EXHIBIT 2


                            UNITED ENERGY CORPORATION
                           2001 EQUITY INCENTIVE PLAN

     This 2001 Equity Incentive Plan (the "Plan") is established by United
Energy Corporation (the "Corporation"), a Nevada corporation, effective as of
August 22, 2001, subject to the approval of the stockholders of the Corporation
within 12 months thereafter.

     1. Purpose. The Plan is intended to offer selected employees, non-employee
directors and consultants of the Corporation and its Subsidiaries the
opportunity to acquire a proprietary interest in the success of the Corporation,
or to increase such interest, to encourage such selected persons to remain in
the employ of the Corporation and to attract new employees, non-employee
directors and consultants with outstanding qualifications.

     2. Definitions.

     (a) "Award" means Options or stock appreciation rights granted under the
Plan.

     (b) "Award Agreement" means the written agreement by which an Award shall
be evidenced.

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

     (d) "Cause" means as determined by the Committee:

          (i) a Grantee's commission of a crime that is likely to result in
     injury to the Corporation or a Subsidiary;

          (ii) the material violation by the Grantee of written policies of the
     Corporation or a Subsidiary or of any agreements entered by and between the
     Grantee and the Corporation or a Subsidiary; or

          (iii) the action or inaction of the Grantee in connection with his or
     her duties to the Corporation or a Subsidiary resulting in an injury to the
     Corporation or a Subsidiary.

     (e) "Change in Control" means the occurrence of any one of the following:

          (i) any "person," as defined in Sections 13(d) and 14(d) of the 1934
     Act, other than the Corporation, any of its Subsidiaries, or any employee
     benefit plan maintained by the Corporation or any of its Subsidiaries,
     becomes the "beneficial owner" (as defined in Rule 13d-3 under the 1934
     Act) of (A) 15% or more, but no greater than 50%, of the outstanding voting
     capital stock of the Corporation, unless prior thereto the Board approves
     the transaction that results in the person becoming the beneficial owner of
     15% or more, but no greater than 50%, of the outstanding voting capital
     stock of the Corporation, or (B) more than 50% of the outstanding voting
     capital stock of the

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     Corporation, regardless whether the transaction or event by which the
     foregoing 50% level is exceeded is approved by the Board;

          (ii) as the result of, or in connection with, any tender or exchange
     offer, merger or other business combination, sale of assets, sale of
     securities, contested election, or any combination of the foregoing (a
     "Transaction"), the persons who were members of the Board immediately
     before the Transaction cease to constitute a majority of the Board; or

          (iii) a record date is fixed for determining stockholders entitled to
     vote upon (A) a merger or consolidation of the Corporation, statutory share
     exchange, or other similar transaction with another corporation,
     partnership, or other entity or enterprise in which either the Corporation
     is not the surviving or continuing corporation or shares of common stock of
     the Corporation are to be converted into or exchanged for cash, securities
     other than common stock of the Corporation or other property, (B) a sale or
     disposition of all or substantially all of the assets of the Corporation,
     or (C) the dissolution of the Corporation

     (f) "Code" means the Internal Revenue Code of 1986, as amended, and the
regulations and rulings thereunder.

     (g) "Committee" means a committee consisting solely of two or more outside
directors within the meaning of Treasury Regulations Section 1.162-27(e)(3)
under Code Section 162(m). The Committee shall have membership composition which
enables the Plan to qualify under Rule 16b-3 with regard to the grant of Options
to a Grantee who is a Section 16 person.

     (h) "Common Stock" means the common stock, $.01 par value, of the
Corporation.

     (i) "Disability" means a mental or physical condition rendering a Grantee
unable to perform his or her regular duties (as determined by the Committee, in
the case of a Section 16 Grantee, or by the Chief Executive Officer or President
in the case of any other Grantee).

     (j) "Effective Date" means August 22, 2001.

     (k) "Fair Market Value" of an equity security as of any date means the
closing price of a Share on the NASD Bulletin Board (or such other exchange or
market on which the Common Stock is principally traded) on the relevant date or,
if there were no sales on that date, the closing price on the next date on which
there were sales.

