EXHIBIT 10.1

                                 SKYFRAMES, INC.

                           2003 CONSULTANT STOCK PLAN


                                 PURPOSE OF PLAN

         WHEREAS,  the purpose of this 2003 Consultant  Stock Plan is to advance
the  interests  of the  Company by  helping  the  Company  obtain and retain the
services  of  persons  providing   consulting   services  upon  whose  judgment,
initiative,  efforts and/or services the Company is substantially  dependent, by
offering to or providing those persons with incentives or inducements  affording
such persons an opportunity to become owners of capital stock of the Company.

                          TERMS AND CONDITIONS OF PLAN

         1.       DEFINITIONS.

                  Set forth below are definitions of capitalized  terms that are
generally used throughout this Plan, or references to provisions containing such
definitions  (capitalized terms whose use is limited to specific  provisions are
not referenced in this Section):

                  (a) AFFILIATE - The term  "Affiliate" is defined as any person
controlling the Company, controlled by the Company, or under common control with
the Company.

                  (b) AWARD - The term  "Award" is  collectively  and  severally
defined as any Award Shares granted under this Plan.

                  (c) AWARD  SHARES - The term  "Award  Shares"  is  defined  as
shares of Common Stock granted by the Plan Committee in accordance  with SECTION
6 of this Plan.

                  (d)  BOARD - The  term  "Board"  is  defined  as the  Board of
Directors of the Company, as such body may be reconstituted from time to time.

                  (e) COMMON STOCK - The term  "Common  Stock" is defined as the
Company's common stock, no par value.

                  (f)  COMPANY - The term  "Company"  is defined  as  Skyframes,
Inc., a Utah corporation.

                  (g) DISPOSED - The term  "Disposed" (or the  equivalent  terms
"Disposition" or "Dispose") is defined as any transfer or alienation of an Award
which would  directly or  indirectly  change the legal or  beneficial  ownership
thereof,  whether  voluntary  or by  operation  of law,  or with or without  the
payment or  provision  of  consideration,  including,  by way of example and not
limitation:  (i) the sale,  assignment,  bequest or gift of the Award;  (ii) any
transaction  that  creates or grants a right to obtain an interest in the Award;
(iii)  any  transaction  that  creates  a form of joint  ownership  in the Award


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between the Recipient and one or more other Persons; (iv) any Disposition of the
Award to a creditor of the Recipient,  including the hypothecation,  encumbrance
or pledge of the Award or any interest therein,  or the attachment or imposition
of a lien by a creditor of the  Recipient of the Award or any  interest  therein
which is not released within thirty (30) days after the imposition thereof;  (v)
any  distribution  by a  Recipient  which  is an  entity  to  its  stockholders,
partners,  co-venturers or members, as the case may be, or (vi) any distribution
by a  Recipient  which is a  fiduciary  such as a trustee  or  custodian  to its
settlors or beneficiaries.

                  (h) ELIGIBLE  PERSON - The term  "Eligible  Person"  means any
Person who, at a particular time, is a consultant to the Company or an Affiliate
who  provides  bona fide  consulting  services to the Company or the  Affiliate,
PROVIDED, HOWEVER, no Award hereunder may be granted to any Person in connection
with the  provision  of any  services  incident  to the  raising  of  capital or
promotion or maintenance of a market for the Company's securities.

                  (i) FAIR MARKET VALUE - The term "Fair Market Value" means the
fair market value as of the applicable  valuation  date of the Award Shares,  or
other shares of Common Stock, as the case may be (the "SUBJECT  SHARES"),  to be
valued as determined by the Plan Committee in its good faith judgment, but in no
event  shall the Fair  Market  Value be less  than the par value of the  Subject
Shares.

                  (j)  ISSUED  SHARES - The term  "Issued  Shares" is defined as
shares of Common Stock issued pursuant to the terms of this Plan.

                  (k) PERSON - The term  "Person"  is defined,  in its  broadest
sense, as any individual, entity or fiduciary such as, by way of example and not
limitation,  individual or natural persons, corporations,  partnerships (limited
or     general),     joint-ventures,     associations,     limited     liability
companies/partnerships, or fiduciary arrangements, such as trusts.

