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                                                                   Exhibit 10(i)

                       Service Systems International, Ltd.
                      1999 Long-Term Equity Incentive Plan

Section 1. Purpose

Service Systems International, Ltd. (hereinafter referred to as the
"Company"), a Nevada corporation, hereby establishes the 1999 Long-Term
Equity Incentive Plan (the "Plan") to promote the interests of the Company
and its shareholders through the (i) attraction and retention of directors,
executive officers and other key employees essential to the success of the
Company; (ii) motivation of executive officers and other key employees using
performance related and stock based incentives linked to longer range
performance goals and the interests of Company shareholders; and (iii)
enabling of these directors and employees to share in the long term growth
and success of the Company. The Plan permits the grant of Nonqualified Stock
Options, Incentive Stock Options (intended to qualify under Section 422 of
the Internal Revenue Code of 1986, as amended), Restricted Stock, and
Performance Shares, subject to the provisions of this Plan document and
applicable law.

Section 2.  Effective Date and Duration

The Plan was approved by the Committee and the Board of Directors on December
17, 1999. The Plan shall be effective on December 17, 1999; however, any Award
granted under this Plan before the Plan is approved by shareholders, shall be
granted subject to shareholder approval of the Plan if that approval is, in the
sole determination of the Board of Directors, required for any reason. The Plan
shall expire on December 17, 2009; however, all Awards made before, and
outstanding on that date, shall remain valid in accordance with their terms and
conditions.

Section 3.  Definitions

Except as otherwise defined in the Plan, the following terms shall have the
meanings set forth below:

3.1 "Affiliate" shall have the meaning ascribed to such term in Rule 12b 2 under
the Exchange Act.

3.2 "Award" means, individually or collectively, a grant under this Plan of
Nonqualified Stock Options, Incentive Stock Options, Restricted Stock, or
Performance Shares.

3.3 "Award Date" or "Grant Date" means the date on which an Award is made by the
Committee under this Plan.


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3.4 "Award Agreement" or "Agreement" means a written agreement implementing the
grant of each Award signed by an authorized officer of the Company and by the
Participant.

3.5 "Beneficial Owner" shall have the meaning ascribed to such term in Rule 13d
3 under the Exchange Act.

3.6 "Board" or "Board of Directors" means the Board of Directors of the Company.

3.7 "Cashless Exercise" means the exercise of an Option by the Participant
through the use of a brokerage firm to make payment to the Company of the
exercise price either from the proceeds of a loan to the Participant from the
brokerage firm or from the proceeds of the sale of Stock issued pursuant to the
exercise of the Option, and upon receipt of such payment, the Company delivers
the exercised Shares to the brokerage firm. The date of exercise of a Cashless
Exercise shall be the date the broker executes the sale of exercised Shares, or
if no sale is made, the date the broker receives the exercise loan notice from
the Participant to pay the Company for the exercised Shares.

3.8 "Change in Control" means a change in control of the Company of a nature
that would be required to be reported in response to Item 1(a) of the Current
Report on Form 8 K, as in effect on the date hereof, pursuant to Section 13 or
15(d) of the Exchange Act; provided, that without limitation, such a Change in
Control shall be deemed to have occurred at such time as a "person" (as used in
Section 14(d) of the Exchange Act) is or becomes the "beneficial owner" (as
defined in Rule 13d 3 under the Exchange Act), directly or indirectly, of 15% or
more of the combined voting power of the Company's outstanding securities
ordinarily having the right to vote in elections of directors; or (b)
individuals who constitute the Board of Directors of the Company on the date
hereof (the "Incumbent Board") cease for any reason to constitute at least a
majority thereof, provided that any person becoming a Director subsequent to the
date hereof whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the Directors
comprising the Incumbent Board shall be, for purposes of this subsection (b),
considered as though such person were a member of the Incumbent Board.
Notwithstanding the foregoing definition, no Change in Control shall be deemed
to have occurred unless and until the Participant has actual knowledge from one
of the following sources: a report filed with the Securities and Exchange
Commission, a public statement issued by the Company, or a periodical of general
circulation, including but not limited to The New York Times or The Wall Street
Journal.

3.9 "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

3.10 "Committee" means the Compensation Committee of the Board which will
administer the Plan pursuant to Section 4 herein.3.11 "Common Stock" or "Stock"
means the Common Stock of the Company, or such other security or right or
instrument into which such Common Stock may be changed or converted in the
future.

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3.12 "Company" means Service Systems International, Ltd., including all
Affiliates and Subsidiaries, or any successor thereto.

3.13 "Covered Participant" means a Participant who is a "covered employee" as
defined in Section 162(m)(3) of the Code, and the regulations promulgated
thereunder.

