Exhibit 10

                              AMENDED AND RESTATED
                                  YP.NET, INC.
                                 2003 STOCK PLAN

                                    ARTICLE 1
                                     PURPOSE

     1.1     GENERAL.  The purpose of the Amended and Restated YP.Net, Inc. 2003
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Stock  Plan  (the  "Plan")  is to promote the success, and enhance the value, of
YP.Net,  Inc. (the "Company") by linking the personal interests of its employees
and  non-employee services providers to those of Company stockholders.  The Plan
is  further  intended  to  provide  flexibility to the Company in its ability to
motivate,  attract,  and  retain  the services of its employees and non-employee
services  providers  upon  whose  judgment,  interest,  and  special  effort the
successful  conduct  of  the  Company's  operation  is  largely  dependent.

                                    ARTICLE 2
                                 EFFECTIVE DATE

     2.1     EFFECTIVE  DATE.  The Plan is effective as of the date the Plan was
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originally  approved  by  the  Company's  Stockholders  (the  "Effective Date").

                                    ARTICLE 3
                          DEFINITIONS AND CONSTRUCTION

     3.1     DEFINITIONS.  When  a  word or phrase appears in this Plan with the
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initial letter capitalized, and the word or phrase does not commence a sentence,
the  word  or phrase shall generally be given the meaning ascribed to it in this
Section or in Sections 1.1 or 2.1 unless a clearly different meaning is required
by  the  context.  The  following  words  and  phrases  shall have the following
meanings:

          (a)     "Award"  means  any  Restricted Stock Award, Performance Share
     Award  or  Performance-Based Award granted to a Participant under the Plan.

          (b)     "Award  Agreement"  means  any written agreement, contract, or
     other  instrument  or  document  evidencing  an  Award.

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

          (d)     "Cause" means termination of employment or service as a result
     of any of the following events: (1) the commission of an act of dishonesty,
     fraud,  embezzlement,  theft  or  other  similar  acts of misconduct by the
     Participant,  whether  within  or  outside  the  scope of the Participant's
     employment  or  service  with  the  Company, (ii) the breach of duty by the
     Participant  in  the  course  of  employment  or  service, unless waived in
     writing  by  the  Company,  (iii)  the  neglect  by  the Participant of the
     Participant's  duties  with  the  Company,  unless waived in writing by the
     Company,  (iv)  the  Participant's  disobedience


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     or  refusal or failure to discharge the Participant's duties to the Company
     under  any employment agreement or otherwise, (v) the breach of obligations
     of the Participant to the Company under this Agreement or any employment or
     other  agreement with the Company, unless waived in writing by the Company,
     (vi)  the  breach  by  the Participant of any fiduciary duty to the Company
     involving  personal  gain  or  profit,  including  acceptance  of  gifts,
     gratuities,  honorarium,  lodging, and other items of direct economic value
     in excess of $1,000.00 from any one source, provided that this section does
     not  apply  to  gifts  or  items  received  from  family  members  or other
     non-business  or  professional  persons,  (vii)  the  violation  by  the
     Participant  of  any  law, rule, regulation, court order (other than a law,
     rule,  or regulation relating to a traffic violation or similar offense) or
     a  final  cease  and  desist  order, or (viii) the Participant economically
     committing  the  Company  beyond  the  Participant's  expressly  approved
     authority  as  communicated  to the Participant by the Company from time to
     time.

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

               (1)     any merger of the Company in which the Company is not the
     continuing  or  surviving  entity,  or  pursuant  to  which  Stock would be
     converted  into  cash, securities, or other property other than a merger of
     the  Company  in which the holders of the Company's Stock immediately prior
     to  the merger have the same proportionate ownership of beneficial interest
     of  common  stock  or  other  voting  securities  of  the  surviving entity
     immediately  after  the  merger;

               (2)     any  sale,  lease,  exchange  or  other  transfer (in one
     transaction or a series of related transactions) of assets or earning power
     aggregating  more than 50% of the assets or earning power of the Company or
     any  major  subsidiary, other than pursuant to a sale-leaseback, structured
     finance  or  other  form  of  financing  transaction;

               (3)     the  shareholders  of  the  Company  approve  any plan or
     proposal  for  liquidation  or  dissolution  of  the  Company;  or