     (l) "Good Reason" means the occurrence after a Change in Control without a
Grantee's prior written consent, of any one or more of the following:

          (i) the assignment to the Grantee of any duties which result in a
     material adverse change in the Grantee's position (including status,
     offices, titles, and reporting requirements), authority, duties, or other
     responsibilities with the Corporation, or any other action of the
     Corporation which results in a material adverse change in such position,
     authority, duties, or responsibilities, other than an insubstantial and
     inadvertent


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     action which is remedied by the Corporation promptly after receipt of
     notice thereof given by the Grantee;

          (ii) any relocation of the Grantee's primary business office more than
     50 miles from the location of the Grantee's primary business office at the
     time of the Change in Control; or

          (iii) a material reduction or elimination of the base salary that the
     Grantee was receiving immediately prior to a Change in Control or a
     material reduction or elimination of any incentive compensation, benefits,
     or perquisites that the Grantee was receiving immediately prior to a Change
     in Control, unless the Grantee receives additional or substitute incentive
     compensation, benefits, or perquisites that are comparable in the aggregate
     to the incentive compensation, benefits and perquisites reduced or
     eliminated.

     (m) "Grantee" means an individual who has been granted an Award.

     (n) "ISO" means an Option that is intended to satisfy the requirements
applicable to an "incentive stock Option" described in Section 422(b) of the
Code.

     (o) "Mature Shares" means Shares for which the holder thereof has good
title, free and clear of all liens and encumbrances, and which such holder
either (i) has held for at least six months or (ii) has purchased on the open
market.

     (p) "1934 Act" means the Securities Exchange Act of 1934, as amended.

     (q) "NSO" means an Option that is not an ISO.

     (r) "Option" means an ISO or NSO granted under the Plan.

     (s) "Option Price" means the per share exercise price of an Option.

     (t) "Option Term" means the period beginning on the Grant Date of an Option
and ending on the expiration date of such Option, as specified in the Award
Agreement for such Option and as may, in the discretion of the Committee and
consistent with the provisions of the Plan, be extended from time to time.

     (u) "Participant" means (i) any individual who is a common-law employee of
the Corporation or of a Subsidiary, (ii) a member of the Board, (iii) any
officer of the Corporation, or (iv) a consultant who performs services for the
Corporation or a Subsidiary .

     (v) "Rule 16b-3" means Rule 16b-3 of the SEC under the 1934 Act, as amended
from time to time, together with any successor rule.

     (w) "Retirement" means a termination of employment by a Grantee after
attaining normal retirement age.

     (x) "SAR" means a stock appreciation right.


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     (y) "SEC" means the Securities and Exchange Commission.

     (z) "Section 16 Person" means a person who is subject to potential
liability under Section 16(b) of the 1934 Act with respect to transactions
involving equity securities of the Corporation.

     (aa) "Share" means a share of Common Stock.

     (bb) "Subsidiary" means, for purposes of grants of ISOs, a corporation as
defined in Section 424(f) of the Code (with the Corporation being treated as the
employer corporation for purposes of this definition) and, for all other
purposes, a United States or foreign corporation with respect to which the
Corporation owns, directly or indirectly, 50% or more of the then outstanding
common stock.

     (cc) "10% Owner" means a person who owns capital stock (including stock
treated as owned under Section 424(d) of the Code) possessing more than 10% of
the total combined voting power of all classes of capital stock of the
Corporation or any Subsidiary.

     (dd) "Voting Power" means the combined voting power of the then outstanding
securities of a corporation entitled to vote generally in the election of
directors.

     3. Scope of the Plan. Subject to adjustment in accordance with Section 17,
the total number of Shares for which Option grants under the Plan shall be
available is 2,000,000. If any Shares subject to any Award granted hereunder are
forfeited or such Award otherwise terminates without the issuance of such Shares
or of other consideration in lieu of such Shares, the Shares subject to such
Award, to the extent of any such forfeiture or termination, shall again be
available for grant under the Plan. If any outstanding ISOs under the Plan for
any reason expire or are terminated, the Shares allocable to the unexercised
portion of all such ISOs may again be subject to ISOs under the Plan. Shares
awarded under the Plan may be treasury shares or newly issued shares.