3.14 "Department" means the Department of the Company responsible for Human
Resources.

3.15 "Designated Beneficiary" means the beneficiary designated by the
Participant, pursuant to procedures established by the Department, to receive
amounts due to the Participant in the event of the Participant's death. If the
Participant does not make an effective designation, then the Designated
Beneficiary will be deemed to be the Participant's estate.

3.16 "Director" shall mean a non-employee member of the Board of Directors as
defined in Rule 16b.

3.17 "Disability" means (i) the mental or physical disability, either
occupational or non-occupational in origin, of the Participant defined as "total
disability" in the Long term Disability Plan of the Company currently in effect
and as amended from time to time; or (ii) a determination by the Committee of
"Total Disability" based on medical evidence that precludes the Participant from
engaging in any occupation or employment for wage or profit for at least twelve
months and appears to be permanent.

3.18 "Divestiture" means the sale of, or closing by, the Company of the business
operations in which the Participant is employed.

3.19 "Early Retirement" means retirement of a Participant from employment with
the Company after age 55, but before the Company's normal retirement date as
stated in its employee policies.

3.20 "Exchange Act" means the Securities Exchange Act of 1934, as amended.

3.21 "Executive Officer" means those individuals designated as "officers" for
purposes of Section 16 of the Securities Exchange Act of 1934 by the Board.

3.22 "Fair Market Value" means, on any given date, the closing price of the
Stock as reported on the NASDAQ on the immediately preceding trading day, all as
reported by such source as the Committee may select.

3.23 "Full time Employee" means an employee designated by the Company as being a
"regular, full time employee" who is eligible for all plans and programs of the
Company set forth for those employees. This designation includes all part time,
temporary, leased or contract employees who work for the Company more than 10
hours a week,

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consultants and product sales agents and representatives to the Company, all of
whom would be eligible to be included in a registration statement with the
Securities and Exchange Commission on a Form S-8.

3.24 "Incentive Stock Option" or "ISO" means an option to purchase Stock,
granted under Section 7 herein, which is designated as an incentive stock option
and is intended to meet the requirements of Section 422 of the Code.

3.25 "Key Employee" means an officer or other employee of the Company, who, in
the opinion of the Committee, can contribute significantly to the growth and
profitability of, or perform services of major importance to, the Company.

3.26 "Nonqualified Stock Option" or "NQSO" means an Option to purchase Stock,
granted under Section 7 herein, which is not intended to be an Incentive Stock
Option.

3.27 "Normal Retirement" means the retirement of any Participant under the
Company's regular policies at age 65.

3.28 "Option" means an Incentive Stock Option or a Nonqualified Stock Option.

3.29 "Participant" means a Key Employee or Director who has been granted an
Award under the Plan.

3.30 "Performance Based Exception" means the performance based exception from
the tax deductibility limitations of Code Section 162(m).

3.31 "Performance Measures" mean, unless and until the Committee proposes for
shareholder approval and the Company's shareholders approve a change in the
general performance measures set forth in this article, the attainment of which
may determine the degree of payout and/or vesting with respect to Awards which
are designed to qualify for the Performance Based Exception, measure(s) chosen
from among the following alternatives:

(a)  Total shareholder return (absolute or peer group comparative)

(b) Stock price increase (absolute or peer group comparative)

(c) Dividend payout as a percentage of net income (absolute or peer group
comparative)

(d) Return on equity (absolute or peer group comparative)

(e) Return on capital employed (absolute or peer group comparative)

(f) Cash flow, including operating cash flow, free cash flow, discounted cash
flow return on investment, and cash flow in excess of cost of capital

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(g) Economic value added (income in excess of capital costs)

(h) Market share

(i) Earnings Per Share (absolute or peer group performance)

(j) Growth in Earnings per share (absolute or peer group performance)

(k) Net income (either pre-tax or after tax and either absolute or peer group
performance)

(l) Operating earnings, earnings before interest and taxes ("EBIT") and earnings
before interest, taxes, depreciation and amortization ("EBITDA") (absolute or
peer group performance)

(m)  Annual revenues and growth in revenues (absolute or peer group performance)

(n)  Reduction of debt to asset ratio

(o)  Increase in number of marketing Agents/Representatives

(p)  Attainment of specific Standard approvals, including but not limited to,
     product acceptance for sale in the State of California under Title 22,
     International Standard Association Approval (ISO 9000 series and ISO 14000
     series), Canadian Standard Association Product Approval (CSA), Underwriters
     Laboratories Approval (UL)

(q)  Attainment of purchase order, task or project, on schedule, at contract or
     budgeted price, with required or targeted result achieved

(r)  Company implementation of a participant's recommendation or suggestion
     resulting in a reduction of product cost or substantial increase in product
     performance

(s)  Increase or realignment of marketing efforts resulting in an increase in
     product sales of more than 10% from the previous fiscal year or defined
     financial period.

