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                                                                    EXHIBIT 10.8
                                                                    ------------

                        1999 INCENTIVE COMPENSATION PLAN
                                       of
                   Wattage Monitor Inc., A Nevada Corporation
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                                TABLE OF CONTENTS

1.  Purpose...............................................................     1

2.  Definitions...........................................................     1

3.  Administration........................................................     3
    (a)  Authority of the Committee.......................................     3
    (b)  Manner of Exercise of Committee Authority........................     4
    (c)  Limitation of Liability..........................................     4

4.  Stock Subject to Plan.................................................     4
    (a)  Overall Number of Shares Available for Delivery..................     4
    (b)  Application of Limitation to Grants of Awards....................     5
    (c)  Availability of Shares Not Delivered under Awards................     5

5.  Eligibility, Per-Person Award Limitations.............................     5

6.  Specific Terms of Awards..............................................     5
    (a)  General..........................................................     5
    (b)  Options..........................................................     6
    (c)  Stock Appreciation Rights........................................     6
    (d)  Restricted Stock.................................................     7
    (e)  RSU's............................................................     8
    (f)  Bonus Stock and Awards in Lieu of Obligations....................     8
    (g)  Dividend Equivalents.............................................     9
    (h)  Annual Incentive and Performance Awards..........................     9
    (i)  Other Stock Based Awards.........................................     9

7.  Certain Provisions Applicable to Awards...............................     9
    (a)  Stand-Alone, Additional, Tandem, and Substitute Awards...........     9
    (b)  Term of Awards...................................................    10
    (c)  Form and Timing of Payment under Awards; Deferrals...............    10
    (d)  Exemptions from Section 16(b) Liability..........................    10

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                           TABLE OF CONTENTS (cont'd)

8.  Performance and Annual Incentive Awards...............................    10
    (a)  Performance Conditions...........................................    10
    (b)  Performance Awards Granted to Designated Covered Employees....       11
    (c)  Annual Incentive Awards Granted to Designated Covered Employees..    12
    (d)  Written Determinations...........................................    13
    (e)  Status of Section 8(b) and Section 8(c) Awards under Code
           Section 162(m).................................................    13

9.  Change in Control.....................................................    14
    (a)  Effect of "Change In Control"....................................    14
    (b)  Definition of "Change in Control"................................    14
    (c)  Definition of "Change in Control Price"..........................    15

10. Options Granted Automatically to Directors............................    16
    (a)  Annual Option Grants.............................................    16
    (b)  Number of Shares Subject to Automatic Option Grants..............    16
    (c)  Other Director Annual Option Terms...............................    16
    (d)  Method of Exercise...............................................    16
    (e)  Availability of Shares...........................................    16

11. General Provisions....................................................    17
    (a)  Compliance with Legal and Other Requirements.....................    17
    (b)  Not an ERISA Plan................................................    17
    (c)  Amendment and Termination........................................    17
    (d)  Existence of Plan does not preclude issuances outside Plan.......    18
    (e)  Limits on Transferability; Beneficiaries.........................    18
    (f)  Adjustments......................................................    18
    (g)  Taxes............................................................    19
    (h)  Changes to the Plan and Awards...................................    19
    (i)  Limitation on Rights Conferred under Plan........................    19
    (j)  Unfunded Status of Awards, Creation of Trusts....................    20
    (k)  Nonexclusivity of the Plan.......................................    20
    (l)  Payments in the Event of Forfeitures; Fractional Shares..........    20
    (m)  Governing Law....................................................    20
    (n)  Awards under Preexisting Plan(s).................................    20
    (o)  Plan Effective Date and Shareholder Approval.....................    20

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1.  PURPOSE
         The purpose of this 1999 Incentive Compensation Plan (the "Plan") is
to assist Wattage Monitor Inc., a Nevada corporation (the "Corporation"), and
its subsidiaries, if any exist, from time to time, in attracting, retaining,
and rewarding high-quality executives, employees, directors and other persons
who provide services to the Corporation, enabling such persons to acquire or
increase a proprietary interest in the Corporation to strengthen the mutuality
of interests between such persons and the Corporation's shareholders, and
providing such persons with annual and long-term performance incentives to
expand their maximum efforts in the creation of shareholder value. The Plan is
also intended to qualify certain compensation awarded under the Plan for tax
deductibility under Code Section 162(m) (as hereafter defined) to the extent
deemed appropriate by the Committee (or any successor committee) of the Board
of Directors of the Corporation.

2.  DEFINITIONS
         For purposes of the Plan, the following terms shall be defined as set
forth below, in addition to such terms defined in Section 1 hereof.

         (a)  "Annual Incentive Award" means a conditional right granted to a
Participant under Section 8(c) hereof to receive a cash payment, Stock or other
Award, unless otherwise determined by the Committee, after the end of a
specified fiscal year.

         (b)  "Award" means any Option, SAR (including Limited SAR), Restricted
Stock, RSU, Stock granted as a bonus or in lieu of another award, Dividend
Equivalent, Other Stock Based Award, Performance Award or Annual Incentive
Award, together with any other right or interest granted to a Participant under
the Plan.

         (c)  "Beneficiary" means the person, persons, trust or trusts which
have been designated by a Participant in his or her most recent written
beneficiary designation filed with the Corporation to receive the benefits
specified under the Plan upon such Participant's death or to which Awards or
other rights are transferred if and to the extent permitted under Section 11(e)
hereof. If, upon a Participant's death, there is no designated Beneficiary or
surviving designated Beneficiary, then the term Beneficiary means person,
persons, trust or trusts entitled by will or the laws of descent and
distribution to receive such benefits.

         (d)  "Beneficial Owner" shall have the meaning ascribed to such term in
Rule 13(d)(3) under the Exchange Act and any successor to such Rule.

         (e)  "Board" means the Corporation's Board of Directors.

         (f)  "Change in Control" means Change in Control as defined with
related terms in Section 9 of the Plan.

         (g)  "Change In Control Price" means the amount calculated in
accordance with Section 9(c) of the Plan.

         (h)  "Code" means the Internal Revenue Code of 1986, as amended from
time to time, including regulations thereunder and successor provisions and
regulations thereto.

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         (i)  "Committee" means a committee of two or more directors designated
by the Board to administer the Plan; provided, however, that, unless otherwise
determined by the Board, the Committee shall consist solely of two or more
directors, each of whom shall be (i) a "non employee director" within the
meaning of Rule 16b-3 under the Exchange Act, unless administration of the Plan
by "non-employee directors" is not then required in order for exemptions under
Rule 16b-3 to apply to transactions under the Plan, and (ii) an "outside
director" as defined under Code Section 162(m), unless administration of the
Plan by "outside directors" is not then required to qualify for tax
deductibility under Code Section 162(m).

         (j)  "Covered Employee" means an Eligible Person who is a Covered
Employee as specified in Section 8(e) of the Plan.

         (k)  "Dividend Equivalent" means a right granted to a Participant under
Section 6(g), to receive cash, Stock, other Awards or other property equal in
value to dividends paid with respect to a specified number of shares of Stock,
or other periodic payments.

         (l)  "Effective Date" means April 19, 1999.

         (m)  "Eligible Person" means each Executive Officer and other officers
and employees of the Corporation or of any subsidiary, and other persons who
provide services to the Corporation or any of its subsidiaries including
directors of the Corporation. An employee on leave of absence may be considered
as still in the employ of the Corporation or a subsidiary for purposes of
eligibility for participation in the Plan.