                  (l) PLAN - The term "Plan" is defined as this 2003  Consultant
Stock Plan.

                  (m) PLAN  COMMITTEE - The term "Plan  Committee" is defined as
that  Committee  appointed by the Board to administer and interpret this Plan as
more particularly  described in SECTION 3 of the Plan; PROVIDED,  HOWEVER,  that
the term Plan  Committee  will refer to the Board  during  such times as no Plan
Committee is appointed by the Board.

                  (o)  RESTRICTED  SHARES  - The  term  "Restricted  Shares"  is
defined as Award Shares that are subject to  restrictions  as more  particularly
set forth in SECTION 6 of this Plan.

                  (p)  RECIPIENT  - The  term  "Recipient"  is  defined  as  any
Eligible Person who, at a particular time, receives the grant of an Award.

                  (q) SECURITIES ACT - The term  "Securities  Act" is defined as
the  Securities  Act of 1933, as amended  (references  herein to Sections of the
Securities  Act are  intended  to refer to  Sections  of the  Securities  Act as
enacted  at the  time  of  the  adoption  of  this  Plan  by  the  Board  and as
subsequently  amended, or to any substantially  similar successor  provisions of
the Securities Act resulting from recodification, renumbering or otherwise).

         2.       TERM OF PLAN.

                  This Plan shall be  effective as of such time and date as this
Plan is  adopted  by the  Board,  and this  Plan  shall  terminate  on the first


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business day prior to the ten (10) year anniversary of the date this Plan became
effective.  All Awards granted pursuant to this Plan prior to the effective date
of this Plan shall not be affected by the termination of this Plan and all other
provisions  of  this  Plan  shall  remain  in  effect  until  the  terms  of all
outstanding  Awards have been  satisfied or terminated  in accordance  with this
Plan and the terms of such Awards.

         3.       PLAN ADMINISTRATION.

                  (a) PLAN COMMITTEE.

                           (i) The Plan shall be administered and interpreted by
a  committee  consisting  of two (2) or more  members  of the  Board;  PROVIDED,
HOWEVER,  no member of the Board who may serve as a member of the Plan Committee
if such person serves or served as a member of the plan  committee  with respect
to any plan (other than this Plan) of the Company or its  Affiliates  which plan
was or is established to comply with the  provisions of Rule  16b-3(c)(2)(i)  to
the  Securities  and Exchange Act of 1934, as amended  (i.e.,  pertaining to the
establishment  of  so-called  "Section  16b-3  Plans"),  and,  by reason of such
person's  proposed service as a member of the Plan Committee,  such person would
not be considered a "disinterested"  person within the meaning of said Rule with
respect to such other plan.

                           (ii) Members of the Plan  Committee may resign at any
time by delivering written notice to the Board.
Vacancies in the Plan Committee shall be filled by the Board. The Plan Committee
shall act by a majority of its  members in office.  The Plan  Committee  may act
either by vote at a  meeting  or by a  memorandum  or other  written  instrument
signed by a majority of the Plan Committee.

                           (iii)  If the  Board,  in its  discretion,  does  not
appoint a Plan Committee, the Board itself will
administer  and  interpret  the Plan and take  such  other  actions  as the Plan
Committee is authorized to take hereunder; provided that the Board may take such
actions  hereunder in the same manner as the Board may take other  actions under
the Certificate of Incorporation and bylaws of the Company generally.

                  (b)  ELIGIBILITY OF PLAN COMMITTEE  MEMBERS TO RECEIVE AWARDS.
While  serving on the Plan  Committee,  such  members  shall not be eligible for
selection as Eligible Persons to whom an Award may be granted under the Plan.