               (4)     any  person  (as  such  term is used in Section 13(d) and
     14(d)(2)  of  the  Exchange Act), other than (A) any current shareholder of
     the  Company  or  affiliate thereof, or (B) an employee benefit plan of the
     Company  or any Subsidiary or any entity holding shares of capital stock of
     the  Company for or pursuant to the terms of any such employee benefit plan
     in  its  role as an agent or trustee for such plan, or (C) any affiliate of
     the  Company  as of the Effective Date becomes the beneficial owner (within
     the  meaning  of  Rule  13d-3 under the Exchange Act) of 50% or more of the
     Company's  outstanding  Stock.

          (f)     "Code"  means  the  Internal Revenue Code of 1986, as amended.

          (g)     "Committee"  means  the  committee  of  the Board described in
     Article  4.

          (h)     "Covered  Employee"  means  an Employee who is, or could be, a
     "covered  employee"  within  the  meaning  of  Section  162(m) of the Code.


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          (i)     "Disability"  shall  mean  any  illness  or  other physical or
     mental  condition  of a Participant which renders the Participant incapable
     of  performing  his  customary  and  usual  duties  for the Company, or any
     medically  determinable  illness  or  other  physical  or  mental condition
     resulting  from  a  bodily  injury, disease or mental disorder which in the
     judgment  of  the  Committee  is  permanent  and  continuous in nature. The
     Committee  may require such medical or other evidence as it deems necessary
     to  judge  the  nature  and  permanency  of  the  Participant's  condition.

          (j)     "Exchange  Act"  means the Securities Exchange Act of 1934, as
     amended  from  time  to  time.

          (k)     "Fair  Market  Value"  means,  as  of any given date, the fair
     market  value  of  Stock  determined  as  follows:

               (1)     Where  there  exists  a  public market for the Stock, the
     Fair Market Value shall be (A) the closing price for the Stock for the last
     market  trading  day  prior  to  the  time  of the determination (or, if no
     closing  price was reported on that date, on the last trading date on which
     a  closing  price  was  reported)  on  the stock exchange determined by the
     Committee  to  be  the  primary market for the Stock or the Nasdaq National
     Market,  whichever  is applicable, or (B) if the Stock is not traded on any
     such exchange or national market system, the average of the closing bid and
     asked  prices of the Stock on the Nasdaq Small Cap Market for the day prior
     to  the  time  of the determination (or, if no such prices were reported on
     that  date,  on  the last date on which such prices were reported), in each
     case,  as  reported  in The Wall Street Journal or such other source as the
     Committee  deems  reliable;  or

               (2)     In  the absence of an established market for the Stock of
     the  type  described  in (1), above, the Fair Market Value thereof shall be
     determined  by  the  Committee  in  good  faith.

          (l)     "Participant"  means a person or entity who, as an employee or
     non-employee  services  provider of the Company or any Subsidiary, has been
     granted  an  Award  under  the  Plan.

          (m)     "Performance-Based  Awards"  means  the  Restricted  Stock  or
     Performance  Share Awards granted to selected Covered Employees pursuant to
     Articles  7  and  8,  but which are subject to the terms and conditions set
     forth in Article 9. All Performance-Based Awards are intended to qualify as
     "performance-based  compensation"  pursuant  to Section 162(m) of the Code.

          (n)     "Performance  Criteria"  means the criteria that the Committee
     selects  for  purposes  of establishing the Performance Goal or Performance
     Goals  for a Participant for a Performance Period. The Performance Criteria
     that  will  be  used  to  establish  Performance  Goals  are limited to the
     following:  number  of  customers, pre- or after-tax net earnings, sales or
     revenue,  operating  earnings,  operating  cash flow, return on net assets,
     return  on  stockholders'  equity,  return  on  assets,  return on capital,
     stockholder  returns, gross or net profit margin, earnings per share, price
     per  share  of Stock, and


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     market  share,  any of which may be measured either in absolute terms or as
     compared  to  any  incremental increase or as compared to results of a peer
     group. The Committee shall, within the time prescribed by Section 162(m) of
     the  Code,  define  in  an  objective fashion the manner of calculating the
     Performance Criteria it selects to use for such Performance Period for such
     Participant.