         (n)  "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time, including rules thereunder and successor provisions
and rules thereto.

         (o)  "Executive Officer" means an executive officer of the Corporation
as defined under the Exchange Act.

         (p)  "Fair Market Value" means the fair market value of Stock, Awards
or other property as determined by the Committee or under procedures
established by the Committee. Unless otherwise determined by the Committee, the
Fair Market Value of Stock shall be the closing price of a share of Stock, as
quoted on the composite transactions table on the NASDAQ or American Stock
Exchange as applicable, on the date on which the determination of fair market
value is being made, or if no shares of Stock were traded on such date, then
the last trading date prior thereto. If the Corporation's common stock is
traded on the OTC Bulletin Board, then the fair market value for the purpose
thereto shall be the average of the closing bid and asked price of the stock
for the five trading days prior to the date on which such determination is
being made.

         (q)  "Incentive Stock Option" or "ISO" means any Option intended to be
and designated as an incentive stock option within the meaning of Code Section
422 or any successor provision thereto.

         (r)  "Limited SAR" means a right granted to a Participant under Section
6(c) hereof.

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         (s)  "Option" means a right, granted to a Participant under Section
6(b) hereof, to purchase Stock or other Awards at a specified price during
specified time periods.

         (t)  "Other Stock Based Awards" means Awards granted to a Participant
under Section 6(h) hereof.

         (u)  "Participant" means a person who has been granted an Award under
the Plan which remains outstanding, including a person who is no longer an
Eligible Person.

         (v)  "Performance Award" means a right, granted to a Participant under
Section 8 hereof, to receive Awards based upon performance criteria specified
by the Committee.

         (w)  "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, and
shall include a "group" as defined in Section 13(d) thereof.

         (x)  "Preexisting Plan(s)" means the Wattage Monitor Long Term
Incentive Plan.

         (y)  "Qualified Member" means a member of the Committee who is a
"Non-Employee Director" within the meaning of Rule 16b-3(b)(3) and an "outside
director" within the meaning of Regulation 1-162-27 under Code Section 162(m).

         (z)  "Restricted Stock" means Stock granted to a Participant under
Section 6(d) hereof, that is subject to certain restrictions and to a risk of
forfeiture.

         (aa) "Restricted Stock Unit" or "RSU" means a right, granted to a
Participant under Section 6(e) hereof, to receive Stock, cash or a combination
thereof at the end of a specified deferral period.

         (bb) "Rule 16b-3" means Rule 16b-3, as from time to time in effect and
applicable to the Plan and Participants, promulgated by the Securities and
Exchange Commission under Section 16 of the Exchange Act.

         (cc) "Stock" means the Corporation's Common Stock, $0.01 par value per
share, and such other securities as may be substituted (or resubstituted) for
Stock pursuant to Section 11(c) hereof.

         (dd) "Stock Appreciation Right" or "SAR" means a right granted to a
Participant under Section 6(c) hereof.

3.  ADMINISTRATION

         (a)  Authority of the Committee
         -------------------------------
         The Plan shall be administered by the Committee except to the extent
the Board elects to administer the Plan, in which case references herein to the
"Committee" shall be deemed to include references to the "Board." The Committee
shall have full and final authority, in each case subject to and consistent
with the provisions of the Plan, to select Eligible Persons to become

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Participants, grant Awards, determine the type, number and other terms and
conditions of, and all other matters relating to Awards, prescribe Award
agreements (which need not be identical for each Participant) and rules and
regulations for the administration of the Plan, construe and interpret the Plan
and Award agreements and correct defects, supply omissions or reconcile
inconsistencies therein, and to make all other decisions and determinations as
the Committee may deem necessary or advisable for the administration of the
Plan.

         (b)  Manner of Exercise of Committee Authority
         ----------------------------------------------
         At any time that a member of the Committee is not a Qualified Member,
any action of the Committee relating to an Award granted or to be granted to a
Participant who is then subject to Section 16 of the Exchange Act in respect of
the Corporation, or relating to an Award intended by the Committee to qualify
as "performance based compensation" within the meaning of Code Section 162(m)
and regulations thereunder, may be taken either by a subcommittee, designated
by the Committee, composed solely of two or more Qualified Members, or by the
Committee but with each such member who is not a Qualified Member abstaining or
recusing himself or herself from such action, provided, however, that, upon
such abstention or recusal, the Committee remains composed solely of two or
more Qualified Members. Such action, authorized by such a subcommittee or by
the Committee upon the abstention or recusal of such non-Qualified Member(s),
shall be the action of the Committee for purposes of the Plan. Any action of
the Committee shall be final, conclusive and binding on all persons, including
the Corporation, it's subsidiaries, if any, Participants, Beneficiaries,
transferees under Section 11(e) hereof or other persons claiming rights from or
through a Participant, and shareholders. The express grant of any specific
power to the Committee, and the taking of any action by the Committee, shall
not be construed as limiting any power or authority of the Committee. The
Committee may delegate to officers or managers of the Corporation or any
subsidiary, or committees thereof, the authority, subject to such terms as the
Committee shall determine, to perform such functions, including administrative
functions, as the Committee may determine, to the extent that such delegation
will not result in the loss of an exemption under Rule 16b-3(d)(1) for Awards
granted to Participants subject to Section 16 of the Exchange Act in respect of
the Corporation, and will not cause Awards intended to qualify as "performance
based compensation" under Code Section 162(m) to fail to so qualify. The
Committee may appoint agents to assist it in administering the Plan.

         (c)  Limitation of Liability
         ----------------------------
         The Committee and each member thereof shall be entitled to, in good
faith, rely or act upon any report or other information furnished to him or her
by any Executive Officer, other officer or employee of the Corporation or a
subsidiary, the Corporation's independent auditors, consultants or any other
agents assisting in the administration of the Plan. Members of the Committee
and any officer or employee of the Corporation or a subsidiary acting at the
direction or on behalf of the Committee shall not be personally liable for any
action or determination taken or made in good faith with respect to the Plan,
and shall, to the extent permitted by law, be fully indemnified and protected
by the Corporation with respect to any such action or determination.

4.  STOCK SUBJECT TO PLAN

         (a)  Overall Number of Shares Available for Delivery
         ----------------------------------------------------
         Subject to adjustment as provided in Section 11(f) hereof, the total
number of shares of Stock reserved and available for delivery in connection
with Awards under the Plan shall be

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8,989,980. Any shares of stock delivered under the Plan shall consist of
authorized and unissued shares or treasury shares.

         (b)  Application of Limitation to Grants of Awards
         --------------------------------------------------
         No Award may be granted if the number of shares of Stock to be
delivered in connection with such Award or, in the case of an Award relating to
shares of Stock but settleable only in cash (such as cash-only SAR's), the
number of shares to which such Award relates, exceeds the number of shares of
Stock remaining available under the Plan minus the number of shares of Stock
issuable in settlement of or relating to then outstanding Awards. The Committee
may adopt reasonable counting procedures to ensure appropriate counting, avoid
double counting (as, for example, in the case of tandem or substitute awards)
and make adjustments if the number of shares of Stock actually delivered
differs from the number of shares previously counted in connection with an
Award.