                  (c) POWER TO MAKE AWARDS.  The Plan  Committee  shall have the
full  and  final  authority  in its  sole  discretion,  at  any  time  and  from
time-to-time, subject only to the express terms, conditions and other provisions
of the  Certificate  of  Incorporation  of the  Company  and this Plan,  and the
specific limitations on such discretion set forth herein, to:

                           (i)  Designate  the  Eligible  Persons  or classes of
         Eligible  Persons  eligible to receive  Awards from among the  Eligible
         Persons;

                           (ii) Grant Awards to such selected  Eligible  Persons
         or classes of Eligible  Persons in such form and amount (subject to the
         terms of the Plan) as the Plan Committee shall determine;

                           (iii)  Impose  such  limitations,   restrictions  and
         conditions upon any Award as the Plan Committee shall deem  appropriate
         and necessary;

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                           (iv)  Interpret  the Plan,  adopt,  amend and rescind
         rules  and  regulations  relating  to the  Plan,  and  make  all  other
         determinations and take all other action necessary or advisable for the
         implementation and administration of the Plan; and

                           (v) Delegate all or a portion of its authority  under
         subsections  (i)  through  (iii)  of this  SECTION  3(c) to one or more
         directors  of the Company who are  executive  officers of the  Company,
         subject to such  restrictions  and  limitations  (such as the aggregate
         number  of  shares of Common  Stock  that may be  awarded)  as the Plan
         Committee may decide to impose on such delegate directors.

                  In determining the recipient,  form and amount of Awards,  the
Plan  Committee  shall  consider  any factors  deemed  relevant,  including  the
individual's functions,  responsibilities,  value of services to the Company and
past and  potential  contributions  to the  Company's  profitability  and  sound
growth.

                  (d)  INTERPRETATION  OF PLAN. The Plan Committee shall, in its
sole and absolute discretion,  interpret and determine the effect of all matters
and questions relating to this Plan. The  interpretations  and determinations of
the Plan Committee under the Plan (including without  limitation  determinations
pertaining to the eligibility of Persons to receive Awards, the form, amount and
timing of Awards,  the  methods of payment  for  Awards,  the  restrictions  and
conditions placed upon Awards,  and the other terms and provisions of Awards and
the  certificates or agreements  evidencing same) need not be uniform and may be
made by the  Plan  Committee  selectively  among  Persons  who  receive,  or are
eligible  to receive,  Awards  under the Plan,  whether or not such  Persons are
similarly situated. All actions taken and all interpretations and determinations
made  under  this Plan in good  faith by the Plan  Committee  shall be final and
binding upon the Recipient,  the Company,  and all other interested  Persons. No
member of the Plan Committee shall be personally  liable for any action taken or
decision made in good faith  relating to this Plan,  and all members of the Plan
Committee  shall  be fully  protected  and  indemnified  to the  fullest  extent
permitted  under  applicable  law by the Company in respect to any such  action,
determination, or interpretation.

                  (e)  COMPENSATION;  ADVISORS.  Members  of the Plan  Committee
shall  receive  such  compensation  for  their  services  as  members  as may be
determined by the Board. All expenses and liabilities incurred by members of the
Plan Committee in connection with the  administration of the Plan shall be borne
by the Company.  The Plan Committee may, with the approval of the Board,  employ
attorneys, consultants,  accountants,  appraisers, brokers, or other Persons, at
the cost of the Company.  The Plan  Committee,  the Company and its officers and
directors shall be entitled to rely upon the advice,  opinions, or valuations of
any such Persons.

         4.       STOCK POOL.

                  (a) MAXIMUM NUMBER OF SHARES  AUTHORIZED UNDER PLAN. Shares of
stock  which may be issued or  granted  under the Plan shall be  authorized  and
unissued or treasury  shares of Common Stock.  The aggregate  maximum  number of
shares of Common  Stock which may be issued as a grant of Award Shares shall not
exceed 1,000,000 shares of Common Stock (the "STOCK POOL");  PROVIDED,  however,
that such number shall be increased by the following:

                           (i)  Any  shares  of  Common  Stock   tendered  by  a
         Recipient as payment for Award Shares;

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                           (ii) Any rights to shares of Common Stock surrendered
         by a Recipient as payment for Award Shares; and

                           (iii) Any  Restricted  Shares  which are  granted  as
         Award Shares, and are subsequently forfeited by the holders thereof.