3.32 "Performance Period" means the time period designated by the Committee
during which performance goals must be met.

3.33 "Performance Share" means an Award, designated as a Performance Share,
granted to a Participant pursuant to Section 9 herein, the value of which is
determined, in whole or in part, by the value of Stock in a manner deemed
appropriate by the Committee and described in the Agreement or Sub Plan.

3.34 "Period of Restriction" means the period during which the transfer of
Shares of Restricted Stock is restricted, pursuant to Section 8 of the Plan.

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3.35 "Person" shall have the meaning ascribed to such term in Section 3 (a) (9)
of the Exchange Act and used in Sections 13 (d) and 14 (d) thereof, including a
"group" as defined in Section 13 (d).

3.36 "Plan" means the Service Systems International, Ltd. 1999 Long-Term Equity
Incentive Plan as herein described and as hereafter from time to time amended.

3.37 "Restricted Stock" means an Award of Stock granted to a Participant
pursuant to Section 8 of the Plan.

3.38 "Rule 16b 3" means Rule 16b 3 under Section 16(b) of the Exchange Act as
adopted in Exchange Act Release No. 34 37260 (May 31, 1996, effective August 15,
1996), or any successor rule as amended from time to time.

3.39 "Section 162(m)" means Section 162(m) of the Code, or any successor section
under the Code, as amended from time to time and as interpreted by final or
proposed regulations promulgated thereunder from time to time.

3.40 "Securities Act" means the Securities Act of 1933 and the rules and
regulations promulgated thereunder, or any successor law, as amended from time
to time.

3.41 "Stock" or "Shares" means the Common Stock of the Company.

3.42 "Sub Plan" means a written document that permits the grant of Awards
consistent with the provisions of this Plan.

3.43 "Subsidiary" means a corporation in which the Company owns, either directly
or through one or more of its Subsidiaries, at least 50% of the total combined
voting power of all classes of stock.

Section 4.  Administration

4.1 The Committee. The Plan shall be administered and interpreted by the
Committee, which shall have full authority and all powers necessary or desirable
for such administration. The express grant in this Plan of any specific power to
the Committee shall not be construed as limiting any power or authority of the
Committee. In its sole and complete discretion the Committee may adopt, alter,
suspend and repeal any such administrative rules, regulations, guidelines, and
practices governing the operation of the Plan as it shall from time to time deem
advisable. In addition to any other powers and, subject to the provisions of the
Plan, the Committee shall have the following specific powers: (i) to determine
the terms and conditions upon which the Awards may be made and exercised; (ii)
to determine all terms and provisions of each Agreement and/or Sub Plan, which
need not be identical for types of Awards nor for the same type of Award to
different Participants; (iii) to construe and interpret the Agreements, Sub
Plans and the Plan; (iv) to establish, amend, or waive rules or regulations for
the Plan's administration; (v) to accelerate the exercisability of any Award,
the length of a Performance Period or

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the termination of any Period of Restriction; and (vi) to make all other
determinations and take all other actions necessary or advisable for the
administration of the Plan. The Committee may take action by a meeting in
person, by unanimous written consent, or by meeting with the assistance of
communications equipment which allows all Committee members participating in the
meeting to communicate in oral or written form or as permitted by applicable
law. The Committee may seek the assistance or advice of any persons it deems
necessary to the proper administration of the Plan.

4.2 Selection of Participants. The Committee shall have sole and complete
discretion to determine those Key Employees and Directors who shall participate
in the Plan. The Committee may request recommendations for individual Awards
from the Chief Executive Officer of the Company and may delegate to the Chief
Executive Officer of the Company the authority to make Awards to Participants
who are not Executive Officers of the Company, subject to a fixed maximum Award
amount for such a group and a maximum Award amount for any one Participant, as
determined by the Committee. Awards made to the Executive Officers shall be
determined by the Committee.

4.3 Award Agreements and Sub Plans. Each Award granted under the Plan shall be
granted either under the terms of an Award Agreement and/or a Sub Plan. Award
Agreements and Sub Plans shall specify the terms, conditions and any rules
applicable to the Award, including but not limited to the effect of
transferability, a Change in Control, or death, Disability, Divestiture, Early
Retirement, Normal Retirement or other termination of employment of the
Participant of the Award. If the Award is granted under the terms of an Award
Agreement, the Award Agreement shall be signed by an authorized representative
of the Company and the Participant, and a copy of the signed Award Agreement
shall be provided to the Participant. If the Award is granted under the terms
and conditions of a Sub Plan, the Sub Plan shall be approved by the Committee as
an Exhibit to the Plan, and a copy of the Sub Plan or a summary description
thereof shall be provided to each Participant.