          (o)     "Performance Goals" means, for a Performance Period, the goals
     established  in  writing  by the Committee for the Performance Period based
     upon  the  Performance Criteria. Depending on the Performance Criteria used
     to establish such Performance Goals, the Performance Goals may be expressed
     in  terms  of overall Company performance or the performance of a division,
     business  unit,  or  an  individual. The Committee, in its discretion, may,
     within  the time prescribed by Section 162(m) of the Code, adjust or modify
     the  calculation  of Performance Goals for such Performance Period in order
     to prevent the dilution or enlargement of the rights of Participants (i) in
     the event of, or in anticipation of, any unusual or extraordinary corporate
     item,  transaction, event, or development, or (ii) in recognition of, or in
     anticipation  of,  any  other  unusual or nonrecurring events affecting the
     Company,  or the financial statements of the Company, or in response to, or
     in  anticipation  of,  changes  in applicable laws, regulations, accounting
     principles,  or  business  conditions.

          (p)     "Performance  Period"  means  the one or more periods of time,
     which  may  be  of  varying and overlapping durations, as the Committee may
     select,  over which the attainment of one or more Performance Goals will be
     measured  for  the purpose of determining a Participant's right to, and the
     payment  of,  a  Performance-Based  Award.

          (q)     "Performance  Share"  means  a  right granted to a Participant
     pursuant to Article 8, to receive cash, Stock, or other Awards, the payment
     of which is contingent upon achieving certain performance goals established
     by  the  Committee.

          (r)     "Plan"  means the Amended and Restated YP.Net, Inc. 2003 Stock
     Plan.

          (s)     "Restricted  Stock" means Stock granted to a Participant under
     Article  7  that  is  subject  to  certain  restrictions  and  to  risk  of
     forfeiture.

          (t)     "Stock"  means  the common stock of the Company and such other
     securities  of  the  Company  that may be substituted for Stock pursuant to
     Article  11.

          (u)     "Subsidiary"  means any corporation or other entity of which a
     majority  of  the  outstanding voting stock or voting power is beneficially
     owned  directly  or  indirectly  by  the  Company.

                                    ARTICLE 4
                                 ADMINISTRATION

     4.1     COMMITTEE.  The Plan shall be administered by a Committee appointed
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by,  and  which  serves  at the discretion of, the Board.  If the Board does not
appoint  a  Committee  to administer the Plan, the Plan shall be administered by
the  Board  and all references herein to the Committee shall refer to the Board.


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     4.2     ACTION  BY  THE  COMMITTEE.  A  majority  of  the  Committee  shall
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constitute  a  quorum.  The  acts  of  a  majority of the members present at any
meeting  at which a quorum is present and acts approved in writing by a majority
of the Committee in lieu of a meeting shall be deemed the acts of the Committee.
Each member of the Committee is entitled to, in good faith, rely or act upon any
report  or  other  information  furnished to that member by any officer or other
employee  of  the Company or any Subsidiary, the Company's independent certified
public  accountants,  or  any  executive  compensation  consultant  or  other
professional  retained  by  the  Company  to assist in the administration of the
Plan.

     4.3     AUTHORITY  OF  COMMITTEE.  The  Committee  has the exclusive power,
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authority  and  discretion  to:

          (a)     Designate  Participants  to  receive  Awards;

          (b)     Determine  the  type  or types of Awards to be granted to each
     Participant;

          (c)     Determine the number of Awards to be granted and the number of
     shares  of  Stock  to  which  an  Award  will  relate;

          (d)     Determine  the terms and conditions of any Award granted under
     the  Plan  including  but  not  limited  to the purchase price, if any, any
     restrictions  or  limitations  on  the  Award,  any  schedule  for lapse of
     forfeiture  restrictions or restrictions on the exercisability of an Award,
     and  accelerations  or  waivers  thereof,  based  in  each  case  on  such
     considerations  as  the  Committee  in  its  sole  discretion  determines;

          (e)     Amend,  modify,  or  terminate any outstanding Award, with the
     Participant's  consent  unless  the  Committee  has the authority to amend,
     modify,  or  terminate an Award without the Participant's consent under any
     other  provision  of  the  Plan;

