SITEK, INCORPORATED
                            1999 STOCK INCENTIVE PLAN
                             as amended and restated


I. INTRODUCTION

         1.01 PURPOSE. This plan shall be known as the SITEK,  Incorporated 1999
Stock Incentive Plan (the "1999 Plan" or the "Plan"). The purpose of the Plan is
to provide  incentive for key employees and directors,  independent  contractors
and consultants of SITEK, Incorporated and its Subsidiaries to improve corporate
performance  on a long- term basis,  and to attract and retain key employees and
qualified directors.

         1.02  EFFECTIVE  DATE.  The  effective  date of the 1999 Plan  shall be
January 19, 1999,  subject to approval of the 1999 Plan by the  shareholders  of
SITEK, Incorporated at the 1999 annual meeting. Any Awards granted prior to such
shareholder  approval  shall be  expressly  conditioned  upon  such  shareholder
approval of the Plan.

II. PLAN DEFINITIONS

         2.01 DEFINITIONS.  For Plan purposes,  except where the context clearly
indicates  otherwise,  the  following  terms shall have the  meanings  set forth
below:

          (a)  "AWARD"  shall  mean  the  grant  of any  form of  stock  option,
               restricted stock or stock appreciation right.

          (b)  "BOARD" shall mean the Board of Directors of the Company.


          (c)  "CODE" shall mean the Internal  Revenue Code of 1986,  as amended
               from time to time.


          (d)  "COMMITTEE"  shall mean the Compensation  Committee of the Board,
               as described in Section 4.01.


          (e)  "COMPANY" shall mean SITEK, Incorporated, a Delaware corporation.


          (f)  "COMPANY  STOCK"  shall mean Common Stock of the Company and such
               other  stock  and  securities  as  may  be  substituted  therefor
               pursuant to Section 3.02.

          (g)  "ELIGIBLE  PARTICIPANT"  shall mean any regular salaried employee
               of  the  Company  or  a  Subsidiary  who  satisfies  all  of  the
               requirements  of  Section  5.01  and  any  director,  independent
               contractor or consultant of the Company;  provided,  however that
               any director, independent contractor or consultant of the Company
               who is not also an employee of the Company  shall not be eligible
               to receive an incentive stock option and independent  contractors
               and  consultants  shall be eligible  only if (i) they are natural
               persons,  (ii) they provide bona fide services to the Company and
               (iii) the services  they provide are not in  connection  with the
               offer or sale of the  Company's  securities  in a  capitalraising
               transaction,  and  do  not  directly  or  indirectly  promote  or
               maintain a market for the Company's securities.

          (h)  "FAIR  MARKET  VALUE" on any date  shall  mean,  with  respect to
               Company  Stock,  if the  stock is then  listed  and  traded  on a
               registered  national  securities  exchange,  or is  quoted in the
               NASDAQ National Market System,  the mean of the high and low sale
               prices recorded in composite transactions as reported in the WALL
               STREET  JOURNAL  (Western  Edition).  In the  absence of reported
               sales on such  date,  or if the stock is not so listed or quoted,

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               but is traded in the overthecounter  market,  "Fair Market Value"
               shall be the mean of the  closing  bid and asked  prices for such
               shares  on such  date as  reported  in the  WALL  STREET  JOURNAL
               (Western Edition), or, if not so reported as obtained from a bona
               fide market maker in such shares.  Notwithstanding the foregoing,
               at  any  time  when  the  Company  Stock  is  not  traded  in the
               overthecounter  market or there is no bona fide market  maker for
               the  Company  Stock  or the  Board  determines  that,  due to the
               limited trading activity in the Company Stock, the reported sales
               or bid and ask  prices  for the  Company  Stock do not  represent
               actual fair market  value,  "Fair  Market  Value"  shall mean the
               value of the Company Stock as reasonably  determined by the Board
               based on the then  enterprise  value of the  Company  without any
               discount for illiquidity or trading  restrictions which may apply
               to shares of Company Stock.