     4. Administration.

     (a) Subject to the express provisions of the Plan, the Committee has full
and final authority and discretion as follows:

          (i) to determine when and to whom Awards should be granted and the
     terms and conditions applicable to each Award, including the benefit
     payable under any SAR;

          (ii) to interpret the Plan and to make all determinations necessary or
     advisable for the administration of the Plan;

          (iii) to make, amend and rescind rules relating to the Plan, including
     rules with respect to the exercisability and nonforteitability of Awards
     upon the termination of employment of a Grantee;

          (iv) to determine the terms and conditions of all Award Agreements
     (which need not be identical) and, with the consent of the Grantee, to
     amend any such Award


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     Agreement at any time, among other things, to permit transfers of such
     Awards to the extent permitted by the Plan, except that the consent of the
     Grantee shall not be required for any amendment which (A) does not
     adversely affect the rights of the Grantee or (B) is necessary or advisable
     (as determined by the Committee) to carry out the purpose of the Award as a
     result of any change in applicable law;

          (v) to cancel, with the consent of the Grantee, outstanding Awards and
     to grant new Awards in substitution therefor;

          (vi) to accelerate the exercisability (including exercisability within
     a period of less than one year after the Grant Date) of, and to accelerate
     or waive any or all of the terms and conditions applicable to, any Award or
     any group of Awards for any reason and at any time, including in connection
     with a termination of employment (other than for Cause);

          (vii) subject to Section 6(c), to extend the time during which any
     Award or group of Awards may be exercised:

          (viii) to impose such additional terms and conditions upon the grant,
     exercise or retention of Awards as the Committee may, before or concurrent
     with the grant thereof, deem appropriate; and

          (ix) to take any other action with respect to any matters relating to
     the Plan for which it is responsible.

     The determination of the Committee on all matters relating to the Plan or
any Award Agreement shall be final. No member of the Committee shall be liable
for any action or determination made in good faith with respect to the Plan or
any Award.

     5. Eligibility. The Committee may, in its discretion, grant Awards to any
Participant, whether or not he or she has previously received an Award.

     6. Conditions to Grants.

     (a) General Conditions.

          (i) The Grant Date of an Award shall be the date on which the
     Committee grants the Award or such later date as specified in advance by
     the Committee;

          (ii) The Option Term shall under no circumstances extend more than ten
     years after the Grant Date and shall be subject to earlier termination as
     herein provided;

          (iii) Any terms and conditions of an Award not set forth in the Plan
     shall be set forth in the Award Agreement related to that Award; and

          (iv) Not more than 500,000 shares may be subject to an Award or Awards
     granted to a Grantee during any single fiscal year of the Corporation.


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     (b) Grant of Options. No later than the Grant Date of any Option, the
Committee shall determine the Option Price of such Option. The Option Price of
an Option may be the Fair Market Value of a Share on the Grant Date or may be
less than or more than that Fair Market Value.

     (c) Grant of ISOs. At the time of the grant of any Option, the Committee
may, in its discretion, designate that such Option shall be made subject to
additional restrictions to permit the Option to qualify as an ISO. Any Option
designated as an ISO:

          (i) shall be granted only to Participants who are common law employees
     of the Corporation or a Subsidiary;

          (ii) shall, if granted to a 10% Owner, have an Option Price not less
     than 110% of the Fair Market Value of a Share on the Grant Date;

          (iii) shall be for a period of not more than ten years (five years in
     the case of an ISO granted to a 10% Owner) from the Grant Date and shall be
     subject to earlier termination as provided herein or in the applicable
     Award Agreement;