4.4 Committee Decisions. All determinations and decisions made by the Committee
pursuant to the provisions of the Plan shall be final, conclusive, and binding
upon all persons, including the Company, its stockholders, employees,
Participants, and Designated Beneficiaries, except when the terms of any sale or
award of shares of Stock or any grant of rights or Options under the Plan are
required by law or by the Articles of Incorporation or Bylaws of the Company to
be approved by the Company's Board of Directors or shareholders before any such
sale, award or grant.

4.5 Rule 16b 3 and Section 162(m) Requirements. Notwithstanding any other
provision of the Plan, the Committee may impose such conditions on any Award,
and the Board may amend the Plan in any such respects, as may be required to
satisfy the requirements of Rule 16b 3 or Section 162(m).

4.6 Indemnification of Committee. In addition to such other rights of
indemnification as they may have as Directors or as members of the Committee,
the members of the Committee shall be indemnified by the Company against
reasonable expenses incurred

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from their administration of the Plan. Such reasonable expenses include, but are
not limited to, attorneys' fees, actually and reasonably incurred in connection
with the defense of any action, suit or proceeding, or in connection with any
appeal therein, to which they or any of them may be a party by reason of any
action taken or failure to act under or in connection with the Plan or any Award
granted or made hereunder, and against all amounts reasonably paid by them in
settlement thereof or paid by them in satisfaction of a judgment in any such
action, suit or proceeding, if such members acted in good faith and in a manner
which they believed to be in, and not opposed to, the best interests of the
Company.

Section 5.  Eligibility

The Committee in its sole and complete discretion shall determine the Key
Employees, including officers and Directors, who shall be eligible for
participation under the Plan, subject to the following limitations: (i) no
member of the Committee or Director shall be eligible to participate under the
Plan except with full Board approval; (ii) no person owning, directly or
indirectly, more than 20% of the total combined voting power of all classes of
Stock shall be eligible to participate under the Plan, and (iii) only Full time
Employees shall be eligible to participate under the Plan, except that Directors
may be granted Nonqualified Stock Options or Restricted Stock awards.

Section 6.  Shares Subject to the Plan

6.1 Number of Shares. Subject to adjustment as provided in Section 6.4 herein,
the maximum aggregate number of Shares that may be issued pursuant to Awards
made under the Plan shall not exceed 3,000,000 Shares of Common Stock, which may
be in any combination of Options, Restricted Stock, or any other rights or
Options. Shares of Common Stock may be available from the authorized but
unissued Shares of Common Stock, or any Shares of Common Stock acquired by the
Company, including Shares of Common Stock purchased in the open market. Except
as provided in Section 6.2 and 6.3 herein, the issuance of Shares in connection
with the exercise of, or as other payment for, Awards under the Plan shall
reduce the number of Shares available for future Awards under the Plan.

6.2 Lapsed Awards of Forfeited Shares. If (i) any Option or other Award granted
under the Plan terminates, expires, or lapses for any reason other than exercise
of the Award, or (ii) if Shares issued pursuant to the Awards are canceled or
forfeited for any reason, the Shares subject to that Award shall thereafter
again be available for grant of an Award under the Plan.

6.3 Delivery of Shares as Payment. If a Participant pays for any Option or other
Award granted under the Plan or for withholding taxes through the delivery of
previously acquired shares or withholding of shares of Common Stock, or
withholding of shares of common stock which otherwise would have been issued,
the number of shares of Common Stock available for Awards under the Plan shall
be increased by the number of

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Shares surrendered by the Participant, or withheld, subject to Rule 16b 3 as
interpreted by the Securities and Exchange Commission or its staff.

6.4 Capital Adjustments. The number and class of Shares subject to each
outstanding Award, the Option Price and the aggregate number, type and class of
Shares for which Awards thereafter may be made shall be subject to adjustment,
if any, as the Committee deems appropriate, based on the occurrence of a number
of specified and non specified events. Such specified events include but are not
limited to the following:

(a) If the outstanding Shares of the Company are increased, decreased or
exchanged through merger, consolidation, sale of all or substantially all of the
property of the Company, reorganization, recapitalization, reclassification,
stock dividend, stock split or other distribution in respect to such Shares, for
a different number or type of Shares, or if additional Shares or new or
different Shares are distributed with respect to such Shares, an appropriate and
proportionate adjustment shall be made in: (i) the maximum number of shares of
Stock available for the Plan as provided in Section 6.1 herein, (ii) the type of
Shares or others securities available for the Plan, (iii) the number of shares
of Stock subject to any then outstanding Awards under the Plan, and (iv) the
price (including exercise price) for each share of Stock (or other kind of
shares or securities) subject to then outstanding awards, but without change in
the aggregate purchase as to which such Options remain exercisable or Restricted
Stock releasable.