                  (b) CALCULATING  SHARES AVAILABLE FOR AWARDS.  For purposes of
calculating the maximum number of shares of Common Stock in the Stock Pool which
may be  issued  under the Plan,  when  Award  Shares  are  granted  and the Plan
Committee  elects to require payment with respect to such grant, and when shares
of  Common  Stock  are used as full or  partial  payment  for the  grant of such
shares,  only the net shares issued  (including the shares, if any, withheld for
tax withholding requirements) shall be counted.

                  (c) DATE OF AWARD. The date an Award is granted shall mean the
date  selected by the Plan  Committee  as of which the Plan  Committee  allots a
specific  number of shares to a Recipient with respect to such Award pursuant to
the Plan.

         5.       AWARD SHARES.

                  (a)  GRANT.  The Plan  Committee  may from  time to time,  and
subject to the provisions of the Plan and such other terms and conditions as the
Plan Committee may prescribe, grant to any Eligible Person one or more shares of
Common Stock ("AWARD SHARES") allotted by the Plan Committee. The grant of Award
Shares or grant of the right to  receive  Award  Shares  shall be  evidenced  by
either a written consulting agreement or a separate written agreement confirming
such grant,  executed by the  Company and the  Recipient,  stating the number of
Award Shares granted and stating all terms and conditions of such grant.

                  (b) PURCHASE PRICE AND MANNER OF PAYMENT.  The Plan Committee,
in its  sole  discretion,  may  grant  Award  Shares  in  any  of the  following
instances:

                           (i) as a "bonus" or "reward" for services  previously
         rendered  and  compensated,  in which case the  recipient  of the Award
         Shares  shall not be required to pay any  consideration  for such Award
         Shares,  and the value of such Award  Shares  shall be the Fair  Market
         Value of such Award Shares on the date of grant;

                           (ii) as "compensation"  for the previous  performance
         or future performance of services or attainment of goals, in which case
         the  recipient  of the Award  Shares  shall not be  required to pay any
         consideration  for such Award Shares (other than the performance of his
         services),  and the value of such Award Shares received  (together with
         the value of such  services  or  attainment  of goals  attained  by the
         Recipient),  may not be less than eighty-five percent (85%) of the Fair
         Market Value of such Award Shares on the date of grant; or

                           (iii) in consideration  for the payment of a purchase
         price  for such  Award  Shares  in an  amount  established  by the Plan
         Committee,  which  purchase  price  may  not be less  than  eighty-five
         percent  (85%) of the Fair Market  Value of such Award Shares as of the
         date of grant of such purchase right.

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         6.       RESTRICTED SHARES.

                  (a) VESTING  CONDITIONS;  FORFEITURE OF UNVESTED  SHARES.  The
Plan Committee may subject or condition the grant of Issued Shares  (hereinafter
referred  to as  "RESTRICTED  SHARES")  to such  vesting  conditions  based upon
continued  provision of services or attainment of goals subsequent to such grant
of Restricted  Shares as the Plan Committee,  in its sole  discretion,  may deem
appropriate.   In  the  event  the  Recipient  does  not  satisfy  such  vesting
conditions, the Company may require the Recipient,  subject to the payment terms
of SECTION  6(B),  to forfeit  such  unvested  Restricted  Shares.  All  vesting
conditions  imposed on the grant of Restricted  Shares,  including payment terms
complying with SECTION 6(B),  shall be set forth in either a written  consulting
agreement or a separate  written  restricted  stock  agreement,  executed by the
Company and the Recipient on or before the time of the grant of such  Restricted
Shares,  stating the number of said Restricted Shares subject to such conditions
and further  specifying  the vesting  conditions.  If no vesting  conditions are
expressly  provided  in the  underlying  consulting  agreement  or in a separate
restricted  stock  agreement,  the  Issued  Shares  shall  not be  deemed  to be
Restricted  Shares,  and will not be  required  to be  forfeited.  Any  grant of
Restricted Shares shall be subject to the following limitations:

                           (i) In no case shall such vesting  conditions require
         continued provision of services or attainment of goals, as the case may
         be, subsequent to the grant of Restricted  Shares, for a period of time
         which exceeds five (5) years from the date of grant, or on a cumulative
         incremental  percentage  basis which is less than twenty  percent (20%)
         per year;

                           (ii) In no case shall the  Recipient  be  required to
         forfeit any vested Restricted Shares; and

                           (iii) In the event of the  forfeiture of any unvested
         Restricted  Shares, the Company shall pay to the Recipient with respect
         to all of such  unvested  Restricted  Shares  an  amount  equal  to the
         original  purchase  price,  if any,  paid  by the  Recipient  for  such
         unvested Restricted Shares.