          (iv) shall meet the limitations of this subparagraph 6(c)(iv). If the
     aggregate Fair Market Value of Shares with respect to which ISOs first
     become exercisable by a Grantee in any calendar year exceeds $100,000 (the
     "Limit"), taking into account Shares subject to all ISOs granted by the
     Corporation which are held by the Grantee, the excess will be treated as
     NSOs. To determine whether the Limit is exceeded, the Fair Market Value of
     Shares subject to Options shall be determined as of the Grant Dates of the
     Options. In reducing the number of Options treated as ISOs to meet the
     Limit, the most recently granted Options will be reduced first. If a
     reduction of simultaneously granted Options is necessary to meet the Limit,
     the Committee may designate which Shares are to be treated as Shares
     acquired pursuant to an ISO;

          (v) shall be granted within ten years from the Effective Date;

          (vi) shall require the Grantee to notify the Committee of any
     disposition of any Shares issued upon the exercise of the ISO under the
     circumstances described in Section 421(b) of the Code (generally, a
     disposition within two years from the Grant Date of the ISO and one year
     from the date of exercise) (a "Disqualifying Disposition"), within ten
     business days after such Disqualifying Disposition; and

          (vii) unless otherwise permitted by the Code, shall by its terms not
     be assignable, or transferable other than by will or the laws of descent
     and distribution and may be exercised, during the Grantee's lifetime, only
     by the Grantee; except that the Grantee may, in accordance with Section
     6(e), designate in writing a beneficiary to exercise his or her ISOs after
     the Grantee's death.

     (d) Grant of SARs.

          (i) When granted, SARs may, but need not, be identified with a
     specific Option of the Grantee (including any Option granted on or before
     the Grant Date of the


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     SARs) in a number equal to or different from the number of SARs so granted.
     If SARs are identified with Shares subject to an Option, then, unless
     otherwise provided in the applicable Award Agreement, the Grantee's
     associated SARs shall terminate upon (x) the expiration, termination,
     forfeiture, or cancellation of such Option or (y) the exercise of such
     Option; and

          (ii) The strike price ("Strike Price") of any SAR shall equal, for any
     SAR that is identified with an Option, the Option Price of such Option, or
     for any other SAR, 100% of the Fair Market Value of a Share on the Grant
     Date of such SAR; except that the Committee may (x) specify a higher Strike
     Price in the Award Agreement or (y) provide that the benefit payable upon
     exercise of any SAR shall not exceed such percentage of the Fair Market
     Value of a Share on such Grant Date as the Committee shall specify.

     (e) Non-transferability. An Award granted hereunder shall not be assignable
or transferable other than by will or the laws of descent and distribution and
may be exercised during the Grantee's lifetime only by the Grantee or his or her
guardian or legal representative, except that, subject to Section 6(c) (in
respect of ISOs), a Grantee may, if permitted by the Committee, in its
discretion, (i) designate in writing a beneficiary to exercise an Award after
his or her death (if that designation has been received by the Corporation prior
to the Grantee's death) and (ii) transfer the Award to one or more members of
the Grantee's immediate family, which means with respect to a Grantee, his or
her spouse, children, and grandchildren.

     7. Exercise.

     (a) Exercise of Options.

          (i) Subject to Section 6 and except as otherwise provided in the
     applicable Award Agreement, each Option shall become exercisable at such
     time or times as may be specified by the Committee from time to time;

          (ii) An Option shall be exercised by the delivery to the Corporation
     during the Option Term of (x) written notice of intent to purchase a
     specific number of Shares subject to the Option and (y) payment in full of
     the Option Price of such specific number of Shares;

          (iii) Payment of the Option Price may be made by any one or more of
     the following means:

               (A) cash, personal check, or wire transfer;

               (B) Mature Shares, valued at their Fair Market Value on the date
          of exercise;

               (C) in accordance with procedures previously approved by the
          Corporation, through the sale of the Shares acquired on exercise of
          the Option through a bank or broker-dealer to whom the Grantee has
          submitted an irrevocable notice of exercise and irrevocable
          instructions to deliver promptly to the Corporation the amount of sale
          or loan proceeds sufficient to pay for such


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          Shares, together with, if requested by the Corporation, the amount of
          federal, state or local withholding taxes payable by the Grantee by
          reason of such exercise; or

               (D) in the discretion of the Committee, payment may also be made
          in accordance with Section 8.

