Exhibit 10.33








                                 VINIFERA, INC.

                              1993 STOCK AWARD PLAN


                                  March 9, 1993

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                                TABLE OF CONTENTS
                                                                           Page
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ARTICLE 1        ETABLISHMENT AND PURPOSE ...............................    1
        1.1      Establishment; Amendment and Restatement ...............    1
        1.2      Purpose ................................................    1

ARTICLE 2        DEFINITIONS ............................................    1
        2.1      Defined Terms...........................................    1
        2.2      Gender and Number.......................................    4

ARTICLE 3        ADMINISTRATION..........................................    4
        3.1      General.................................................    4
        3.2      Composition of the Committee............................    4
        3.3      Authority of the Committee..............................    4
        3.4      Action by the Committee.................................    5
        3.5      Delegation..............................................    5
        3.6      Liability of Committee Members..........................    5
        3.7      Awards to Non-Employee Directors........................    5
        3.8      Costs of Plan...........................................    5

ARTICLE 4        DURATION OF THE PLAN AND SHARES SUBJECT TO
                  THE PLAN................................................    5
        4.1      Duration of the Plan....................................    5
        4.2      Shares Subject to the Plan..............................    5

ARTICLE 5        ELIGIBILITY ............................................    5
        5.1      Employees and Advisors .................................    5
        5.2      Non-Employee Directors .................................    5

ARTICLE 6        AWARDS .................................................    5
        6.1      Types of Awards ........................................    5
        6.2      General ................................................    6
        6.3      Nonuniform Determinations ..............................    6
        6.4      Award Agreements .......................................    6
        6.5      Provisions Governing All Awards ........................    6

ARTICLE 7        OPTIONS ................................................    8


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        7.1      Types of Options .......................................    8
        7.2      General ................................................    8
        7.3      Option Price ...........................................    8
        7.4      Option Term ............................................    8
        7.5      Time of Exercise .......................................    8
        7.6      Method of Exercise .....................................    8
        7.7       Special Rules for Incentive Stock Options .............    9
        7.8      Restricted Shares ......................................    9
        7.9      Deferred Compensation Options ..........................    9
        7.10     Reload Options .........................................    9


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ARTICLE 8        STOCK APPRECIATION RIGHTS ..............................   10
        8.1      General.................................................   10
        8.2      Nature of Stock Appreciation Right......................   10
        8.3      Exercise................................................   10
        8.4      Form of Payment.........................................   10

ARTICLE 9        RESTRICTED AWARDS.......................................   10
        9.1      Types of Restricted Awards..............................   10
        9.2      General.................................................   11
        9.3      Restriction Period......................................   11
        9.4      Forfeiture..............................................   11
        9.5      Settlement of Restricted Awards.........................   11
        9.6      Rights as a Shareholder.................................   11

ARTICLE 10       PERFORMANCE AWARDS......................................   12
        10.1     General ................................................   12
        10.2     Nature of Performance Awards............................   12
        10.3     Performance Cycles......................................   12
        10.4     Performance Goals ......................................   12
        10.5     Determination of Awards.................................   12
        10.6     Timing and Form of Payment .............................   12

ARTICLE 11       OTHER STOCK BASED AND COMBINATION AWARDS................   12
        11.1     Other Stock-Based Awards ...............................   12
        11.2     Combination Awards......................................   12


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ARTICLE 12       DEFERRAL ELECTIONS......................................   13

ARTICLE 13       DIVIDEND EQUIVALENTS ...................................   13

ARTICLE 14       NON-EMPLOYEE DIRECTORS..................................   13
        14.1     General.................................................   13
        14.2     Eligibility.............................................   13
        14.3     Director Options........................................   13
        14.4     Award Agreements........................................   13

ARTICLE 15       ADJUSTMENTS UPON CHANGES IN
                 CAPITALIZATION, ETC ....................................   14
        15.1     Plan Does Not Restrict Corporation .....................   14
        15.2     Adjustments by the Committee............................   14

ARTICLE 16       AMENDMENT AND TERMINATION ..............................   14

ARTICLE 17       MISCELLANEOUS ..........................................   14
        17.1     Tax Withholding ........................................   14
        17.2     Unfunded Plan...........................................   15
        17.3     Payments to Trust ......................................   15
        17.4     Annulment of Awards.....................................   15
        17.5     Engaging in Competition With the Corporation ...........   15
        17.6     Other Corporation Benefit and Compensation Programs ....   15

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        17.7     Securities Law Restrictions ............................   15
        17.8     Governing Law ..........................................   16

ARTICLE 18       SHAREHOLDER APPROVAL ...................................   16


                                    EXHIBITS

Exhibit A -- Non-Employee Director Award Agreement


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                                 VINIFERA, INC.