                  (b) REPURCHASE PRICE FOR FORFEITED  RESTRICTED  SHARES. In the
event a Recipient does not satisfy  applicable  vesting  conditions  placed upon
Restricted  Shares, and the Company exercises its right to require the Recipient
to forfeit such unvested Restricted Shares, the Company shall be required to pay
the Recipient an amount not less than:

                           (i) The  higher of the  original  purchase  price for
         such  forfeited  Restricted  Shares  OR the Fair  Market  Value of such
         forfeited  Restricted  Shares on the date of the event  triggering such
         repurchase rights; or

                           (ii) The  original  purchase  price  for such  vested
         Restricted Shares;  PROVIDED,  HOWEVER, that the right to repurchase in
         favor of the Company must lapse at the rate of at least twenty  percent
         (20%)  per  year  over  five  (5)  years  from the date of grant of the
         Restricted Shares.

                  The  payments  to be made by the  Company to a  Recipient  for
forfeited  Restricted Shares pursuant to SUBSECTION (II) may only be in the form
of cash or  cancellation  of purchase  money  indebtedness  with  respect to the
purchase of said Restricted Shares by the Recipient, if any, and must be paid no
later than ninety (90) days of the date of termination.

                  (c)  RESTRICTIVE  LEGEND.  Until  such time as all  conditions
placed upon Restricted  Shares lapse, the Plan Committee may place a restrictive
legend  on the share  certificate  representing  such  Restricted  Shares  which
evidences said  restrictions in such form and subject to such stop  instructions
as the Plan Committee  shall deem  appropriate.  The conditions  shall similarly
apply to any new,  additional or different  securities  the Recipient may become


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entitled to receive with respect to such Restricted  Shares by virtue of a stock
split  or stock  dividend  or any  other  change  in the  corporate  or  capital
structure of the Company.  The Plan Committee shall also have the right,  should
it elect to do so, to require the Recipient to deposit the share certificate for
the  Restricted  Shares  with the  Company  or its agent,  endorsed  in blank or
accompanied by a duly executed  irrevocable  stock power or other  instrument of
transfer,  until such time as the conditions lapse. The Company shall remove the
legend with respect to any Restricted Shares which become vested.

                  (d)  STOCKHOLDER  RIGHTS.  The Recipient of Restricted  Shares
shall have all rights or privileges of a stockholder of the Company with respect
to the Restricted Shares  notwithstanding  the terms of this SECTION 6 (with the
exception of  SUBSECTION  (E) hereof) and, as such,  shall be fully  entitled to
receive  dividends  (if any are declared and paid),  to vote and to exercise all
other rights of a stockholder with respect to the Restricted Shares.

                  (e)  NON-ASSIGNABILITY.  Except as  expressly  provided in the
underlying   consulting  agreement  or  restricted  stock  agreement,   unvested
Restricted Shares may not be Disposed by the Recipient without the prior written
consent of the Company,  which  consent the Company may withhold in its sole and
absolute  discretion,  and such purported  Disposition shall be null and void AB
INITIO and of no force and effect.

         7.       REGISTRATION OF ISSUED SHARES.

                  (a)  REGISTRATION  OR  EXEMPTION  FROM  REGISTRATION.   Unless
expressly  stipulated  in  the  underlying   consulting  agreement  or  separate
agreement, in no event shall the Company be required at any time to register the
Issued Shares under the Securities Act (including,  without limitation,  as part
of any primary or secondary offering, or pursuant to Form S-8) or to register or
qualify the Issued Shares under the securities laws of any state or territory.

                  In the  event the  Company  is not  required  to  register  or
qualify the Issued  Shares,  the Issued  Shares shall be issued in reliance upon
such  exemptions  from  registration  or  qualification  under federal and state
securities laws, as the case may be, that the Company and its legal counsel,  in
their reasonable discretion, shall determine to be appropriate.