         (c)  Availability of Shares Not Delivered under Awards
         ------------------------------------------------------
         Shares of Stock subject to an Award under the Plan or award under any
Preexisting Plan(s) that are canceled, expired, forfeited, settled in cash or
otherwise terminated without a delivery of shares to the Participant, including
(i) the number of shares withheld in payment of any exercise or purchase price
of an Award or award or taxes relating to Awards or awards, and (ii) the number
of shares surrendered in payment of any exercise or purchase price of an Award
or award or taxes relating to any Award or award, will again be available for
Awards under the Plan, except that if any such shares could not again be
available for Awards to a particular Participant under any applicable law or
regulation, such shares shall be available exclusively for Awards to
Participants who are not subject to such limitation.

5.  ELIGIBILITY, PER-PERSON AWARD LIMITATIONS
         Awards may be granted under the Plan only to Eligible Persons. In each
fiscal year during any part of which the Plan is in effect, an Eligible Person
may not be granted Awards relating to more than 450,000 shares of Stock,
subject to adjustment as provided in Section 11(f), under each of Sections
6(b), 6(c), 6(d), 6(e), 6(f), 6(g), 6(h), 8(b) and 8(c). In addition, the
maximum cash amount that may be earned under the Plan as a final Annual
Incentive Award or other cash annual Award in respect of any fiscal year by any
one Participant shall be $5 million, and the maximum cash amount that may be
earned under the Plan as a final Performance Award or other cash Award in
respect of a performance period other than an annual period by any one
Participant on an annualized basis shall be $5 million.

6.  SPECIFIC TERMS OF AWARDS

         (a)  General
         ------------
         Awards may be granted on the terms and conditions set forth in this
Section 6. In addition, the Committee may impose on any Award or the exercise
thereof, at the date of grant or thereafter (subject to Section 11(h)), such
additional terms and conditions, not inconsistent with the provisions of the
Plan, as the Committee shall determine, including terms requiring forfeiture of
Awards in the event of termination of employment by the Participant and terms
permitting a Participant to make elections relating to his or her Award. The
Committee shall retain full power and discretion to accelerate, waive or
modify, at any time, any term or condition of an Award

                                      5

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that is not mandatory under the Plan; provided, however, that the Committee
shall not have any discretion to accelerate, waive or modify any term or
condition of an Award that is intended to qualify as "performance based
compensation" for purposes of Code Section 162(m), if such discretion would
cause the Award not to so quality. Except in cases in which the Committee is
authorized to require other forms of consideration under the Plan, or to the
extent other forms of consideration must by paid to satisfy the requirements of
state law, no consideration other than services may be required for the grant
(but not the exercise) of any Award.

         (b)  Options
         ------------
         The Committee is authorized to grant Options to Participants on the
following terms and conditions:

                  (i)    Exercise Price. The exercise price per share of Stock
purchasable under an Option shall be determined by the Committee, provided that
such exercise price shall be not less than the Fair Market Value of a share of
Stock on the date of grant of such Option, except as provided under Section
7(a) hereof.

                  (ii)   Time and Method of Exercise. The Committee shall
determine the time or times at which, or the circumstances under which, an
Option may be exercised in whole or in part (including based on achievement of
performance goals and/or future service requirements), the methods by which
such exercise price may be paid or deemed to be paid, the form of such payment,
including, without limitation, cash, Stock, other Awards or awards granted
under other plans of the Corporation or any subsidiary, or other property
(including notes or other contractual obligations of Participants to make
payment on a deferred basis), and the methods by or forms in which Stock will
be delivered or deemed to be delivered to Participants. In no event may an
Option remain exercisable more than ten years following the date of grant.

                  (iii)  ISO's. The terms of any ISO granted under the Plan
shall comply in all respects with the provisions of Code Section 422. Anything
in the Plan to the contrary notwithstanding, no term of the Plan relating to
ISO's (including any SAR in tandem therewith) shall be interpreted, amended or
altered, nor shall any discretion or authority granted under the Plan be
exercised, so as to disqualify either the Plan or any ISO under Code Section
422, unless the Participant has first requested the change that will result in
such disqualification.

         (c)  Stock Appreciation Rights
         ------------------------------
         The Committee is authorized to grant SAR's to Participants on the
following terms and conditions:

                  (i)    Right to Payment. A SAR shall confer on the
Participant to whom it is granted a right to receive, upon exercise thereof,
the excess of (A) the Fair Market Value of one share of Stock on the date of
exercise (or, in the case of a "Limited SAR," the Fair Market Value determined
by reference to the Change in Control Price, as defined under Section 9(c)
hereof) over (B) the grant price of the SAR as determined by the Committee,
provided that such grant price shall not be less than the Fair Market Value of
a share of Stock on the date of grant of such SAR except as provided under
Section 7(a) hereof.

                  (ii)   Other Terms. The Committee shall determine, at the date
of grant or thereafter, the time or times at which and the circumstances under
which a SAR may be

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exercised in whole or part (including based on achievement of performance goals
and/or future service requirements), the method of exercise, method of
settlement, form of consideration payable in settlement, method by or forms in
which Stock will be delivered or deemed to be delivered to Participants,
whether or not a SAR shall be in tandem or in combination with any other award,
and any other terms and conditions of any SAR. Limited SAR's that may only be
exercised in connection with a Change in Control or other event as specified by
the Committee may be granted on such terms, not inconsistent with this Section
6(c), as the Committee may determine. SAR's and Limited SAR's may be either
freestanding or in tandem with other Awards.

         (d)  Restricted Stock
         ---------------------
         The Committee is authorized to grant Restricted Stock to Participants
on the following terms and conditions:

                  (i)    Grant and Restrictions. Restricted Stock shall be
subject to such restrictions on transferability, risk of forfeiture and other
restrictions, if any, as the Committee may impose, which restrictions may lapse
separately or in combination at such times, under such circumstances (including
based on achievement of performance goals and/or future service requirements),
in such installments or otherwise, as the Committee may determine at the date
of grant or thereafter. Except to the extent restricted under the terms of the
Plan and any Award agreement relating to the Restricted Stock, a Participant
granted Restricted Stock shall have all of the rights of a shareholder,
including the right to vote the Restricted Stock and the right to receive
dividends thereon (subject to any mandatory reinvestment or other requirement
imposed by the Committee). During the restricted period applicable to the
Restricted Stock, subject to Section 11(e) below, the Restricted Stock may not
be sold, transferred, pledged, hypothecated, margined or otherwise encumbered
by the Participant.

                  (ii)   Forfeiture. Except as otherwise determined by the
Committee, upon termination of employment during the applicable restriction
period, Restricted Stock that is at that time subject to restrictions shall be
forfeited and reacquired by the Corporation; provided that the Committee may
provide, by rule or regulation or in any Award agreement, or may determine in
any individual case, that restrictions or forfeiture conditions relating to
Restricted Stock shall 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 the forfeiture of Restricted Stock.

                  (iii)  Certificates for Stock. Restricted Stock granted under
the Plan may be evidenced in such manner as the Committee shall determine. If
certificates representing Restricted Stock are registered in the name of the
Participant, the Committee may require that such certificates bear an
appropriate legend referring to the terms, conditions and restrictions
applicable to such Restricted Stock, that the Corporation retain physical
possession of the certificates, and that the Participant deliver a stock power
to the Corporation, endorsed in blank, relating to the Restricted Stock.