          (f)     Determine  whether,  to  what  extent,  and  under  what
     circumstances  an  Award  may  be  settled  in, or the purchase price of an
     Award,  if  any,  may  be  paid  in,  cash,  Stock,  other Awards, or other
     property,  or  an  Award  may  be  canceled,  forfeited,  or  surrendered;

          (g)     Prescribe  the form of each Award Agreement, which need not be
identical  for  each  Participant;

          (h)     Decide all other matters that must be determined in connection
     with  an  Award;

          (i)     Interpret  the  terms  of  the  Plan  or  any Award Agreement;

          (j)     Establish,  adopt,  or  revise any rules and regulations as it
     may  deem  necessary  or  advisable  to  administer  the  Plan;  and

          (k)     Make  all  other  decisions  and  determinations  that  may be
     required under the Plan or as the Committee deems necessary or advisable to
     administer  the  Plan.


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     4.4     DECISIONS BINDING.  The Committee's interpretation of the Plan, any
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Awards  granted  under  the  Plan,  any  Award  Agreement  and all decisions and
determinations by the Committee with respect to the Plan are final, binding, and
conclusive  on  all  parties.

                                    ARTICLE 5
                           SHARES SUBJECT TO THE PLAN

     5.1     NUMBER  OF SHARES.  Subject to adjustment provided in Section 11.1,
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the  aggregate  number of shares of Stock reserved and available for grant under
the  Plan  shall  be  5,000,000.

     5.2     LAPSED AWARDS.  To the extent that an Award terminates, expires, or
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lapses  for  any  reason, any shares of Stock subject to the Award will again be
available  for  the  grant  of  an  Award  under  the  Plan.

     5.3     STOCK  DISTRIBUTED.  Any Stock distributed pursuant to an Award may
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consist,  in whole or in part, of authorized and unissued Stock, treasury Stock,
or  Stock  purchased  on  the  open  market.

                                    ARTICLE 6
                          ELIGIBILITY AND PARTICIPATION

     6.1     ELIGIBILITY.
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          (a)     GENERAL.  Persons eligible to participate in this Plan include
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     employees  and  non-employee  service  providers  of  the  Company  or  a
     Subsidiary,  as  determined  by  the  Committee.

          (b)     FOREIGN  PARTICIPANTS.  In  order  to  assure the viability of
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     Awards  granted  to  Participants employed or providing services in foreign
     countries,  the  Committee  may  provide  for  such special terms as it may
     consider  necessary or appropriate to accommodate differences in local law,
     tax policy, or custom. Moreover, the Committee may approve such supplements
     to,  or amendments, restatements, or alternative versions of the Plan as it
     may  consider  necessary  or  appropriate for such purposes without thereby
     affecting  the  terms  of  the  Plan  as  in  effect for any other purpose;
     provided,  however,  that no such supplements, amendments, restatements, or
     alternative  versions  shall  increase  the  share limitations contained in
     Section  5.1  of  the  Plan.

     6.2     ACTUAL  PARTICIPATION.  Subject  to the provisions of the Plan, the
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Committee  may,  from  time to time, select from among all eligible individuals,
those  to whom Awards shall be granted and shall determine the nature and amount
of  each Award.  No individual shall have any right to be granted an Award under
this  Plan.


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                                    ARTICLE 7
                                RESTRICTED STOCK

     7.1     GRANT  OF  RESTRICTED  STOCK.  The  Committee is authorized to make
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Awards  of  Restricted Stock to Participants in such amounts and subject to such
terms  and  conditions  as  may  be  selected  by  the Committee.  All Awards of
Restricted  Stock  shall  be  evidenced  by  a Restricted Stock Award Agreement.

     7.2     ISSUANCE  AND  RESTRICTIONS.  Restricted  Stock shall be subject to
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such  restrictions on transferability, repurchase, and other restrictions as the
Committee may impose (including, without limitation, limitations on the right to
vote  Restricted  Stock  or  the  right  to  receive dividends on the Restricted
Stock).  These  restrictions  may  lapse  separately  or  in combination at such
times,  under  such  circumstances,  in  such installments, or otherwise, as the
Committee  determines  at  the  time  of  the  grant of the Award or thereafter.