     (b) Exercise of SARs.

          (i) Subject to Section 6(d), and except as otherwise provided in the
     applicable Award Agreement, (x) each SAR not identified with any other
     Award shall become exercisable with respect to 25 % of the Shares subject
     thereto on each of the first four year anniversaries of the Grant Date of
     such SAR unless the Committee provides otherwise in the Award Agreement,
     and (y) each SAR which is identified with any other Award shall become
     exercisable as and to extent that the Option may be exercised.

          (ii) SARs shall be exercised by delivery to the Corporation of written
     notice of intent to exercise a specific number of SARs.

          (iii) The benefit for each SAR exercised shall be equal to (x) the
     Fair Market Value of a Share on the date of such exercise, minus (y) the
     Strike Price of such SAR. Such benefit shall be payable in cash, except
     that the Committee may provide in the Award Agreement that benefits may be
     paid wholly or partly in Shares.

     (c) Change in Control. If, within 12 months after a Change in Control, the
employment of a Grantee who is a common law employee of the Corporation or a
Subsidiary is terminated by the Corporation without Cause or by the Grantee for
Good Reason, then all unvested Awards shall immediately become fully exercisable
or payable, as applicable.

     (d) Pooling Considerations. Any provision of the Plan to the contrary
notwithstanding, if the Committee determines, on the basis of advice from the
Corporation's independent auditors received prior to a business combination
involving the Corporation, that the exercise or payment of any Award would be
likely to preclude the use of pooling-of-interests accounting ("pooling") with
respect to that transaction, the effect of which would be materially adverse to
such business combination, the Committee may unilaterally cancel such Award
prior to the Change in Control if the Committee grants a substitute Award or the
Corporation pays a substitute benefit in the form of Shares or other benefits
that are as comparable in form and value to the canceled Award as practicable
and the Committee determines, on the basis of advice from the Corporation's
independent auditors, that such substitute grant or payment would not cause the
transaction to become ineligible for pooling-of-interests accounting treatment.

     8. Loans and Guarantees. The Committee may in its discretion allow a
Grantee to defer payment to the Corporation of all or any portion of (i) the
Option Price of an Option, or (iii) any taxes associated with the exercise or
payment of benefits in connection with, an Award, or cause the Corporation to
guarantee a loan from a third party to the Grantee, in an amount equal to all or
any portion of such Option Price, or any related taxes. Any such payment
deferral or guarantee by the Corporation shall be on such terms and conditions
as the Committee may determine, except that a Grantee shall not be entitled to
defer the payment of such Option Price, or any related taxes unless the Grantee
enters into a binding obligation to pay the deferred


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amount. If the Committee has permitted a payment deferral or caused the
Corporation to guarantee a loan in accordance with this Section, then the
Committee may require the immediate payment of such deferred amount or the
immediate release of such guarantee upon the Grantee's terminating of employment
or if the Grantee sells or otherwise transfers his or her Shares purchased
pursuant to such deferral or guarantee. The Committee may at any time in its
discretion forgive the repayment of any or all of the principal of, or interest
on, any such deferred payment obligation.

     9. Mandatory Tax Withholding.

     (a) Whenever under the Plan Shares are to be delivered upon exercise or
payment of an Award or any other event with respect to rights and benefits
hereunder, the Corporation shall be entitled to require (i) that the Grantee
remit an amount in cash, or in the Corporation's discretion, Mature Shares,
sufficient to satisfy all federal, state, and local tax withholding requirements
related thereto ("Required Withholding"), (ii) the withholding of such Required
Withholding from compensation otherwise due to the Grantee or from any Shares
due to the Grantee under the Plan, or (iii) any combination of the foregoing.

     (b) Any Grantee who makes a Disqualifying Disposition shall remit to the
Corporation an amount sufficient to satisfy all resulting Required Withholding;
except that in lieu of or in addition to the foregoing, the Corporation shall
have the right to withhold such Required Withholding from compensation otherwise
due to the Grantee or from any Shares or other payment due to the Grantee under
the Plan.