                  (iv)   Dividends and Splits. As a condition to the grant of an
Award of Restricted Stock, the Committee may require or permit a Participant to
elect that any cash dividends paid on a share of Restricted Stock be
automatically reinvested in additional shares of Restricted Stock or applied to
the purchase of additional Awards under the Plan. Unless otherwise determined
by the

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<PAGE>

Committee, Stock distributed in connection with a Stock split or Stock
dividend, and other property distributed as a dividend, shall be subject to
restrictions and a risk of forfeiture to the same extent as the Restricted
Stock with respect to which such Stock or other property has been distributed.

         (e)  RSU's
         ----------
         The Committee is authorized to grant RSU's to Participants, which are
rights to receive Stock, cash, or a combination thereof at the end of a
specified deferral period, subject to the following terms and conditions:

                  (i)    Award and Restrictions. Satisfaction of an Award of
RSU's shall occur upon expiration of the deferral period specified for such
RSU's by the Committee (or, if permitted by the Committee, as elected by the
Participant). In addition, RSU's shall be subject to such restrictions (which
may include a risk of forfeiture) as the Committee may impose, if any, which
restrictions may lapse at the expiration of the deferral period or at earlier
specified times (including based on achievement of performance goals and/or
future service requirements), separately or in combination, in installments or
otherwise, as the Committee may determine. RSU's may be satisfied by delivery
of Stock, cash equal to the Fair Market Value of the specified number of shares
of Stock covered by the RSU's, or a combination thereof, as determined by the
Committee at the date of grant or thereafter.

                  (ii)   Forfeiture. Except as otherwise determined by the
Committee, upon termination of employment during the applicable deferral period
or portion thereof to which forfeiture conditions apply (as provided in the
Award agreement evidencing the RSU's), all RSU's that are at that time subject
to deferral (other than a deferral at the election of the Participant) shall be
forfeited; provided that the Committee may provide by rule or regulation or in
any Award agreement, or may determine in any individual case, that restrictions
or forfeiture conditions relating to RSU's shall 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 the forfeiture of RSU's.

                  (iii)  Dividend Equivalents. Unless otherwise determined by
the Committee at date of grant, Dividend Equivalents on the specified number of
shares of Stock covered by an Award of RSU's shall be either (A) paid with
respect to such RSU's at the dividend payment date in cash or in shares of
unrestricted Stock having a Fair Market Value equal to the amount of such
dividends, or (B) deferred with respect to such RSU's and the amount or value
thereof automatically deemed reinvested in additional RSU's, other Awards or
other investment vehicles, as the Committee shall determine or permit the
Participant to elect.

         (f)  Bonus Stock and Awards in Lieu of Obligations
         --------------------------------------------------
         The Committee is authorized to grant Stock as a bonus, or to grant
Stock or other Awards in lieu of obligations to pay cash or deliver other
property under the Plan or under other plans or compensatory arrangements,
provided that, in the case of Participants subject to Section 16 of the
Exchange Act, the amount of such grants remains within the discretion of the
Committee to the extent necessary to ensure that acquisitions of Stock or other
Awards are exempt from liability under Section 16(b) of the Exchange Act. Stock
or Awards granted hereunder shall be subject to such other terms as shall be
determined by the Committee.

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<PAGE>

         (g)  Dividend Equivalents
         -------------------------
         The Committee is authorized to grant Dividend Equivalents to a
participant, entitling the Participant to receive cash, Stock, other Awards, or
other property equal in value to dividends paid with respect to a specified
number of shares of Stock, or other periodic payments. Dividend Equivalents may
be awarded on a free-standing basis or in connection with another Award. The
Committee may provide that Dividend Equivalents shall be paid or distributed
when accrued or shall be deemed to have been reinvested in additional Stock,
Awards, or other investment vehicles, and subject to such restrictions on
transferability and risks of forfeiture, as the Committee may specify.

         (h)  Annual Incentive and Performance Awards
         --------------------------------------------
         The Committee is authorized to make Annual Incentive Awards and
Performance Awards payable in cash, Shares, or other Awards, on terms and
conditions established by the Committee, subject to Section 8 in the event of
Annual Incentive Awards or Performance Awards intended to qualify as
"performance based compensation" for purposes of Code Section 162(m).

         (i)  Other Stock Based Awards
         -----------------------------
         The Committee is authorized, subject to limitations under applicable
law, to grant to Participants such other Awards that may be denominated or
payable in, valued in whole or in part by reference to, or otherwise based on,
or related to, Stock, as deemed by the Committee to be consistent with the
purposes of the Plan, including, without limitation, convertible or exchangeable
debt securities, other rights convertible or exchangeable into Stock, purchase
rights for Stock, Awards with value and payment contingent upon performance of
the Corporation or any other factors designated by the Committee, and Awards
valued by reference to the book value of Stock or the value of securities of or
the performance of specified subsidiaries, if applicable. The Committee shall
determine the terms and conditions of such Awards. Stock delivered pursuant to
an Award in the nature of a purchase right granted under this Section 6(i) shall
be purchased for such consideration, paid for at such times, by such methods,
and in such forms, including, without limitation, cash, Stock, other Awards, or
other property, as the Committee shall determine. Cash awards, as an element of
or supplement to any other Award under the Plan, may also be granted pursuant to
this Section 6(i).

7.  CERTAIN PROVISIONS APPLICABLE TO AWARDS

         (a)  Stand-Alone, Additional, Tandem, and Substitute Awards
         -----------------------------------------------------------
         Awards granted under the Plan may, in the discretion of the Committee,
be granted either alone or in addition to, in tandem with, or in substitution or
exchange for, any other Award or any award granted under another plan of the
Corporation, or any business entity to be acquired by the Corporation or a
subsidiary, or any other right of a Participant to receive payment from the
Corporation or any subsidiary. Such additional, tandem, and substitute or
exchange Awards may be granted at any time. If an Award is granted in
substitution or exchange for another Award or award, the Committee shall require
the surrender of such other Award or award in consideration for the grant of the
new Award. In addition, Awards may be granted in lieu of cash compensation,
including in lieu of cash amounts payable under other plans of the Corporation
or any subsidiary, in which the value of Stock subject to the Award is
equivalent in value to the cash compensation (for example, RSU's or Restricted
Stock), or in which the exercise price,

                                      9

<PAGE>

grant price or purchase price of the Award in the nature of a right that may be
exercised is equal to the Fair Market Value of the underlying Stock minus the
value of the cash compensation surrendered (for example, Options granted with
an exercise price "discounted" by the amount of the cash compensation
surrendered).

         (b)  Term of Awards
         -------------------
         The term of each Award shall be for such period as may be determined by
the Committee; provided that in no event shall the term of any Option or SAR
exceed a period of ten years (or such shorter term as may be required in respect
of an ISO under Code Section 422, or state statutes).