          (i)  "GRANTEE"  shall mean any  person  who has been  granted an Award
               under the Plan.

          (j)  "OPTION  PERIOD" shall mean the period of time provided  pursuant
               to Section 6.04 within which a stock option may be exercised.

          (k)  "SUBSIDIARY"  shall  mean any  corporation  now or  hereafter  in
               existence in which the Company owns,  directly or  indirectly,  a
               voting stock interest of more than 50%.

III. SHARES SUBJECT TO OPTION

         3.01 AVAILABLE SHARES. The total number of shares of Company Stock that
may be issued  under the  Plan,  shall in the  aggregate  not  exceed  2,000,000
shares.  Shares  subject  to and  not  issued  under  an  Award  which  expires,
terminates, is canceled or forfeited for any reason shall again become available
for the granting of Awards.

         3.02 CHANGES IN THE NUMBER OF AVAILABLE  SHARES.  If any stock dividend
is  declared  upon the  Company  Stock,  or if there is any stock  split,  stock
distribution,  dividend in partial liquidation, or other recapitalization of the
Company, the aggregate number and kind of shares which may thereafter be offered
under the Plan shall, in the discretion of the Committee, be proportionately and
appropriately adjusted and the number and kind of shares then subject to options
granted to  employees  under the Plan and the per share  option  price  therefor
shall be proportionately and appropriately  adjusted,  without any change in the
aggregate purchase prices to be paid therefor.

IV. ADMINISTRATION

         4.01 ADMINISTRATION BY THE COMMITTEE. The Plan shall be administered by
the Compensation Committee of the Board, or such other committee of the Board as
the Board may from time to time determine. The Committee shall be constituted so
as to permit the Plan to comply  with the  provisions  of Rule  16b-3  under the
Securities  Exchange Act of 1934 (or any successor  rule) and Section  162(m) of
the Code.

         4.02 COMMITTEE POWERS.  The Committee is empowered to adopt such rules,
regulations and procedures and take such other action as it shall deem necessary
or proper for the administration of the Plan and, in its discretion, may modify,
extend or renew any option  theretofore  granted.  The Committee shall also have
authority  to  interpret  the Plan,  and the  decision of the  Committee  on any
questions  concerning  the  interpretation  of  the  Plan  shall  be  final  and
conclusive.  The Committee may consult with counsel,  who may be counsel for the
Company, and shall not incur any liability for any action taken in good faith in
reliance upon the advice of counsel. The Committee may adopt such procedures and
subplans as are necessary or appropriate to permit  participation in the Plan by
Eligible  Participants  who are foreign  nationals  or  employed  outside of the
United States.

         Subject to the  provisions of the Plan,  the Committee  shall have full
and final authority to:

          (a)  designate the persons to whom Awards shall be granted;

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          (b)  grant  Awards in such  form and  amount  as the  Committee  shall
               determine;

          (c)  impose such  limitations,  restrictions  and conditions  upon any
               such Award as the Committee shall deem appropriate, and

          (d)  waive  in  whole  or in part  any  limitations,  restrictions  or
               conditions  imposed  upon any such Award as the  Committee  shall
               deem appropriate.

V. PARTICIPATION

         5.01  ELIGIBILITY.  Key  employees and directors of the Company and its
Subsidiaries  (including officers and employees who may be members of the Board)
who,  in the sole  opinion of the  Committee,  contribute  significantly  to the
growth and success of the Company or a  Subsidiary  shall be eligible for Awards
under the Plan. From among all such Eligible  Participants,  the Committee shall
determine from time to time those Eligible  Participants to whom Awards shall be
granted.  No Eligible  Participants  may be granted an Award or Awards  covering
more than  150,000  shares of Company  Stock in any calendar  year.  No Eligible
Participant  shall  have any right  whatsoever  to  receive  an Award  unless so
determined by the Committee.