     7.3     FORFEITURE.  Except as otherwise determined by the Committee at the
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time  of the grant of the Award or thereafter, upon termination of employment or
services  during  the applicable restriction period, Restricted Stock that is at
that  time  subject  to restrictions shall be forfeited, provided, however, that
the  Committee  may  provide  in  any  Restricted  Stock  Award  Agreement  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,  and  the  Committee  may  in  other  cases  waive  in  whole or in part
restrictions  or  forfeiture  conditions  relating  to  Restricted  Stock.

     7.4     CERTIFICATES  FOR RESTRICTED STOCK.  Restricted Stock granted under
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the  Plan  may be evidenced in such manner as the Committee shall determine.  If
certificates  representing shares of Restricted Stock are registered in the name
of  the  Participant,  certificates must bear an appropriate legend referring to
the terms, conditions, and restrictions applicable to such Restricted Stock, and
the  Company  may,  at  its  discretion,  retain  physical  possession  of  the
certificate  until  such  time  as  all  applicable  restrictions  lapse.

                                    ARTICLE 8
                               PERFORMANCE SHARES

     8.1     GRANT  OF PERFORMANCE SHARES.  The Committee is authorized to grant
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Performance  Shares  to  Participants  on  such  terms  and conditions as may be
selected  by the Committee.  The Committee shall have the complete discretion to
determine  the  number  of  Performance Shares granted to each Participant.  All
Awards  of  Performance  Shares  shall  be  evidenced  by  an  Award  Agreement.

     8.2     RIGHT  TO  PAYMENT.  A  grant  of  Performance  Shares  gives  the
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Participant  rights,  valued  as determined by the Committee, and payable to, or
exercisable  by,  the Participant to whom the Performance Shares are granted, in
whole  or  in  part,  as  the  Committee shall establish at grant or thereafter.
Subject  to the terms of the Plan, the Committee shall set performance goals and
other terms or conditions to payment of the Performance Shares in its discretion
which,  depending on the extent to which they are met, will determine the number
and  value  of  Performance  Shares  that  will  be  paid  to  the  Participant.


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     8.3     OTHER  TERMS.  Performance Shares may be payable in cash, Stock, or
             ------------
other  property,  and  have such other terms and conditions as determined by the
Committee  and reflected in a written Performance Share Award Agreement.  Unless
otherwise  provided  in  an  Award  Agreement,  Performance  Shares  will  lapse
immediately  if  a  Participant's employment or service is terminated for Cause.

                                    ARTICLE 9
                            PERFORMANCE-BASED AWARDS

     9.1     PURPOSE.  The purpose of this Article 9 is to provide the Committee
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the ability to qualify the Restricted Stock Awards pursuant to Article 7 and the
Performance  Share  Awards  pursuant  to  Article  8  as  "performance-based
compensation"  pursuant to Section 162(m) of the Code.  If the Committee, in its
discretion,  decides  to  grant a Performance-Based Award to a Covered Employee,
the  provisions  of  this  Article  9  shall control over any contrary provision
contained  in  Articles  7  or  8.

     9.2     APPLICABILITY.  This  Article  9  shall apply only to those Covered
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Employees  selected  by  the Committee to receive Performance-Based Awards.  The
Committee  may,  in its discretion, grant Restricted Stock Awards or Performance
Share  Awards  to Covered Employees that do not satisfy the requirements of this
Article  9.  The  designation  of  a  Covered  Employee  as  a Participant for a
Performance Period shall not in any manner entitle the Participant to receive an
Award  for  the  period.  Moreover,  designation  of  a  Covered  Employee  as a
Participant for a particular Performance Period shall not require designation of
such  Covered Employee as a Participant in any subsequent Performance Period and
designation  of  one  Covered  Employee  as  a  Participant  shall  not  require
designation of any other Covered Employees as a Participant in such period or in
any  other  period.

     9.3     DISCRETION  OF  COMMITTEE WITH RESPECT TO PERFORMANCE AWARDS.  With
             ------------------------------------------------------------
regard  to  a  particular  Performance  Period,  the  Committee  shall have full
discretion  to  select  the  length  of  such  Performance  Period,  the type of
Performance-Based  Awards to be issued, the kind and/or level of the Performance
Goal,  and whether the Performance Goal is to apply to the Company, a Subsidiary
or any division or business unit thereof.  Unless otherwise provided in an Award
Agreement,  Performance-Based  Awards  will  be  forfeited  if  a  Participant's
employment  is  terminated  for  Cause.