         (c)  Form and Timing of Payment under Awards; Deferrals
         -------------------------------------------------------
         Subject to the terms of the Plan and any applicable Award agreement,
payments to be made by the Corporation or a subsidiary upon the exercise of an
Option or other Award or settlement of an Award may be made in such forms as the
Committee shall determine, including, without limitation, cash, Stock, other
Awards or other property, and may be made in a single payment or transfer, in
installments, or on a deferred basis. The settlement of any Award may be
accelerated, and cash paid in lieu of Stock in connection with such settlement,
in the discretion of the Committee or upon occurrence of one or more specified
events (in addition to a Change in Control). Installment or deferred payments
may be required by the Committee (subject to Section 11(h) of the Plan,
including the consent provisions thereof in the case of any deferral of an
outstanding Award not provided for in the original Award agreement) or permitted
at the election of the Participant on terms and conditions established by the
Committee. Payments may include, without limitation, provisions for the payment
or crediting of reasonable interest on installment or deferred payments or the
grant or crediting of Dividend Equivalents or other amounts in respect of
installment or deferred payments denominated in Stock.

         (d)  Exemptions from Section 16(b) Liability
         --------------------------------------------
         It is the intent of the Corporation that the grant of any Awards to or
other transaction by a Participant who is subject to Section 16 of the Exchange
Act shall be exempt from Section 16 pursuant to an applicable exemption (except
for transactions acknowledged in writing to be non-exempt by such Participant).
Accordingly, if any provision of this Plan or any Award agreement does not
comply with the requirements of Rule 16b-3 as then applicable to any such
transaction shall be construed or deemed amended to the extent necessary to
conform to the applicable requirements of Rule 16b-3 so that such Participant
shall avoid liability under Section 16(b).

8.  PERFORMANCE AND ANNUAL INCENTIVE AWARDS

         (a)  Performance Conditions
         ---------------------------
         The right of a Participant to exercise or receive a grant or settlement
of any Award, and the timing thereof, may be subject to such performance
conditions as may be specified by the Committee. The Committee may use such
business criteria and other measures of performance as it may deem appropriate
in establishing any performance conditions, and may exercise its discretion to
reduce or increase the amounts payable under any Award subject to performance
conditions, except as limited under Sections 8(b) and 8(c) hereof, in the case
of a Performance Award or Annual Incentive Award intended to qualify under Code
Section 162(m).

                                      10

<PAGE>

         (b)  Performance Awards Granted to Designated Covered Employees
         ---------------------------------------------------------------
         If the Committee determines that a Performance Award to be granted to
an Eligible Person who is designated by the Committee as likely to be a Covered
Employee should qualify as "performance based compensation" for purposes of Code
Section 162(m), the grant, exercise and/or settlement of such Performance Award
shall be contingent upon achievement of pre-established performance goals and
other terms set forth in this Section 8(b).

                  (i) Performance Goals Generally. The performance goals for
such Performance Awards shall consist of one or more business criteria and a
targeted level or levels of performance with respect to each of such criteria,
as specified by the Committee consistent with this Section 8(b). Performance
goals shall be objective and shall otherwise meet the requirements of Code
Section 162(m) and regulations thereunder (including Regulation 1-162-27 and
successor regulations thereto), including the requirement that the level or
levels of performance targeted by the Committee result in the achievement of
performance goals being "substantially uncertain." The Committee may determine
that such Performance Awards shall be granted, exercised and/or settled upon
achievement of any one performance goal or that two or more of the performance
goals must be achieved as a condition to grant, exercise and/or settlement of
such Performance Awards. Performance goals may differ for Performance Awards
granted to any one Participant or to different Participants.

                  (ii) Business Criteria. One or more of the following business
criteria for the Corporation, on a consolidated basis, and/or for specified
subsidiaries or business or geographical units of the Corporation (except with
respect to the total shareholder return and earnings per share criteria), shall
be used by the Committee in establishing performance goals for such Performance
Awards: (A) earnings per share; (B) increase in revenues or margin; (C) increase
in cash flow; (D) operating margin; (E) return on net assets, return on
investment, return on capital, return on equity; (F) economic value added; (G)
direct contribution; (H) net income, pretax earnings, pretax earnings before
interest, depreciation and amortization (EBITDA), pretax earnings after interest
expense and before extraordinary or special items, operating income, income
before interest income or expense, unusual items and income taxes (local, state
or federal) and excluding budgeted and actual bonuses which might be paid under
any ongoing bonus plans of the Corporation; (I) working capital; (J) management
of fixed costs or variable costs; (K) identification or consummation of
investment opportunities or completion of specified projects in accordance with
corporate business plans, including strategic mergers, acquisitions or
divestitures; (L) total shareholder return; (M) debt reduction; and (N) any of
the above goals determined on an absolute or relative basis or as compared to
the performance of a published or special index deemed applicable by the
Committee including, but not limited to, the Standard & Poors 500 Stock Index or
a group of comparator companies. One or more of the foregoing business criteria
shall also be exclusively used in establishing performance goals for Annual
Incentive Awards granted to a Covered Employee under Section 8(c) hereof.

                  (iii) Performance Period; Timing for Establishing Performance
Goals. Achievement of performance goals in respect of such Performance Awards
shall be measured over a performance period of up to ten years, as specified by
the Committee. Performance goals shall be established not later than 90 days
after the beginning of any performance period applicable to such Performance
Awards, or at such other date as may be required or permitted for "performance
based compensation" under Code Section 162(m).

                                      11

<PAGE>

                  (iv) Performance Award Pool. The Committee may establish a
Performance Award pool, which shall be an unfunded pool, for purposes of
measuring performance of the Corporation in connection with Performance Awards.
The amount of such Performance Award pool shall be based upon the achievement of
a performance goal or goals based on one or more of the business criteria set
forth in Section 8(b)(ii) hereof, during the given performance period, as
specified by the Committee in accordance with Section 8(b)(iii) hereof. The
Committee may specify the amount of the Performance Award pool as a percentage
of any of such business criteria, a percentage thereof in excess of a threshold
amount, or as another amount which need not bear a strictly mathematical
relationship to such business criteria.

                  (v) Settlement of Performance Awards; Other Terms. After the
end of each performance period, the Committee shall determine the amount, if
any, of (A) the Performance Award pool, and the maximum amount of potential
Performance Award payable to each Participant in the Performance Award pool, or
(B) the amount of potential Performance Award otherwise payable to each
Participant. Settlement of such Performance Awards shall be in cash, Stock,
other Awards or other property, in the discretion of the Committee. The
Committee may, in its discretion, reduce the amount of a settlement otherwise to
be made in connection with such Performance Awards, but may not exercise
discretion to increase any such amount payable to a Covered Employee in respect
of a Performance Award subject to this Section 8(b). The Committee shall specify
the circumstances in which such Performance Awards shall be paid or forfeited in
the event of termination of employment by the Participant prior to the end of a
performance period or settlement of Performance Awards.

         (c)  Annual Incentive Awards Granted to Designated Covered Employees
         --------------------------------------------------------------------
         If the Committee determines that an Annual Incentive Award to be
granted to an Eligible Person who is designated by the Committee as likely to be
a Covered Employee should qualify as performance based compensation for purposes
of Code Section 162(m), the grant, exercise and/or settlement of such Annual
Incentive Award shall be contingent upon achievement of pre-established
performance goals and other terms set forth in this Section 8(c).

                  (i) Annual Incentive Award Pool. The Committee may establish
an Annual Incentive Award pool, which shall be an unfunded pool, for purposes of
measuring performance of the Corporation in connection with Annual Incentive
Awards. The amount of such Annual Incentive Award pool shall be based upon the
achievement of a performance goal or goals based on one or more of the business
criteria set forth in Section 8(b)(ii) hereof, during the given performance
period, as specified by the Committee in accordance with Section 8(b)(iii)
hereof. The Committee may specify the amount of the Annual Incentive Award pool
as a percentage of any of such business criteria, a percentage thereof in excess
of a threshold amount, or as another amount which need not bear a strictly
mathematical relationship to such business criteria.