     10. Elective Share Withholding.

     (a) Subject to the provisions of this Section 10, a Grantee may elect the
withholding ("Share Withholding") by the Corporation of a portion of the Shares
otherwise deliverable to such Grantee upon the exercise of an Award (a "Taxable
Event") having a Fair Market Value equal to (i) the minimum amount necessary to
satisfy Required Withholding liability attributable to the Taxable Event or (ii)
with the Committee's prior approval, a greater amount, not to exceed the
estimated total amount of such Grantee's tax liability with the respect to the
Taxable Event.

     (b) Each Share Withholding election shall be subject to the following
conditions:

          (i) any Grantee's election shall be subject to the Committee's
     discretion to revoke the Grantee's right to elect Withholding at any time
     before the Grantee's election if the Committee has reserved the right to do
     so in the Award Agreement;

          (ii) the Grantee's election must be made before the date on which the
     amount to be withheld is determined; and

          (iii) the Grantee's election shall be irrevocable.

     11. Termination of Employment.

     (a) For Cause. If a Grantee's employment is terminated for Cause, any
unexercised Option or SAR shall terminate effective immediately upon such
termination of employment.


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     (b) On Account of Retirement. Except as otherwise provided by the Committee
in the Award Agreement, if a Grantee's employment terminates on account of
Retirement, then any unexercised Option or SAR, whether or not exercisable on
the date of such termination of employment, may be exercised, in whole or in
part, within the first three years after such termination of employment (but
only during the Option Term) by the Grantee.

     (c) On Account of Death. Except as otherwise provided by the Committee in
the Award Agreement, if a Grantee's employment terminates on account of death,
then any unexercised Option or SAR, whether or not exercisable on the date of
such termination of employment, may be exercised, in whole or in part, within
the first 12 months after the death of the Grantee (but only during the Option
Term) by (A) his or her personal representative or by the person to whom the
Option or SAR, as applicable, is transferred by will or the applicable laws of
descent and distribution, or (B) the Grantee's designated beneficiary.

     (d) On Account of Disability. Except as otherwise provided by the Committee
in the Award Agreement, if a Grantee's employment terminates on account of
Disability, then any unexercised Option or SAR, whether or not exercisable on
the date of such termination of employment, may be exercised in whole or in
part, within the first 12 months after such termination of employment (but only
during the Option Term) by (A) the Grantee, or (B) his or her representative.

     (e) Any Other Reason. Except as otherwise provided by the Committee in the
Award Agreement, if a Grantee's employment terminates for any reason other than
for Cause, Retirement, death, or Disability, then any unexercised Option or SAR,
to the extent exercisable immediately before the Grantee's termination of
employment, may be exercised in whole or in part, not later than three months
after such termination of employment (but only during the Option Term).

     (f) Extension of Term. In the event of a termination of the Grantee's
employment other than for Cause, the term of any Award (whether or not
exercisable immediately before such termination) which would otherwise expire
after the Grantee's termination of employment but before the end of the period
following such termination of employment described in subparagraphs (b), (c) and
(d) of this Section for exercise of Awards may, in the Committee's discretion,
be extended so as to permit any unexercised portion thereof to be exercised at
any time within such period. The Committee may further extend the period of
exercisability to permit any unexercised portion thereof to be exercised within
a specified period provided by the Committee.

     12. Unfunded Plan. The Plan is intended to constitute an unfunded plan for
incentive compensation. With respect to any payment not yet made to a Grantee by
the Corporation, nothing contained herein shall give any such Grantee any rights
that are greater than those of a general creditor of the Corporation.