(b) If other events not specified above in this Section 6.4, such as any
extraordinary cash dividend, split up, spin off, combination, exchange of
shares, warrants or rights offering to purchase Common Stock, or other similar
corporate event affect the Common Stock such that an adjustment is necessary to
maintain the benefits or potential benefits intended to be provided under this
Plan, then the Committee in its discretion may make adjustments to any or all of
(i) the number and type of Shares which thereafter may be optioned and sold or
awarded, (ii) the grant, exercise or conversion price of any Award made under
the Plan thereafter, and (iii) the number and price (including Exercise Price)
of each share of Stock (or other kind of shares or securities) subject to then
outstanding Awards, but without change in the aggregate purchase price as to
which such Options remain exercisable or Restricted Stock releasable. Any
adjustment as provided above shall be subject to any applicable restrictions set
forth in Section 13 or in Section 162(m).

(c) Any adjustment made by the Committee pursuant to the provisions of this
Section 6.4, subject to approval by the Board of Directors, shall be final,
binding and conclusive. A notice of such adjustment, including identification of
the event causing such an adjustment, the calculation method of such adjustment,
and the change in price and the number of shares of Stock, or securities, cash
or property purchasable subject to each Award shall be sent to each Participant.
No fractional interests shall be issued under the Plan based on such
adjustments, and shall be forfeited.

Section 7.  Stock Options

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7.1 Grant of Stock Options. Subject to the terms and provisions of the Plan and
applicable law, the Committee, at any time and from time to time, may grant
Options to Key Employees and Directors as it shall determine, provided however,
that Directors may only receive NQSO's. The Committee shall have sole and
complete discretion in determining the type of Option granted, the Option Price
(as hereinafter defined), the duration of the Option, the number of Shares to
which an Option pertains, any conditions imposed upon the exercisability or
transferability of the Options, the conditions under which the Option may be
terminated and any such other provisions as may be warranted to comply with the
law or rules of any securities trading system or stock exchange. Notwithstanding
the preceding, grants to Directors must be approved by the full Board. Each
Option grant shall have such specified terms and conditions detailed in an Award
Agreement. The Agreement shall specify whether the Option is intended to be an
Incentive Stock Option within the meaning of Section 422 of the Code, or a
Nonqualified Stock Option.

7.2 Option Price. The exercise price per share of Stock covered by an Option
("Option Price") shall be determined at the time of grant and by the Committee,
subject to the limitation that the Option Price shall not be less than 100% of
Fair Market Value of the Common Stock on the Grant Date.

7.3 Exercisability. Options granted under the Plan shall be exercisable at such
times and be subject to such restrictions and conditions as the Committee shall
determine, which will be specified in the Award Agreement and need not be the
same for each Participant. However, no Option may be exercisable after the
expiration of ten years from the Grant Date.

7.4 Method of Exercise. Options shall be exercised by the delivery of a written
notice from the Participant to the Company in the form prescribed by the
Committee setting forth the number of Shares with respect to which the Option is
to be exercised, accompanied by full payment for the Shares. The Option Price
shall be payable to the Company in full in cash, or its equivalent, or by
delivery of Shares of Stock (not subject to any security interest or pledge) or
withholding (in the case of NQSO's) shares which would otherwise be acquired
upon exercise, valued at Fair Market Value at the time of exercise or by a
combination of the foregoing. In addition, at the request of the Participant,
and subject to applicable laws and regulations, the Company may (but shall not
be required to) cooperate in a Cashless Exercise of the Option. In addition, any
NQSO granted under the Plan may provide, at the committee's discretion, that
payment of the exercise price may also be made in whole or in part in the form
of shares of common stock subject to risk of forfeiture or other restrictions.
As soon as practicable, after receipt of written notice and payment, the Company
shall deliver to the Participant, Stock certificates in an appropriate amount
based upon the number of Shares with respect to which the option is exercised,
issued in the Participant's name.

7.5 Notice. Each Participant shall give prompt notice to the Company of any
disposition of Shares acquired upon exercise of an Incentive Stock Option if
that disposition occurs

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within either two (2) years after the date of grant or one (1) year after the
date of transfer of those Shares to the Participant upon the exercise of the
Incentive Stock Option.