                  (ii) Potential Annual Incentive Awards. Not later than the end
of the 90th day of each fiscal year, or at such other date as may be required or
permitted in the case of Awards intended to be "performance based compensation"
under Code Section 162(m), the Committee shall determine the Eligible Persons
who will potentially receive Annual Incentive Awards, and the amounts
potentially payable thereunder, for that fiscal year, either out of an Annual
Incentive Award pool established by such date under Section 8(c)(i) hereof or as
individual Annual Incentive Awards. In the case of individual Annual Incentive
Awards intended to qualify under Code Section 162(m), the amount potentially
payable shall be based upon the achievement of a

                                      12

<PAGE>

performance goal or goals based on one or more of the business criteria set
forth in Section 8(b)(ii) hereof, in the given performance year, as specified
by the Committee; in other cases, such amount shall be based on such criteria
as shall be established by the Committee.  In all cases, the maximum Annual
Incentive Award of any Participant shall be subject to the limitation set forth
in Section 5 hereof.

                  (iii) Payout of Annual Incentive Awards. After the end of each
fiscal year, the Committee shall determine the amount, if any, of (A) the Annual
Incentive Award pool, and the maximum amount of potential Annual Incentive Award
payable to each Participant in the Annual Incentive Award pool, or (B) the
amount of potential Annual Incentive Award otherwise payable to each
Participant. The Committee may, in its discretion, determine that the amount
payable to any Participant as a final Annual Incentive Award shall be increased
or reduced from the amount of his or her potential Annual Incentive Award,
including a determination to make no final Award whatsoever, but may not
exercise discretion to increase any such amount in the case of an Annual
Incentive Award intended to qualify under Code Section 162(m). The Committee
shall specify the circumstances in which an Annual Incentive Award shall be paid
or forfeited in the event of termination of employment by the Participant prior
to the end of a fiscal year or settlement of such Annual Incentive Award.

         (d)  Written Determinations
         ---------------------------
         All determinations by the Committee as to the establishment of
performance goals, the amount of a Performance Award pool or potential
individual Performance Awards and as to the achievment of performance goals
relating to Performance Awards under Section 8(b), and the amount of any Annual
Incentive Award pool or potential individual Annual Incentive Awards and the
amount of final Annual Incentive Awards under Section 8(c), shall be made in
writing in the case of any Award intended to qualify under Code Section 162(m).
The Committee may not delegate any responsibility relating to such Performance
Awards or Annual Incentive Awards.

         (e)  Status of Section 8(b) and Section 8(c) Awards under Code Section
         ----------------------------------------------------------------------
         162(m)
         ------
         It is the intent of the of the Corporation that Performance Awards and
Annual Incentive Awards under Sections 8(b) and 8(c) hereof granted to persons
who are designated by the Committee as likely to be Covered Employees within the
meaning of Code Section 162 (m) and regulations thereunder (including Regulation
1-162-27 and successor regulations thereto) shall, if so designated by the
Committee, constitute "performance based compensation" within the meaning of
Code Section 162(m) and regulations thereunder. Accordingly, the terms of
Sections 8(b), (c), (d), and (e), including the definitions of Covered Employee
and other terms under therein, shall be interpreted in a manner consistent with
Code Section 162(m) and regulations thereunder. The foregoing notwithstanding,
because the Committee cannot determine with certainty whether a given
Participant will be a Covered Employee with respect to a fiscal year that has
not yet been completed, the term Covered Employee as used herein shall mean only
a person designated by the Committee, at the time of grant of Performance Awards
or an Annual Incentive Award, as likely to be a Covered Employee with respect to
that fiscal year. If any provision of the Plan as in effect on the date of
adoption or any agreements relating to Performance Awards or Annual Incentive
Awards that are designated as intended to comply with Code Section 162(m) does
not comply or is inconsistent with the requirements of Code Section 162(m) or
regulations thereunder, such provision shall be construed or deemed amended to
the extent necessary to conform to such requirements.

                                      13

<PAGE>

9.  CHANGE IN CONTROL

         (a)  Effect of "Change In Control"
         ----------------------------------
         In the event of a "Change in Control", the following provisions shall
apply unless otherwise provided in the Award agreement:

                  (i) Any Award carrying a right to exercise that was not
previously exercisable and vested shall become fully exercisable and vested as
of the time of the Change in Control and shall remain exercisable and vested for
the balance of the stated term of such Award without regard to any termination
of employment by the Participant, subject only to applicable restrictions set
forth in Section 11(a) hereof;

                  (ii) Any optionee who holds an Option shall be entitled to
elect, during the 60 day period immediately following a Change in Control, in
lieu of acquiring the shares of Stock covered by such Option, to receive, and
the Corporation shall be obligated to pay, in cash the excess of the Change in
Control Price over the exercise price of such Option, multiplied by the number
of shares of Stock covered by such Option;

                  (iii) The restrictions, deferral of settlement, and forfeiture
conditions applicable to any other Award granted under the Plan shall lapse and
such Awards shall be deemed fully vested as of the time of the Change in
Control, except to the extent of any waiver by the Participant and subject to
applicable restrictions set forth in Section 11(a) hereof; and

                  (iv) With respect to any outstanding Award subject to
achievement of performance goals and conditions under the Plan, such performance
goals and other conditions will be deemed to be met if and to the extent so
provided in the Award agreement relating to such Award.

         (b)  Definition of "Change in Control"
         --------------------------------------
         A "Change in Control" shall be deemed to have occurred if:

                  (i) any Person (other than the Corporation, any trustee or
other fiduciary holding securities under any employee benefit plan of the
Corporation, or any company owned, directly or indirectly, by the stockholders
of the Corporation immediately prior to the occurrence with respect to which the
evaluation is being made in substantially the same proportions as their
ownership of the common stock of the Corporation) acquires securities of the
Corporation and immediately thereafter is the Beneficial Owner (except that a
Person shall be deemed to be the Beneficial Owner of all shares that any such
Person has the right to acquire pursuant to any agreement or arrangement or upon
exercise of conversion rights, warrants or options or otherwise, without regard
to the sixty day period referred to in Rule l3d-3 under the Exchange Act),
directly or indirectly, of securities of the Corporation representing 30% or
more of the combined voting power of the Corporation's then outstanding
securities (except that an acquisition of securities directly from the
Corporation shall not be deemed an acquisition for purposes of this clause (i));

                  (ii) during any period of two consecutive years individuals
who at the beginning of such period constitute the Board, and any new director
(other than a director designated by a

                                      14

<PAGE>

person who has entered into an agreement with the Corporation to a transaction
described in clause (i), (iii), or (iv) of this paragraph) whose election by
the Board or nomination for election by the Corporation's stockholders was
approved by a vote of at least two thirds of the directors then still in office
who either were directors at the beginning of the two-year period or whose
election or nomination for election was previously so approved but excluding
for this purpose any such new director whose initial assumption of office
occurs as a result of either an actual or threatened election contest (as such
terms are used in Rule 148-11 of Regulation 14A promulgated under the Exchange
Act) or other actual or threatened solicitation of proxies or consents by or on
behalf of an individual, corporation, partnership, group, associate or other
entity or Person other than the Board, cease for any reason to constitute at
least a majority of the Board;

                  (iii) the consummation of a merger or consolidation of the
Corporation with any other entity, other than a merger or consolidation which
would result in the voting securities of the Corporation outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving or resulting entity)
more than 50% of the combined voting power of the surviving or resulting entity
outstanding immediately after such merger or consolidation or a merger or
consolidation in which no premium is intended to be paid to any shareholder
participating in the merger or consolidation;

                  (iv) the stockholders of the Corporation approve a plan or
agreement for the sale or disposition of all or substantially all of the
consolidated assets of the Corporation (other than such a sale or disposition
immediately after which such assets will be owned directly or indirectly by the
stockholders of the Corporation, in substantially the same proportions as their
ownership of the common stock of the Corporation immediately prior to such sale
or disposition) in which case the Board shall determine the effective date of
the Change in Control resulting therefrom; or

                  (v) any other event occurs which the Board determines, in its
discretion, would materially alter the structure of the Corporation or its
ownership.