         5.02  NO  EMPLOYMENT  RIGHTS.  The  Plan  shall  not  be  construed  as
conferring  any rights upon any person for a  continuation  of  employment,  nor
shall it interfere with the rights of the Company or any Subsidiary to terminate
the employment of any person or to take any other action affecting such person.

VI. STOCK OPTIONS

         6.01 GENERAL.  Stock options  granted under the Plan may be in the form
of  incentive  stock  options  (within the meaning of the Code) or  nonqualified
stock options.  Each option granted under the Plan shall be evidenced by a stock
option  agreement  between the Company and the Grantee  which shall  contain the
terms and  conditions  required  by this  Article  VI, and such other  terms and
conditions,  not inconsistent herewith, as the Committee may deem appropriate in
each case.  Without limiting the generality of the foregoing,  the Committee may
condition the exercise of stock options upon the attainment of specified  levels
of revenue,  earnings per share, net income,  return on equity, return on sales,
stock price,  costs,  individual  performance  measures or such other factors or
criteria as the Committee shall determine.
The  provisions  of  option  grants  need not be the same with  respect  to each
recipient.

         6.02  OPTION  PRICE.  The price at which each  share of  Company  Stock
covered by an option may be purchased  shall be  determined  in each case by the
Committee and set forth in each stock option  agreement.  In no event shall such
price be less than 100% of the Fair Market  Value of the Company  Stock when the
option is  granted.  Notwithstanding  the  foregoing,  the  Committee  may grant
nonqualified  stock  options  with an option price of less than 100% of the Fair
Market Value of the Company Stock on the condition  that the Grantee make a cash
payment to the Company on the date of grant of at least the  difference  between
the Fair Market Value of the Company  Stock and the option price (i.e.,  the sum
of the cash  payment  and the option  price must be equal to or in excess of the
Fair Market Value of the Company Stock on the date of grant). Employees who own,
directly or indirectly, within the meaning of Code Section 425(d), more than 10%
of the  voting  power of all  classes  of stock of the  Company or any parent or
subsidiary  corporation  shall not be  eligible  to receive an  incentive  stock
option  hereunder  unless the  purchase  price per share under such option is at
least 110% of the Fair Market Value of the stock  subject to the option and such
option by its terms is not  exercisable  after the expiration of five years from
the date such option is granted.

         6.03 DATE OPTION  GRANTED.  For  purposes of the Plan,  a stock  option
shall be  considered  as having been granted on the date on which the  Committee
authorized the grant of the option,  except where the Committee has designated a
later date, in which event the later date shall  constitute the date of grant of
the option;  provided,  however,  that in either case notice of the grant of the
option shall be given to the employee within a reasonable time.

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         6.04 PERIOD FOR EXERCISE.  Each stock option  agreement shall state the
period or  periods of time  within  which the  option  may be  exercised  by the
Grantee,  in whole or in part,  which  shall be the period or periods of time as
may be determined by the Committee, provided that:

          (a)  No Option  Period  for an  incentive  stock  option may exceed 10
               years from the date the option is granted, and

          (b)  Options  must be  exercised  while the Grantee is employed by the
               Company or a Subsidiary or within three months after  termination
               of   employment,   or  if  termination  is  caused  by  death  or
               disability, within one year after such termination.

          (c)  Unless permitted by the Committee,  no option may be exercised by
               an employee who has been  terminated for cause,  as determined by
               the Committee.

         6.05 SPECIAL RULE FOR INCENTIVE  STOCK OPTIONS.  For so long as Section
422 (or any  successor  provision) of the Code so provides,  the aggregate  Fair
Market Value  (determined as of the date the incentive  stock option is granted)
of the  number of shares  with  respect to which  incentive  stock  options  are
exercisable  for the first time by a Grantee  during any calendar year shall not
exceed $100,000 or such other limit as may be required by the Code.