                  If requested by the Company,  the Recipient shall provide such
further  representations  or documents as the Company or its legal  counsel,  in
their  reasonable  discretion,  deem  necessary  or advisable in order to effect
compliance  with the conditions of any and all of the aforesaid  exemptions from
federal or state registration or qualification which it is relying upon, or with
all applicable rules and regulations of any applicable securities exchanges.  If
required by the Company,  the Recipient  shall provide a letter from a purchaser
representative  with  credentials  reasonably  acceptable  to the Company to the
effect that such purchaser  representative has reviewed the Recipient's proposed
investment  in the Issued  Shares and has  determined  that an investment in the
Issued  Shares:  (A)  is  appropriate  in  light  of the  Recipient's  financial
circumstances,  (B) that the purchaser  representative  and, if applicable,  the
Recipient,  have such knowledge and experience in financial and business matters
that the such  persons  are  capable  of  evaluating  the merits and risks of an
investment in the Issued Shares, and (C) that the purchaser  representative and,
if applicable,  the Recipient,  have such business or financial experience to be
reasonably assumed to have the capacity to protect the Recipient's  interests in
connection with the purchase of the Issued Shares.

                  In the event the  Company is unable to obtain,  without  undue
burden or expense,  such  consents or  approvals  that may be required  from any
applicable  regulatory  authority  (or may be  deemed  reasonably  necessary  or


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advisable  by legal  counsel for the  Company)  with  respect to the  applicable
exemptions from federal or state registration or qualification which the Company
is  reasonably  relying upon,  the Company  shall have no obligation  under this
Agreement to issue or sell the Issued Shares until such time as such consents or
approvals may be reasonably  obtained  without undue burden or expense,  and the
Company  shall be relieved of all  liability  with  respect to its  inability to
issue or sell the Issued Shares.

                  (b)  LEGEND.  In the event the Company  delivers  unregistered
shares, the Company reserves the right to place a restricted legend on the share
certificate or  certificates to comply with the Securities Act and any state and
territory  securities laws or any exemption from  registration or  qualification
thereunder which is being relied upon by the Company.

         8.       ADJUSTMENTS.

                  (a) SUBDIVISION OR STOCK DIVIDEND.  If (i) outstanding  shares
of Common Stock shall be subdivided into a greater number of shares by reason of
recapitalization or  reclassification,  the number of shares of Common Stock, if
any,  available  for issuance in the Stock Pool shall,  simultaneously  with the
effectiveness of such  subdivision or immediately  after the record date of such
dividend, be proportionately  increased, and (ii) conversely, if the outstanding
shares of Common Stock shall be combined  into a smaller  number of shares,  the
number of shares of Common  Stock,  if any,  available for issuance in the Stock
Pool  shall,  simultaneously  with the  effectiveness  of such  combination,  be
proportionately increased.

                  (b) ADJUSTMENTS DETERMINED IN SOLE DISCRETION OF BOARD. To the
extent  that the  foregoing  adjustments  relate to stock or  securities  of the
Company,   such  adjustments  shall  be  made  by  the  Plan  Committee,   whose
determination in that respect shall be final, binding and conclusive.

                  (c) NO OTHER RIGHTS TO RECIPIENT. Except as expressly provided
in this  SECTION  8, (i) the  Recipient  shall  have no  rights by reason of any
subdivision or  consolidation  of shares of stock of any class or the payment of
any stock  dividend or any other increase or decrease in the number of shares of
stock of any class, and (ii) the dissolution, liquidation, merger, consolidation
or divisive reorganization or sale of assets or stock to another corporation, or
any  issue  by the  Company  of  shares  of stock of any  class,  or  securities
convertible  into  shares  of stock  of any  class,  shall  not  affect,  and no
adjustment  by reason  thereof  shall be made with  respect  to,  the  number of
shares.  The grant of an Award pursuant to this Plan shall not affect in any way
the  right or  power  of the  Company  to make  adjustments,  reclassifications,
reorganizations  or changes of its  capital or business  structure  or to merge,
consolidate,  dissolve or  liquidate,  or to sell or transfer all or any part of
its business or assets.