                  For purposes of this definition:

                           (1) The term "Beneficial Owner" shall have the
meaning ascribed to such term in Rule 13d-3 under the Exchange Act (including
any successor to such Rule).

                           (2) The term "Exchange Act" means the Securities
Exchange Act of 1934, as amended from time to time, or any successor act
thereto.

                           (3) The term "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 "group" as defined in Section 13(d) thereof.

         (c)  Definition of "Change in Control Price"
         --------------------------------------------
         The "Change in Control Price" means an amount in cash equal to the
higher of (i) the amount of cash and fair market value of property that is the
highest price per share paid (including extraordinary dividends) in any
transaction triggering the Change in Control or any

                                      15

<PAGE>

liquidation of shares following a sale of substantially all assets of the
Corporation, or (ii) the highest Fair Market Value per share at any time during
the 60-day period preceding and 60-day period following the Change in Control.

10.  OPTIONS GRANTED AUTOMATICALLY TO DIRECTORS

         (a)  Annual Option Grants
         -------------------------
         A Director Annual Option will be automatically granted at the close of
business on the date of the Corporation's Annual Meeting of shareholders except
as to 1999 in which case such grant shall occur on September 30, 1999.

         (b)  Number of Shares Subject to Automatic Option Grants
         --------------------------------------------------------
         Unless otherwise determined by the Board in a resolution adopted on or
prior to the date of the annual meeting of the Company's shareholders that
coincides with or most recently precedes the date of grant of an Option to a
non-employee director, the number of shares of Stock to be subject to each
Annual Option shall be 10,000, in each case subject to adjustment as provided in
Section 11(f).

         (c)  Other Director Annual Option Terms
         ---------------------------------------
         Unless otherwise determined by the Board, other terms of Annual Options
shall be as follows:

                  (i) The exercise price per share of Stock purchasable upon
exercise of a Director Annual Option will be equal to 100% of the Fair Market
Value of a share of Stock on the date of grant of the Option.

                  (ii) A Director Annual Option will expire at the earlier of
(A) 10 years after the date of grant, or (B) three months after the date the
Participant ceases to serve as a director of the Corporation for any reason.

                  (iii) Each Director Annual Option will become vested and
exercisable on the date following the date of grant.

         (d)  Method of Exercise
         -----------------------
         A Participant may exercise a Director Annual Option, in whole or in
part, at such time as it is exercisable and prior to its expiration, by giving
written notice of exercise to the Secretary of the Corporation, specifying the
option to be exercised and the number of shares to be purchased, and paying in
full the exercise price in cash (including by check) or by surrender of shares
of Stock already owned by the Participant (except for shares acquired from the
Company by exercise of an option less than six months before the date of
surrender) having a Fair Market Value at the time of exercise equal to the
exercise price, or by a combination of cash and shares.

         (e)  Availability of Shares
         ---------------------------
         If an automatic grant of Options authorized under Section 10(a) or (b)
cannot be made in full due to the limitation set forth in Section 4(a), such
grant shall be made (together with other automatic grants to occur at the same
time) to the greatest extent then permitted under Section 4(a).

                                      16

<PAGE>

11.  GENERAL PROVISIONS

         (a)  Compliance with Legal and Other Requirements
         -------------------------------------------------
         The Corporation may, to the extent deemed necessary or advisable by the
Committee, postpone the issuance or delivery of Stock or payment of other
benefits under any Award until completion of such registration or qualification
of such Stock or other required action under any federal or state law, rule or
regulation, listing or other required action with respect to any stock exchange
or automated quotation system upon which the Stock or other securities of the
Corporation are listed or quoted, or compliance with any other obligation of the
Corporation, as the Committee may consider appropriate, and may require any
Participant to make such representations, furnish such information and comply
with or be subject to such other conditions as it may consider appropriate in
connection with the issuance or delivery of Stock or payment of other benefits
in compliance with applicable laws, rules, and reasons, listing requirements, or
other obligations.

         (b)  Not an ERISA Plan
         ----------------------
         The Stock Plan is not subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA) or Section 401(a) of the Code.

         (c)  Amendment and Termination
         ------------------------------
         The Board has the exclusive authority to amend or modify the Plan in
any and all respects. However, no amendment or modification may, without the
consent of the optionee, adversely affect such individual's rights and
obligations under his or her outstanding stock options. In addition, the Board
may not, without the approval of the Company's stockholders:

                  (i)  materially increase the maximum number of shares issuable
under the Stock plan or otherwise increase the number of shares for which
options may be granted to newly elected or continuing Board members under the
automatic grant program, except in the event of certain changes in the
Company's capital structure (see the Section 11(f) hereof),

                  (ii) materially modify the eligibility requirements for Plan
participation, or

                  (iii) materially increase the benefits accruing to Plan
participants.

         In no event may any amendments be made to the provisions of the
automatic option grant program, including the outstanding grants thereunder, at
intervals more frequent than once every six (6) months, unless otherwise
necessary to comply with applicable Federal tax laws and regulations.

         The Plan will terminate on the earlier of (i) 2009 or (ii) the date on
which all shares available for issuance under the plan have been issued or
cancelled. Any stock options outstanding at that time, including the automatic
option grants, will continue in effect in accordance with the provisions of the
agreements evidencing those grants.

                                      17

<PAGE>

         (d)  Existence of Plan does not preclude issuances outside Plan
         ---------------------------------------------------------------
         The Plan does not, nor is it intended to limit the authority of the
Corporation to grant options outside of the Plan or to grant options to, or
assume the options of, any persons in connection with the acquisition of the
business and assets of any firm, company or other business entity.

         (e)  Limits on Transferability; Beneficiaries
         ---------------------------------------------
         No award or other right or interest of a participant, under the plan
shall be pledged, hypothecated or otherwise encumbered or subject to any lien,
obligation or liability of such Participant to any party (other than the
Corporation), or assigned or transferred by such Participant otherwise than by
will or the laws of descent and distribution or to a Beneficiary upon the death
of a Participant, and such Awards or rights that may be exercisable shall be
exercised during the lifetime of the Participant only by the Participant or his
or her guardian or legal representative, except that Awards and other rights
(other than ISO's and SAR's in tandem therewith) may be transferred to one or
more Beneficiaries or other transferees during the lifetime of the Participant,
and may be exercised by such transferees in accordance with the terms of such
Awards but only if and to the extent such transfers are permitted by the
Committee pursuant to the express terms of an Award agreement (subject to any
terms and conditions which the Committee may impose thereon). A Beneficiary,
transferee or other person claiming any rights under the Plan from or through
any Participant shall be subject to all terms and conditions of the Plan and any
Award agreement applicable to such Participant, except as otherwise determined
by the Committee, and to any additional terms and conditions deemed necessary or
appropriate by the Committee.