         6.06 METHOD OF EXERCISE.  Subject to Section  6.04,  each option may be
exercised in whole or in part from time to time as specified in the stock option
agreement.  Each Grantee may exercise an option by giving  written notice of the
exercise  to the  Company,  specifying  the  number of  shares to be  purchased,
accompanied  by payment in full of the  purchase  price  therefor.  The purchase
price may be paid in cash, by check, or, with the approval of the Committee,  by
delivering  shares of Company  Stock which have been  beneficially  owned by the
Grantee,  the  Grantee's  spouse,  or both of them for a period  of at least six
months prior to the time of exercise  ("Delivered  Stock") or a  combination  of
cash and  Delivered  Stock.  Delivered  Stock shall be valued at its Fair Market
Value  determined as of the date of exercise of the option.  No Grantee shall be
under any obligation to exercise any option  hereunder.  The holder of an option
shall not have any rights of a stockholder with respect to the shares subject to
the option until such shares shall have been delivered to him or her.

         6.07 MERGER, CONSOLIDATION OR REORGANIZATION. In the event of a merger,
consolidation or reorganization with another corporation in which the Company is
not the surviving corporation, the Committee may, subject to the approval of the
Board of Directors of the Company,  or the board of directors of any corporation
assuming the obligations of the Company  hereunder,  take action  regarding each
outstanding and unexercised option pursuant to either clause (a) or (b) below:

          (a)  Appropriate  provision  may be made  for the  protection  of such
               option by the  substitution  on an equitable basis of appropriate
               shares of the surviving corporation,  provided that the excess of
               the  aggregate  Fair Market  Value of the shares  subject to such
               option  immediately  before such  substitution  over the exercise
               price thereof is not more than the excess of the  aggregate  fair
               market  value of the  substituted  shares made  subject to option
               immediately  after  such  substitution  over the  exercise  price
               thereof; or

          (b)  The Committee may cancel such option. In such event, the Company,
               or the  corporation  assuming  the  obligations  of  the  Company
               hereunder,  shall pay the employee an amount of cash (less normal
               withholding taxes) equal to the excess of the highest Fair Market
               Value per share of the  Company  Stock  during the 60-day  period
               immediately preceding the merger, consolidation or reorganization
               over the  option  exercise  price,  multiplied  by the  number of
               shares subject to such option.

         6.08  SUBSTITUTE  OPTIONS.  Notwithstanding  the provisions of Sections
6.02 and 6.03 above,  if the Company or a Subsidiary  consummates  a transaction
described in Section  424(a) of the Code (e.g.,  the  acquisition of property or

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stock from an unrelated  corporation),  persons who become Eligible Participants
on  account of such  transaction  may be granted  options  in  substitution  for
options  granted  by their  former  employer.  If such  substitute  options  are
granted,  the Committee,  in its sole  discretion  and  consistent  with Section
424(a) of the Code,  may determine  that such  substitute  options shall have an
exercise  price  less than 100% of the Fair  Market  Value of the  shares on the
grant date.

VII. RESTRICTED STOCK

         7.01  ADMINISTRATION.  Shares of restricted  stock may be issued either
alone or in addition to other Awards  granted  under the Plan;  provided  that a
maximum of 150,000  shares of  restricted  stock may be granted in any  calendar
year. The Committee  shall  determine the Eligible  Participants to whom and the
time or times at which grants of  restricted  stock will be made,  the number of
shares to be awarded,  the time or times within which such Awards may be subject
to forfeiture  and any other terms and  conditions of the Awards.  The Committee
may  condition the grant of  restricted  stock upon the  attainment of specified
levels of revenue,  earnings per share, net income,  return on equity, return on
sales, stock price, costs, individual performance measures or such other factors
or criteria as the Committee shall determine. The provisions of restricted stock
Awards need not be the same with respect to each recipient.