     9.4     PAYMENT  OR GRANT OF PERFORMANCE AWARDS.  Unless otherwise provided
             ---------------------------------------
in  the  relevant Award Agreement, a Participant must be employed by the Company
or  a  Subsidiary  on the day a Performance Award for such Performance Period is
paid  or  granted  to  the  Participant.  Furthermore,  a  Participant  shall be
eligible  to  receive  payment  pursuant  to  a  Performance-Based  Award  for a
Performance  Period  only if the Performance Goals for such period are achieved.
In  determining  the  actual  size of an individual Performance-Based Award, the
Committee  may  reduce  or  eliminate  the amount of the Performance-Based Award
earned  for the Performance Period, if in its sole and absolute discretion, such
reduction  or  elimination  is  appropriate.

     9.5     MAXIMUM  AWARD  PAYABLE  OR GRANTED.  The maximum Performance-Based
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Award  payable  or  granted  to  any  one Participant pursuant to the Plan for a


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Performance  Period  is  1,000,000  shares  of  Stock,  or  in  the  event  the
Performance-Based  Award  is  paid in cash, such maximum Performance-Based Award
shall  be  determined  by  multiplying 1,000,000 by the Fair Market Value of one
share  of  Stock  as  of  the  date  of  grant  of  the Performance-Based Award.

                                   ARTICLE 10
                         PROVISIONS APPLICABLE TO AWARDS

     10.1     STAND-ALONE AND TANDEM AWARDS.  Awards granted under the Plan may,
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in the discretion of the Committee, be granted either alone or in addition to or
in  tandem  with  any  other  Award  granted  under the Plan.  Awards granted in
addition  to  or  in  tandem with other Awards may be granted either at the same
time  as  or  at  a  different  time  from  the  grant  of  such  other  Awards.

     10.2     EXCHANGE  PROVISIONS.  The  Committee  may  at  any  time offer to
              --------------------
exchange  or  buy out any previously granted Award for a payment in cash, Stock,
or  another  Award  (subject to Section 10.1), based on the terms and conditions
the  Committee  determines  and  communicates to the Participant at the time the
offer  is  made.

     10.3     TERM  OF AWARD.  The term of each Award shall be for the period as
              --------------
determined  by  the  Committee.

     10.4     FORM  OF PAYMENT FOR AWARDS.  Subject to the terms of the Plan and
              ---------------------------
any  applicable  law or Award Agreement, payments or transfers to be made by the
Company or a Subsidiary for the payment of an Award, if any, may be made in such
forms  as  the  Committee  determines  at  or after the time of grant, including
without  limitation,  cash,  promissory  note,  Stock,  other  Awards,  or other
property,  or  any combination, and may be made in a single payment or transfer,
in  installments,  or on a deferred basis, in each case determined in accordance
with  rules  adopted  by,  and  at  the  discretion  of,  the  Committee.

     10.5     LIMITS  ON TRANSFER.  No right or interest of a Participant in any
              -------------------
Award  may  be  pledged, encumbered, or hypothecated to or in favor of any party
other  than  the  Company  or  a  Subsidiary,  or  shall be subject to any lien,
obligation,  or  liability of such Participant to any other party other than the
Company  or  a  Subsidiary.  Except as otherwise provided by the Committee or as
otherwise  provided  in this Plan or in the applicable Award Agreement, no Award
shall  be  assignable or transferable by a Participant other than by will or the
laws  of  descent  and  distribution.

     10.6     BENEFICIARIES.  Notwithstanding  Section  10.5, a Participant may,
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in  the  manner determined by the Committee, designate a beneficiary to exercise
the  rights  of  the Participant and to receive any distribution with respect to
any  Award  upon  the Participant's death.  A beneficiary, legal guardian, legal
representative, or other person claiming any rights under the Plan is subject to
all  terms  and conditions of the Plan and any Award Agreement applicable to the
Participant,  except  to  the  extent  the  Plan  and  Award Agreement otherwise
provide,  and  to any additional restrictions deemed necessary or appropriate by
the  Committee.  If  the Participant is married, a designation of a person other
than  the  Participant's  spouse as his beneficiary with respect to more than 50
percent  of  the  Participant's  interest  in  the  Award shall


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not  be effective without the written consent of the Participant's spouse. If no
beneficiary  has  been  designated or survives the Participant, payment shall be
made  to the person entitled thereto under the Participant's will or the laws of
descent  and  distribution.  Subject to the foregoing, a beneficiary designation
may  be  changed  or revoked by a Participant at any time provided the change or
revocation  is  filed  with  the  Committee.