         (f)  Adjustments
         ----------------
         In the event that any dividend or other distribution (whether in the
form of cash, Stock, or other property), recapitalization, forward or reverse
split, reorganization, merger, consolidation, spin-off, combination, repurchase,
share exchange, liquidation, dissolution or other similar transaction or event
affects the Stock such that an adjustment is determined by the Committee to be
appropriate under the Plan, then the Committee shall, in such manner as it may
deem equitable, adjust any or all of (i) the number and kind of shares of Stock
which may be delivered in connection with Awards granted thereafter, (ii) the
number and kind of shares of Stock by which annual per-person Award limitations
are measured under Section 5 hereof, (iii) the number and kind of shares of
Stock subject to or deliverable in respect of outstanding Awards and (iv) the
exercise price, grant price or purchase price relating to any Award and/or make
provision for payment of cash or other property in respect of any outstanding
Award. In addition, the business unit, or the financial statements of the
Corporation or any subsidiary, or in response to changes in applicable laws,
regulations, accounting principles, tax rates and regulations or business
conditions or in view of the Committee's assessment of the business strategy of
the Corporation, any subsidiary or business unit thereof, performance of
comparable organizations, economic and business conditions, personal performance
of a Participant, and any other circumstances deemed relevant; provided, that no
such adjustment shall be authorized or made if and to the extent that such
authority or the making of such adjustment would cause Options, SAR's,
Performance Awards granted under Section 8(b) hereof, or Annual Incentive Awards
granted under Section 8(c) hereof, to Participants designated by the Committee
as Covered Employees and intended to qualify as "performance based compensation"
under Code Section 162(m) and regulations thereunder to otherwise fail to
qualify as "performance based compensation" under Code Section 162(m) and
regulations thereunder.

                                      18

<PAGE>

         (g)  Taxes
         ----------
         The Corporation and any subsidiary is authorized to withhold from any
Award granted, any payment relating to an Award under the Plan, including from a
distribution of Stock, or any payroll or other payment to a Participant, amounts
of withholding and other taxes due or potentially payable in connection with any
transaction involving an Award, and to take such other action as the Committee
may deem advisable to enable the Corporation and Participants to satisfy
obligations for the payment of withholding taxes and other tax obligations
relating to any Award. This authority shall include authority to withhold or
receive Stock or other property and to make cash payments in respect thereof in
satisfaction of a Participants tax obligations, either on a mandatory or
elective basis in the discretion of the Committee.

         (h)  Changes to the Plan and Awards
         -----------------------------------
         The Board may amend, alter, suspend, discontinue or terminate the Plan
or the Committee's authority to grant Awards under the Plan without the consent
of shareholders or Participants, except that any amendment or alteration to the
Plan shall be subject to the approval of the Corporation's shareholders not
later than the annual meeting next following such Board action if such
shareholder approval is required by any federal or state law or regulation or
the rules of any stock exchange or automated quotation system on which the Stock
may then be listed or quoted, and the Board may otherwise, in its discretion,
determine to submit other such changes to the Plan to shareholders for approval;
provided that, without the consent of an affected Participant, no such Board
action may materially and adversely affect the rights of such Participant under
any previously granted and outstanding Award. The Committee may waive any
conditions or rights under, or amend, alter, suspend, discontinue or terminate
any Award theretofore granted and any Award agreement relating thereto, except
as otherwise provided in the Plan; provided that, without the consent of an
affected Participant, no such Committee action may materially and adversely
affect the rights of such Participant under such Award. Notwithstanding anything
in the Plan to the contrary, if any right under this Plan would cause a
transaction to be ineligible for pooling of interest accounting that would, but
for the right hereunder, be eligible for such accounting treatment, the
Committee may modify or adjust the right so that pooling of interest accounting
shall be available, including the substitution of Stock having a Fair Market
Value equal to the cash otherwise payable hereunder for the right which caused
the transaction to be ineligible for pooling of interest accounting. In
addition, the Board shall also have the authority to modify the Plan, to the
extent it deems necessary or desirable in its sole discretion, to minimize the
taxes incurred by either the Company or any Participant relating to any Award.

         (i)  Limitation on Rights Conferred under Plan
         ----------------------------------------------
         Neither the Plan nor any action taken hereunder shall be construed as
(i) giving any Eligible Person or Participant the right to continue as an
Eligible Person or Participant or in the employ or service of the Corporation or
a subsidiary, (ii) interfering in any way with the right of the Corporation or a
subsidiary to terminate any Eligible Person's or Participant's employment or
service at any time, (iii) giving an Eligible Person or Participant any claim to
be granted any Award under the Plan or to be treated uniformly with other
Participants and employees, or (iv) conferring on a Participant any of the
rights of a shareholder of the Corporation unless and until the Participant is
duly issued or transferred shares of Stock in accordance with the terms of an
Award.

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<PAGE>

         (j)  Unfunded Status of Awards, Creation of Trusts
         --------------------------------------------------
         The Plan is intended to constitute an "unfunded" plan for certain
incentive awards and deferred compensation. With respect to any payments not yet
made to a Participant or obligation to deliver Stock pursuant to an Award,
nothing contained in the Plan or any Award shall give any such Participant any
rights that are greater than those of a general creditor of the Corporation.

         (k)  Nonexclusivity of the Plan
         -------------------------------
         Neither the adoption of the Plan by the Board nor its submission to the
shareholders of the Corporation for approval shall be construed as creating any
limitations on the power of the Board or a committee thereof to adopt such other
incentive arrangements as it may deem desirable including incentive arrangements
and awards which do not qualify under Code Section 162(m).

         (l)  Payments in the Event of Forfeitures; Fractional Shares
         ------------------------------------------------------------
         Unless otherwise determined by the Committee, in the event of a
forfeiture of an Award with respect to which a Participant paid cash or other
consideration, the Participant shall be repaid the amount of such cash or other
consideration. No fractional shares of Stock shall be issued or delivered
pursuant to the Plan or any Award. The Committee shall determine whether cash,
other Awards or other property shall be issued or paid in lieu of such
fractional shares or whether such fractional shares or any rights thereto shall
be forfeited or otherwise eliminated.

         (m)  Governing Law
         ------------------
         The validity, construction and effect of the Plan, any rules and
regulations under the Plan, and any Award agreement shall be determined in
accordance with the laws of the State of Nevada, without giving effect to
principles of conflicts of laws, and applicable federal law.

         (n)  Awards under Preexisting Plan(s)
         -------------------------------------
         Upon approval of the Plan by shareholders of the Corporation as
required under Sections 11(c) and 11(h) hereof, no further awards shall be
granted under the Preexisting Plan(s).

         (o)  Plan Effective Date and Shareholder Approval
         -------------------------------------------------
         The Plan has been adopted by the Board and the shareholders of the
Corporation effective the 19th of April 1999.

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