         7.02 AWARDS AND  CERTIFICATES.  Each individual  receiving a restricted
stock  Award  shall  be  issued a  certificate  in  respect  of such  shares  of
restricted  stock.  Such  certificate  shall be  registered  in the name of such
individual  and  shall  bear  an  appropriate  legend  referring  to the  terms,
conditions,  and  restrictions  applicable to such Award,  substantially  in the
following form:

         "The  transferability  of this  certificate  and the  shares  of  stock
         represented  hereby are subject to the terms and conditions  (including
         forfeiture) of the SITEK,  Incorporated 1999 Stock Incentive Plan and a
         Restricted  Stock  Agreement.  Copies of such Plan and Agreement are on
         file at the offices of SITEK, Incorporated."

The Committee may require that the  certificates  evidencing such shares be held
in custody by the Company until the  restrictions  thereon shall have lapsed and
that,  as a condition  of any  restricted  stock Award,  the Grantee  shall have
delivered  a stock  power,  endorsed in blank,  relating  to the  Company  Stock
covered by such Award.

         7.03 TERMS AND CONDITIONS.  Shares of restricted stock shall be subject
to the following terms and conditions:

          (a)  Until the applicable restrictions lapse, the Grantee shall not be
               permitted to sell, assign, transfer, pledge or otherwise encumber
               shares of restricted stock.

          (b)  The Grantee shall have,  with respect to the shares of restricted
               stock,  all of  the  rights  of a  stockholder  of  the  Company,
               including  the right to vote the  shares and the right to receive
               any cash dividends. Unless otherwise determined by the Committee,
               cash dividends shall be automatically  paid in cash and dividends
               payable in Company  Stock shall be paid in the form of additional
               restricted stock.

          (c)  Except  to  the  extent  otherwise  provided  in  the  applicable
               Restricted  Stock  Agreement  and (d)  below,  all  shares  still
               subject to  restriction  shall be  forfeited  by the Grantee upon
               termination of a Grantee's employment for any reason.

          (d)  In the event of  hardship  or other  special  circumstances  of a
               Grantee whose employment is involun tarily terminated (other than
               for cause),  the  Committee  may waive in whole or in part any or
               all remaining  restrictions with respect to such Grantee's shares
               of restricted stock.

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          (e)  If  and  when  the  applicable   restrictions  lapse,  unlegended
               certificates for such shares shall be delivered to the Grantee.

          (f)  Each Award shall be confirmed by, and be subject to the terms of,
               a Restricted Stock Agreement.

VIII. STOCK APPRECIATION RIGHTS

         8.01 SAR GRANTS.  Stock  Appreciation  Rights  ("SARs")  may be granted
alone or in  addition  to other  Awards  under the  Plan.  The  Committee  shall
determine the Eligible  Participants  to whom and the time or times at which SAR
grants will be made. The Committee  shall have complete  discretion to determine
the number of shares to which each SAR applies and the terms and  conditions  of
the SARs granted  under the Plan;  provided  that the  exercise  price of an SAR
shall not be less than 100% of the Fair  Market  Value of  Company  Stock on the
date the SAR is granted.  Without limiting the generality of the foregoing,  the
Committee  may  condition  the  exercise of stock  appreciation  rights upon the
attainment  of  specified  levels of revenue,  earnings  per share,  net income,
return on assets,  return on sales, customer  satisfaction,  stock price, costs,
individual  performance  measures  or such  other  factors  or  criteria  as the
Committee  shall  determine.  Each SAR grant shall be  evidenced by an agreement
that shall contain the terms and conditions of the SAR Award.  The provisions of
each SAR Award need not be the same with respect to each recipient.

         8.02 METHOD OF  EXERCISE.  An SAR may be  exercised in whole or in part
from time to time as specified in the SAR  agreement.  Each Grantee may exercise
an SAR by giving written  notice of the exercise to the Company,  specifying the
number of shares with respect to which the SAR is being exercised.

         8.03 PAYMENT OF SAR AMOUNT. Upon exercise of an SAR, a Grantee shall be
entitled to receive from the Company an amount  determined by  multiplying:  (a)
the difference between the Fair Market Value of the Company Stock on the date of
exercise over the exercise price; times (b) the number of shares with respect to
which the SAR is exercised. At the discretion of the Committee, the payment upon
SAR exercise may be in cash, in shares of Company  Stock of equivalent  value or
in some combination thereof.

