer  of the  Company.  In  addition,  the  Committee  may impose
additional  conditions on Awards, by inclusion of appropriate  provisions in the
agreement evidencing any such Award.

         11.      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,  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  person'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 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
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) Merger of 1998 Stock  Incentive Plan.  Effective  December 9, 1999,
the Company's 1998 Stock Incentive Plan (the "SIP") is merged with and into this
Plan.  Each  outstanding  Award  under the SIP shall be deemed a Reserved  Award
under this Plan,  subject to terms and conditions  identical to those applicable
to such awards under the SIP immediately  prior to the merger of the SIP and the
Plan. The 400,000 shares reserved under the SIP have been included in the shares
available  for  Reserved  Awards  under  the Plan.  The  terms of all  currently
outstanding  awards under this Plan likewise shall not be changed as a result of
the merger. The foregoing  notwithstanding,  the Committee retains discretion to
modify  the  terms and  conditions  of any  outstanding  Award,  subject  to the
applicable requirements of the Plan.

         (l) 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.

         (m) Effective Date,  Stockholder  Approval,  and Plan Termination.  The
Plan became  effective May 16, 1995,  upon its approval by  stockholders  of the
Company, and was amended and restated,  with the approval of stockholders of the
Company,  on May 12, 1998.  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.