     10.7     STOCK  CERTIFICATES.  All  Stock  certificates delivered under the
              -------------------
Plan  are  subject  to  any  stop-transfer  orders and other restrictions as the
Committee  deems  necessary  or  advisable  to  comply  with  Federal  or  state
securities  laws, rules and regulations and the rules of any national securities
exchange  or automated quotation system on which the Stock is listed, quoted, or
traded.  The  Committee  may place legends on any Stock certificate to reference
restrictions  applicable  to  the  Stock.

     10.8     CHANGE  OF  CONTROL.  Unless  otherwise  provided  in  an  Award
              -------------------
Agreement, if a Change of Control occurs, the Board shall have the discretion to
remove  all  restrictions  on, or accelerate the vesting of, outstanding Awards.
Upon,  or in anticipation of, such an event, the Committee may cause every Award
outstanding  hereunder  to  terminate  at  a specific time in the future and, if
applicable,  shall  give  each Participant the right to exercise Awards during a
period  of  time  as  the  Committee, in its sole and absolute discretion, shall
determine.

                                   ARTICLE 11
                          CHANGES IN CAPITAL STRUCTURE

     11.1     GENERAL.  In  the  event  a  stock  dividend  is declared upon the
              -------
Stock,  the shares of Stock then subject to each Award (and the number of shares
subject  thereto)  shall  be increased proportionately without any change in the
aggregate purchase price therefore. In the event the Stock shall be changed into
or  exchanged  for  a different number or class of shares of Stock or of another
corporation,  whether  through reorganization, recapitalization, stock split-up,
combination  of shares, merger or consolidation, the Committee has the authority
to substitute for each such share of Stock then subject to each Award the number
and class of shares of Stock into which each outstanding share of Stock shall be
so  exchanged,  all  without  any change in the aggregate purchase price for the
shares  then  subject  to  each  Award.

                                   ARTICLE 12
                     AMENDMENT, MODIFICATION AND TERMINATION

     12.1     AMENDMENT, MODIFICATION AND TERMINATION.  With the approval of the
              ---------------------------------------
Board, at any time and from time to time, the Committee may terminate, amend, or
modify  the  Plan; provided, however, that to the extent necessary and desirable
to  comply  with  any  applicable  law,  regulation, or stock exchange rule, the
Company shall obtain shareholder approval of any Plan amendment in such a manner
and  to  such  a  degree  as  required.

     12.2     AWARDS  PREVIOUSLY  GRANTED.  Except  as otherwise provided in the
              ---------------------------
Plan,  including  without  limitation,  the  provisions  of  Article  10,  no
termination,  amendment,  or  modification of the Plan shall adversely affect in
any  material  way  any  Award  previously  granted  under the Plan, without the
written  consent  of  the  Participant.


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                                   ARTICLE 13
                               GENERAL PROVISIONS

     13.1     NO  RIGHTS  TO  AWARDS.  No  Participant,  employee,  non-employee
              ----------------------
service  provider,  or other person shall have any claim to be granted any Award
under  the Plan, and neither the Company nor the Committee is obligated to treat
Participants,  employees,  non-employee  service  providers,  and  other persons
uniformly.

     13.2     NO STOCKHOLDERS RIGHTS.  No Award gives the Participant any of the
              ----------------------
rights  of  a stockholder of the Company unless and until shares of Stock are in
fact  issued  to  such  person  in  connection  with  such  Award.

     13.3     WITHHOLDING.  The  Company  or  any  Subsidiary  shall  have  the
              -----------
authority and the right to deduct or withhold, or require a Participant to remit
to  the Company, an amount sufficient to satisfy Federal, state, and local taxes
(including  the  Participant's  FICA  obligation) required by law to be withheld
with  respect  to  any  taxable  event  arising  as  a  result  of  this  Plan.