         9.       PERFORMANCE ON BUSINESS DAY.

                  In the  event  the  date  on  which a  party  to this  Plan is
required to take any action under the terms of this Plan is not a business  day,
the action shall,  unless otherwise provided herein, be deemed to be required to
be taken on the next succeeding business day.

         10.      EMPLOYMENT STATUS.

                  In no event  shall the  granting of an Award be  construed  as
granting a  continued  right of  employment  to a  Recipient  if such  Person is
employed  by the  Company,  nor effect any right  which the  Company may have to
terminate the  employment of such Person,  at any time,  with or without  cause,
except to the extent that such Person and the Company  have agreed  otherwise in
writing.

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         11.      NON-LIABILITY FOR DEBTS.

                  No unvested  Restricted Shares granted hereunder,  or any part
thereof, shall be liable for the debts, contracts, or engagements of a Recipient
or such Recipient's successors in interest or shall be subject to disposition by
transfer,  alienation,  or any other means whether such disposition be voluntary
or  involuntary  or  by  operation  of  law,  by  judgment,   levy,  attachment,
garnishment,  or any other legal or equitable proceeding (including bankruptcy),
and any attempted disposition thereof shall be null and void AB INITIO and of no
further force and effect.

         12.      AMENDMENT AND DISCONTINUATION OF PLAN; MODIFICATION OF AWARDS.

                  (a) AMENDMENT,  MODIFICATION OR TERMINATION OF PLAN. The Board
may  amend  the  Plan or  suspend  or  discontinue  the Plan at any time or from
time-to-time; PROVIDED, HOWEVER no such action may adversely alter or impair any
Award  previously  granted under this Plan without the consent of each Recipient
affected thereby.

                  (b)  MODIFICATION  OF  RESTRICTED  SHARE  VESTING  CONDITIONS.
Subject to the terms and  conditions  and within the  limitations  of this Plan,
including  vesting  conditions,  the Plan  Committee  may modify the  conditions
placed  upon  the  grant  of  any  Restricted  Shares,  PROVIDED,   HOWEVER,  no
modification of any conditions  placed upon Restricted  Shares may,  without the
consent of the Recipient  thereof,  adversely  alter or impair such  Recipient's
rights with respect to such Restricted Shares.

                  (c)  COMPLIANCE  WITH LAWS. The Plan Committee may at any time
or from  time-to-time,  without receiving further  consideration from any Person
who may become  entitled  to receive or who has  received  the grant of an Award
hereunder,  modify or amend Awards  granted  under this Plan as required to: (i)
comply with changes in  securities,  tax or other laws or rules,  regulations or
regulatory  interpretations thereof applicable to this Plan or Awards thereunder
or to comply with stock exchange rules or  requirements  and/or (ii) ensure that
this Plan is and  remains or shall  become  exempt from the  application  of any
participation,   vesting,  benefit  accrual,  funding,   fiduciary,   reporting,
disclosure,  administration  or  enforcement  requirement of either the Employee
Retirement  Income  Security  Act  of  1974,  as  amended   ("ERISA"),   or  the
corresponding  provisions  of the  Internal  Revenue  Code of 1986,  as  amended
(Subchapter  D of Title A, Chapter 1 of the Code  {encompassing  SECTIONS 400 to
420 of the Code}).  PROVIDED,  HOWEVER,  no such  modification  may, without the
consent of the holder thereof,  adversely alter or impair his or her rights with
respect to such Award Shares.

         13.      WITHHOLDING TAXES.

                  As a condition  of the grant of any Award,  the Company  shall
have the  right to  require  the  Recipient  to remit to the  Company  an amount
sufficient  to  satisfy  any  federal,   state  and/or  local   withholding  tax
requirements incident to such grant or exercise. PROVIDED, HOWEVER, whenever the
Company is  delivering  any shares of Common  Stock the Company may, in its sole
discretion,  but without  obligation  to do so, issue or transfer such shares of
Common Stock net of the number of shares  sufficient to satisfy any  withholding
tax  requirements  incident to such issuance or transfer.  For  withholding  tax
purposes, the shares of Common Stock shall be valued on the date the withholding
obligation is incurred.


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