     13. Securities Law Matters. If the Committee deems necessary to comply with
any applicable securities law, the Committee may require a written investment
intent representation by the Grantee and may require that a restrictive legend
be affixed to certificates for Shares. If, based upon the advice of counsel to
the Corporation, the Committee determines that the exercise


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or delivery of benefits pursuant to any Award would violate any applicable
provision of (i) federal or state securities laws or (ii) the listing
requirements of any national securities exchange or national market system on
which are listed any of the Corporation's equity securities, then the Committee
may postpone any such exercise or delivery, as applicable, but the Corporation
shall use all reasonable efforts to cause such exercise or delivery to comply
with all such provisions at the earliest practicable date.

     14. No Employment Rights. Neither the establishment of the Plan, nor the
grant of any Award shall (a) give any Grantee the right to remain employed by
the Corporation or any Subsidiary or to any benefits not specifically provided
by the Plan or (b) modify the right of the Corporation or any Subsidiary to
modify, amend, or terminate any employee benefit plan.

     15. No Rights as a Stockholder. A Grantee shall not have any rights as a
stockholder of the Corporation with respect to the Shares which may be
deliverable upon exercise or payment of such Award until such shares have been
delivered to him or her.

     16. Non-uniform Determinations. The Committee's determinations under the
Plan need not be uniform and may be made by the Committee selectively among
persons who receive, or are eligible to receive, Awards, whether or not such
persons are similarly situated.

     17. Adjustments.

     (a) The Committee shall make equitable adjustment of:

          (i) the aggregate number of Shares available under the Plan for
     Awards;

          (ii) the number of Shares or SARs covered by an Award; and

          (iii) the Option Price of all outstanding Options and the Strike Price
     of all outstanding SARs,

to reflect a stock dividend, stock split, reverse stock split, share
combination, recapitalization, merger, consolidation, spin-off, split-off,
reorganization, rights offering, liquidation, or similar event, of or by the
Corporation.

     (b) Notwithstanding any provision in this Plan or any Award Agreement, in
the event of a Change in Control in connection with which the holders of Common
Stock receive shares of common stock of the surviving or successor corporation
that are registered under Section 12 of the 1934 Act:

          (i) there shall be substituted for each Option and SAR outstanding on
     the date of the consummation of a corporate transaction relating to such
     Change in Control, a new Option or SAR, as the case may be, reflecting the
     number and class of shares into which each outstanding Share shall be
     converted pursuant to such Change in Control and providing each Grantee
     with rights that are substantially identical to those under this Plan in
     all material respects; and


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          (ii) in the event of any such substitution, the purchase price per
     share in the case of an Option and the Strike Price in the case of an SAR
     shall be appropriately adjusted by the Committee, such adjustments to be
     made in the case of outstanding Options and SARs without a change in the
     aggregate purchase price or Strike Price.

     18. Amendment of the Plan. The Board may from time to time, in its
discretion, amend the Plan without the approval of the Corporation's
stockholders, except (i) as such stockholder approval may be required under the
listing requirements of any securities exchange or national market system on
which are listed the Corporation's equity securities and (ii) that the Board may
not without the approval of the Corporation's stockholders amend the Plan to
increase the total number of shares reserved for the purposes of the Plan or
materially modify the Eligibility requirements.

     19. Termination of the Plan. The Plan shall terminate on the ten year
anniversary of the Effective Date or at such earlier time as the Board may
determine. No termination shall affect any Award then outstanding under the
Plan.

     20. No Illegal Transactions. The Plan and all Awards granted pursuant to it
are subject to all applicable laws and regulations. Notwithstanding any
provision of the Plan or any Award, Grantees shall not be entitled to exercise,
or receive benefits under, any Award, and the Corporation shall not be obligated
to deliver any Shares or deliver benefits to a Grantee, if such exercise or
delivery would constitute a violation by the Grantee or the Corporation of any
applicable law or regulation.

     21. Controlling Law. The law of the State of New York shall control all
matters relating to the Plan.

     22. Severability. If any part of the Plan is declared by any court or
governmental authority to be unlawful or invalid, such unlawfulness or
invalidity shall not invalidate any other part of the Plan. Any Section or part
of a Section so declared to be unlawful or invalid shall, if possible, be
construed in a manner which will given effect to the terms of such Section to
the fullest extent possible while remaining lawful and valid.


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