     13.4     NO  RIGHT  TO  EMPLOYMENT OR SERVICES.  Nothing in the Plan or any
              -------------------------------------
Award  Agreement  shall  interfere  with  or  limit  in any way the right of the
Company  or any Subsidiary to terminate any Participant's employment or services
at any time, nor confer upon any Participant any right to continue in the employ
of,  or  to  provide  services  to,  the  Company  or  any  Subsidiary.

     13.5     UNFUNDED  STATUS  OF  AWARDS.  The  Plan  is  intended  to  be  an
              ----------------------------
"unfunded"  plan  for  incentive compensation.  With respect to any payments not
yet made to a Participant pursuant to an Award, nothing contained in the Plan or
any  Award Agreement shall give the Participant any rights that are greater than
those  of  a  general  creditor  of  the  Company  or  any  Subsidiary.

     13.6     INDEMNIFICATION.  To  the  extent  allowable under applicable law,
              ---------------
each  member  of  the  Committee  or  of the Board shall be indemnified and held
harmless  by  the Company from any loss, cost, liability, or expense that may be
imposed  upon  or  reasonably  incurred  by  such  member  in connection with or
resulting  from any claim, action, suit, or proceeding to which he or she may be
a party or in which he or she may be involved by reason of any action or failure
to  act  under  the Plan and against and from any and all amounts paid by him or
her  in satisfaction of judgment in such action, suit, or proceeding against him
or  her provided he or she gives the Company an opportunity, at its own expense,
to  handle  and defend the same before he or she undertakes to handle and defend
it  on  his or her own behalf.  The foregoing right of indemnification shall not
be exclusive of any other rights of indemnification to which such persons may be
entitled under the Company's Articles of Incorporation or Bylaws, as a matter of
law,  or  otherwise, or any power that the Company may have to indemnify them or
hold  them  harmless.

     13.7     RELATIONSHIP  TO  OTHER BENEFITS.  No payment under the Plan shall
              --------------------------------
be taken into account in determining any benefits under any pension, retirement,
savings,  profit  sharing, group insurance, welfare or other benefit plan of the
Company  or  any  Subsidiary.


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     13.8     EXPENSES.  The  expenses  of administering the Plan shall be borne
              --------
by  the  Company  and  its  Subsidiaries.

     13.9     TITLES  AND  HEADINGS.  The titles and headings of the Sections in
              ---------------------
the  Plan  are  for  convenience  of  reference  only,  and  in the event of any
conflict,  the  text  of  the  Plan,  rather than such titles or headings, shall
control.

     13.10     FRACTIONAL SHARES.  No fractional shares of stock shall be issued
               -----------------
and  the  Committee  shall  determine,  in its discretion, whether cash shall be
given  in  lieu  of fractional shares or whether such fractional shares shall be
eliminated  by  rounding  up  or  down  as  appropriate.

     13.11     SECURITIES LAW COMPLIANCE.  With respect to any person who is, on
               -------------------------
the  relevant  date,  obligated to file reports under Section 16 of the Exchange
Act,  transactions  under  this  Plan are intended to comply with all applicable
conditions  of  Rule  16b-3  or  its  successors under the Exchange Act.  To the
extent  any provision of the Plan or action by the Committee fails to so comply,
it shall be void to the extent permitted by law and voidable as deemed advisable
by  the  Committee.

     13.12     GOVERNMENT  AND OTHER REGULATIONS.  The obligation of the Company
               ---------------------------------
to  make  payment  of  awards  in  Stock  or  otherwise  shall be subject to all
applicable  laws,  rules,  and  regulations, and to such approvals by government
agencies  as  may  be  required.  The  Company  shall  be under no obligation to
register  under  the Securities Act of 1933, as amended (the "1933 Act"), any of
the  shares of Stock paid under the Plan.  If the shares paid under the Plan may
in  certain  circumstances  be  exempt from registration under the 1933 Act, the
Company  may  restrict  the  transfer  of such shares in such manner as it deems
advisable  to  ensure  the  availability  of  any  such  exemption.

     13.13     GOVERNING  LAW.  The  Plan  and  all  Award  Agreements  shall be
               --------------
construed  in  accordance with and governed by the laws of the State of Arizona.




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