7.6 Maximum Award. Each Participant's Award shall be limited to the maximum
Award set out in Section 11 of this Plan.

Section 8.  Restricted Stock

8.1 Grant of Restricted Stock. Subject to the terms and provisions of the Plan
and applicable law, the Committee, at any time and from time to time, may grant
shares of Restricted Stock under the Plan to such Participants, and in such
amounts and for such duration and/or consideration as it shall determine.
Participants receiving Restricted Stock Awards are not required to pay the
Company therefor (except for applicable tax withholding) other than the
rendering of services and/or until other considerations are satisfied as
determined by the Committee at its sole discretion.

8.2 Restricted Stock Agreement. Each Restricted Stock grant shall be evidenced
by an Agreement that shall specify the Period of Restriction; the conditions
which must be satisfied before removal of the restriction; the number of Shares
of Restricted Stock granted; and such other provisions as the Committee shall
determine. The Committee may specify, but is not limited to, the following types
of restrictions in the Award Agreement: (i) restrictions on acceleration or
achievement of terms or vesting based on any business or financial goals of the
Company, including, but not limited to the Performance Measures set out in
Section 3.33, and (ii) any other further restrictions that may be advisable
under the law, including requirements set forth by the Securities Act, any
securities trading system or stock exchange upon which such Shares under the
Plan are listed.

8.3 Removal of Restrictions. Except as otherwise noted in this Section 8,
Restricted Stock covered by each Award made under the Plan shall be provided and
become freely transferable by the Participant after the last day of the Period
of Restriction and/or upon the satisfaction of other conditions as determined by
the Committee. Except as specifically provided in this Section 8, the Committee
shall have no authority to reduce or remove the restrictions or to reduce or
remove the Period of Restriction without the express consent of the stockholders
of the Company. If the grant of Restricted Stock is performance based, the total
Restricted Period for any or all shares of Restricted Stock so granted shall be
no less than one (1) year. Any other shares of Restricted Stock issued pursuant
to this Section 8 shall provide that the minimum Period of Restrictions shall be
two (2) years, which Period of Restriction may permit the removal of
restrictions on no more than one half (1/2) of the shares of Restricted Stock at
the end of the first year following the Grant Date, and the removal of the
restrictions on an additional one half (1/2) of the Shares at the end of each
subsequent year. In no event shall any restrictions be removed from shares of
Restricted Stock during the first year following the Grant Date except if a
Change in Control occurs.

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8.4 Voting Rights. During the Period of Restriction, Participants in whose name
Restricted Stock is granted under the Plan may exercise full voting rights with
respect to those Shares.

8.5 Dividends and Other Distributions. During the Period of Restriction,
Participants in whose name Restricted Stock is granted under the Plan shall be
entitled to receive all dividends and other distributions paid with respect to
those Shares. If any such dividends or distributions are paid in Shares, the
Shares shall be subject to the same restrictions on transferability as the
Restricted Stock with respect to which they were distributed.

8.6 Maximum Award. Each Participant's Award shall be limited to the maximum
Award set out in Section 11 of this Plan.

Section 9.  Performance Based Awards

9.1 Grant of Performance Awards. Subject to the terms and provisions of the Plan
and applicable law, the Committee, at any time and from time to time, may issue
Performance Awards in the form of Performance Shares to Participants subject to
the Performance Measures and Performance Period as it shall determine. The
Committee shall have complete discretion in determining the number and value of
Performance Shares granted to each Participant. Participants receiving
Performance Awards are not required to pay the Company therefor (except for
applicable tax withholding) other than the rendering of services.

9.2 Value of Performance Awards. The Committee shall determine the number and
value of Performance Shares granted to each Participant as a Performance Award.
The Committee shall set Performance Measures in its discretion for each
Participant who is granted a Performance Award. The extent to which those
Performance Measures are met will determine the number of Performance Shares
earned by the Participant. Such Performance Measures may be particular to a
Participant, may relate to the performance of the Subsidiary or Affiliate which
employs him or her, may be based on the division which employs him or her, may
be based on the performance of the Company generally, or a combination of the
foregoing. The terms and conditions of each Performance Award will be set forth
in an Agreement and/or a Sub Plan.

9.3 Settlement of Performance Awards. After a Performance Period has ended, the
holder of a Performance Share shall be entitled to receive the value thereof
based on the degree to which the Performance Measures established by the
Committee and set forth in the Agreement and/or Sub Plan have been satisfied.

9.4 Form of Payment. Payment of the amount to which a Participant shall be
entitled upon the settlement of a Performance Award shall be made in cash,
Stock, or a combination thereof as determined by the Committee. Payment may be
made in a lump sum or installments as prescribed by the Committee.

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9.5 Maximum Award. Each Participant's Award shall be limited to the maximum
Award set out in Section 11 of this Plan.