IX. WITHHOLDING TAXES.

         9.01 GENERAL RULE.  Pursuant to applicable  federal and state laws, the
Company is or may be required to collect  withholding taxes upon the exercise of
an Award or the lapse of stock  restrictions.  The  Company  may  require,  as a
condition to the  exercise of an Award or the  issuance of a stock  certificate,
that the  Grantee  concurrently  pay to the  Company  (either in cash or, at the
request of Grantee but in the  discretion  of the  Committee and subject to such
rules and regulations as the Committee may adopt from time to time, in shares of
Delivered  Stock) the entire  amount or a portion of any taxes which the Company
is required to withhold by reason of such exercise or lapse of restrictions,  in
such amount as the Committee or the Company in its discretion may determine.

          9.02 WITHHOLDING  FROM SHARES TO BE ISSUED.  In lieu of part or all of
any such payment,  the Grantee may elect,  subject to such rules and regulations
as the  Committee  may adopt from time to time,  or the Company may require that
the Company withhold from the shares to be issued that number of shares having a
Fair Market Value equal to the amount which the Company is required to withhold.

X. GENERAL

              10.01  NONTRANSFERABILITY.  No Award  shall be  transferable  by a
Grantee otherwise than by will or the laws of descent and distribution, provided
that in accordance with Internal Revenue Service guidance, the Committee, in its
discretion, may grant nonqualified stock options that are transferable,  without
payment  of  consideration,  to family  members  of the  Grantee or to trusts or
partnerships for such family members.  The Committee may also amend  outstanding
stock options to provide for such transferability.

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         10.02  GENERAL  RESTRICTION.   Each  Award  shall  be  subject  to  the
requirement that if at any time the Board or the Committee shall  determine,  in
its discretion, that the listing,  registration,  or qualification of securities
upon any  securities  exchange or under any state or federal law, or the consent
or approval of any  government  regulatory  body, is necessary or desirable as a
condition of, or in connection  with, the granting of such Award or the issue or
purchase of securities  thereunder,  such Award may not be exercised in whole or
in part unless such listing,  registration,  qualification,  consent or approval
shall have been effected or obtained free of any  conditions  not  acceptable to
the Board or the Committee.

         10.03  EXPIRATION AND  TERMINATION OF THE PLAN. The Plan will terminate
10 years  after  the  effective  date of the  Plan,  except  as to  Awards  then
outstanding  under the Plan, which Awards shall remain in effect until they have
been exercised,  the restrictions have lapsed or the Awards have expired or been
forfeited.  The Plan may be abandoned or  terminated at any time by the Board of
Directors  of the Company,  except with  respect to any Awards then  outstanding
under the Plan.

         10.04  AMENDMENTS.  The  Board  may from  time to time  amend,  modify,
suspend or terminate the Plan; pro-vided,  however, that no such action shall be
made without  shareholder  approval where such change would be required in order
to comply  with Rule 16b-3  under the  Securities  Exchange  Act of 1934 (or any
successor rule) or the Code.  Subject to the terms and conditions and within the
limitations of the Plan, the Committee may modify,  extend or renew  outstanding
Awards granted under the Plan,  accept the surrender of outstanding  options (to
the extent not theretofore exercised),  reduce the exercise price of outstanding
options,  or authorize the granting of new options in substitution  therefor (to
the  extent  not  theretofore  exercised).  Notwithstanding  the  foregoing,  no
modification of an Award (either  directly or through  modification of the Plan)
shall,  without  the consent of the  Grantee,  alter or impair any rights of the
Grantee under the Award.

         10.05 CONSTRUCTION.  Except as otherwise required by applicable federal
laws, or by the General Corporation Law of the State of Delaware, the Plan shall
be governed  by, and  construed  in  accordance  with,  the laws of the State of
Arizona.

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