10. Election By Directors. For any service year as a Director of the Company, a
Director may elect to have up to 100% of the Director's cash compensation to be
payable by the Company during that year for the Director's services as a
Director applied to the purchase of shares of Common Stock ("Elected Amount"),
as provided in this Section. "Service year" means the period of a Director's
service beginning upon the Director's election or appointment (or, as to
Directors in office on the effective date of this Plan, the first day of the
then current fiscal year of the Company) and ending the earlier of one year from
its beginning or at the next meeting of shareholders of the Company at which
Directors are elected, but will never be less than three months. The Director
must notify the Board of Directors in writing of that election before the first
day of the service year for which the election is made, or as required by
Section 16(b), (or before such later date as may be approved by the Board of
Directors). Unless otherwise determined by the Board of Directors, a separate
election must be made for each service year. An election made pursuant to this
Section shall be irrevocable from and after the first day of that service year;
provided, however, that an election made during a service year for the remaining
portion of that service year shall be irrevocable from and after the date the
election is made. Elections shall be made on a form prescribed by the Board of
Directors.

10.2 Issuance Of Shares Pursuant To Election. Promptly following the end of each
year of a Director's service, the Company shall, subject to the provisions of
this Section, issue to each Director who elected to receive shares of Common
Stock, effective as of the last day of that service year, a number of whole
shares determined by the Board of Directors. This issuance shall be deemed to be
a separate Share Award made to the Director. No fractional shares of Common
Stock shall be issued to an electing Director by the Company under this Section,
and no cash payment or other adjustment shall be made in respect of any such
fractional share that would otherwise be issuable.

10.3 Eligibility Of Electing Director. A Director must be serving as a Director
on the last day of the service year in order to be eligible to receive shares of
Common Stock pursuant to this Section in respect of the Director's Elected
Amount, if any, for that service year. Any Director who becomes ineligible to
receive shares of Common Stock in respect of the Director's Elected Amount for a
service year because the Director's service as a Director terminated before the
last day of the service year shall be paid any earned amounts of the Elected
Amount in cash, without interest, as promptly as practicable following the date
of the termination of service, and the election made by that Director with
respect to the Elected Amount shall be null and void effective as of the date of
that termination of service.

10.4 Restriction On Transfer Of Shares. No shares issued to a Director in
respect of an Elected Amount shall be sold, assigned, transferred, pledged or
otherwise encumbered or disposed of by the Director, other than by will or
pursuant to the laws of descent or distribution (unless otherwise permitted
under Section 16(b), as determined by the Board

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of Directors in its sole discretion, and at the Board's sole option), until six
months have elapsed from the effective date of issuance of those shares. The
Company shall hold the certificates representing those shares (and any other
securities distributed in respect of them) for the Director's benefit until the
restrictions on transfer have lapsed. Subject to the restrictions of this
paragraph, a Director shall have all rights as a shareholder, including voting
rights and the right to receive dividends and distributions, with respect to the
Director's shares.

Section 11.  Special Provisions Applicable to Covered Participants

Unless the Committee in its sole discretion determines that any Award made to a
Covered Employee is not intended to qualify for the exemption for performance
based compensation under Section 162(m), Awards subject to Performance Measures
paid to Covered Participants under this Plan shall be governed by the conditions
of this Section 11 in addition to the requirements of Sections 7, 8 and 9 above.
Should conditions set forth under this Section 11 (when applicable) conflict
with the requirements of Sections 7, 8, and 9, the conditions of this Section 11
shall prevail.

(a) Performance Measures for Covered Participants shall be established by the
Committee in writing before the beginning of the Performance Period, or by such
other later date during the Performance Period as may be permitted under Section
162(m). Performance Measures for Covered Participants may include alternative
and multiple Performance Measures and may be based on one or more business
criteria.

(b) All Performance Measures must be objective and must satisfy third party
"objectivity" standards under Section 162(m).

(c) The Performance Measures shall not allow for any discretion by the Committee
as to an increase in any Award, but discretion to lower an Award is permissible.

(d) The Award and payment of any Award under this Plan to a Covered Participant
with respect to the relevant Performance Period shall be contingent upon the
attainment of the Performance Measures that are applicable to that Covered
Participant. The Committee shall certify in writing before payment of any such
Award that the applicable Performance Measures relating to the Award are
satisfied. Approved minutes of the Committee may be used for this purpose.

(e) The maximum Award that may be paid to any Covered Participant under the Plan
pursuant to Sections 7, 8, and 9 for any Performance Period is $1,500,000. The
maximum number of shares of Stock subject to Options, and/or Restricted Stock
granted to any Covered Participant for any Performance Period shall be 1,000,000
Shares.

(f) All Awards to Covered Participants under this Plan shall be further subject
to such other conditions, restrictions, and requirements as the Committee may
determine to be necessary to carry out the purpose of this Section 11.

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Section 12.  General Provisions

12.1 Withholding. The Company shall have the right to deduct or withhold, or
require a Participant to remit to the Company, any taxes required by law to be
withheld with respect to the Awards made under this Plan. In the event an Award
is paid in the form of Common Stock, the Committee may require the Participant
to remit to the Company the amount of any taxes required to be withheld from
such payment in Common Stock, or, in lieu thereof the Company may withhold (or
the Participant may be provided the opportunity to elect to tender) the number
of shares of Common Stock equal in Fair Market Value to the amount required to
be withheld.

12.2 No Right to Employment. No granting of an Award shall be construed as a
right to employment with the Company.

12.3 Rights as Shareholder. Subject to the Award provisions, no Participant or
Designated Beneficiary shall be deemed a shareholder of the Company nor have any
rights as such with respect to any shares of Common Stock to be provided under
the Plan until he or she has become the holder of those Shares. Notwithstanding
the aforementioned with respect to Stock granted under a Restricted Stock
Agreement under this Plan, the Participant or Designated Beneficiary of such
Award shall be deemed the owner of such Shares. As such, unless contrary to the
provisions herein or in any such related Award Agreement, such stockholders
shall be entitled to full voting, dividend and distribution rights as provided
any other Company stockholder.

12.4 Construction of the Plan. The Plan, and its rules, rights, Agreements, Sub
Plans and regulations, shall be governed, construed, interpreted and
administered in accordance with applicable Federal laws, or to the extent that
Federal laws do not apply, the laws of the State of Nevada. In the event any
provision of the Plan shall be held invalid, illegal or unenforceable, in whole
or in part, for any reason, that determination shall not affect the validity,
legality or enforceability of any remaining provision, or portion of provision,
of the Plan overall, which shall remain in full force and effect.

12.5 Amendment of Plan. The Committee or Board of Directors may amend, suspend,
or terminate the Plan or any portion thereof at any time, provided the amendment
is made with shareholder approval if that approval is necessary to comply with
any tax or regulatory requirement, including for these purposes any approval
requirement for the performance based compensation exception under Section
162(m). The Committee in its discretion may amend the Plan so as to conform with
local rules and regulations subject to any provisions to the contrary specified
herein.

12.6 Amendment of Award. At any time and in its sole and complete discretion,
the Committee may amend any Award for the following reasons: (i) additions
and/or changes are made to the Code, any federal or state securities law, or
other law or regulations subsequent to the date of grant, and have an impact on
the Award; or (ii) for any other reason not described in clause (i) provided the
Participant gives his or her consent to such amendment.

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<PAGE>

12.7 Exemption from Computation of Compensation for Other Purposes. By accepting
an Award under this Plan, each Participant agrees that such Award shall be
considered special incentive compensation and will be exempt from inclusion as
"wages" or "salary" for purposes of calculating benefits under pension, profit
sharing, disability, severance, life insurance, and other employee benefit plans
of the Company, except as otherwise provided in those benefit plans.

12.8 Legend. In its sole and complete discretion, the Committee may elect to
legend certificates representing shares of Stock sold or awarded under the Plan,
to make appropriate references to the restrictions imposed on such Shares.

12.9 Executive Officers and Covered Participants. All Award Agreements and/or
Sub Plans for Participants subject to Section 16(b) shall be deemed to include
any such additional terms, conditions, limitations and provisions as Rule 16b 3
requires, unless the Committee in its discretion determines that any such Award
should not be governed by Rule 16b 3. All performance based Awards shall be
deemed to include any such additional terms, conditions, limitations and
provisions as are necessary to comply with the performance based compensation
exemption of Section 162(m), unless the Committee, in its sole discretion,
determines that an Award to a Covered Participant is not intended to qualify as
exempt performance based compensation

12.10 Change in Control. If a Change in Control occurs, the Committee may, in
its sole and complete discretion, accelerate the payment or vesting of any Award
and release any restrictions on any Awards.

12.11 Divestiture. In the event of a Divestiture, the Committee may, in its sole
and complete discretion, accelerate the payment or vesting of any Award and
release any restrictions on any Awards.

12.12 Unfunded Obligation. Nothing in this Plan shall be interpreted or
construed to require the Company in any manner to fund any obligation to the
Participants or any Designated Beneficiary. Nothing contained in this Plan nor
any action taken hereunder shall create, or be construed to create a trust of
any kind, or a fiduciary relationship between the Company and/or the Committee,
and the Participants and/or any Designated Beneficiary. To the extent that any
Participant or Designated beneficiary acquires a right to receive payments under
this Plan, such rights shall be no greater than the rights of any unsecured
general creditor of the Company.

12.13 Plan Expenses. All reasonable expenses of the Plan shall be paid by the
Company.


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