                              1993 STOCK AWARD PLAN

                                    ARTICLE 1
                            ESTABLISHMENT AND PURPOSE

                  1.1 ESTABLISHMENT:  AMENDMENT AND RESTATEMENT.  Vinifera, Inc.
("Corporation"),  hereby  establishes the Vinifera,  Inc., 1993 Stock Award Plan
(the "Plan"),  effective as March 9, 1993,  subject to  shareholder  approval as
provided in Article 18.

                  1.2 PURPOSE. The purpose of the Plan is to promote and advance
the interests of Corporation  and its  shareholders  by enabling  Corporation to
attract,  retain, and reward key employees,  outside advisors,  and directors of
Corporation  and  its  subsidiaries.  It is  also  intended  to  strengthen  the
mutuality of interests  between such  employees,  advisors,  and  directors  and
Corporation's shareholders. The Plan is designed to meet this intent by offering
stock  options and other  equity-based  incentive  awards,  thereby  providing a
proprietary  interest in  pursuing  the  long-term  growth,  profitability,  and
financial success of Corporation.

                                    ARTICLE 2
                                   DEFINITIONS

                  2.1 DEFINED  TERMS.  For purposes of the Plan,  the  following
terms shall have the meanings set forth below:

                  "ADVISOR"   means  a  member  of  an  Advisory   Committee  of
Corporation or a Subsidiary,  or any other consultant selected by the Committee,
who is neither an employee of  Corporation  or a Subsidiary  nor a  Non-Employee
Director.

                  "ADVISORY  COMMITTEE" means a scientific advisory committee to
Corporation or a Subsidiary.

                  "AWARD"  means  an award or  grant  made to a  Participant  of
Options,  Stock Appreciation Rights,  Restricted Awards,  Performance Awards, or
Other Stock-Based Awards pursuant to the Plan.

                  "AWARD  AGREEMENT"  means an agreement as described in Section
6.4. "BOARD" means the Board of Directors of Corporation.

                  "CODE" means the Internal Revenue Code of 1986, as amended and
in effect from time to time,  or any  successor  thereto,  together  with rules,
regulations,  and interpretations  promulgated thereunder.  Where the context so
requires, any reference to a particular Code section shall be construed to refer
to the successor provision to such Code section.


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                  "COMMITTEE"  means  the  committee  appointed  by the Board to
administer the Plan as provided in Article 3 of the Plan.

                  "COMMON  STOCK" means the Common Stock,  of Corporation or any
security of Corporation issued in substitution, exchange, or lieu thereof.

                  "CONTINUING RESTRICTION" means a Restriction contained in
Sections  6.5.(g),  17.4, 17.5, and 17.7 of the Plan and any other  Restrictions
expressly  designated  by the  Committee  in an Award  Agreement as a Continuing
Restriction.

                  "CORPORATION" means Vinifera, Inc., an Oregon corporation,  or
any successor corporation.

                  "DEFERRED  COMPENSATION  OPTION" means a  Nonqualified  Option
granted  with an option  price less than Fair Market  Value on the date of grant
pursuant to Section 7.9 of the Plan.

                  "DISABILITY"  means the condition of being  "disabled"  within
the meaning of Section 422(c)(7) of the Code. However,  the Committee may change
the foregoing definition of "Disability" or may adopt a different definition for
purposes of specific Awards.

                  "EXCHANGE ACT" means the  Securities  Exchange Act of 1934, as
amended and in effect from time to time,  or any  successor  statute.  Where the
context so requires,  any reference to a particular section of the Exchange Act,
or to any rule promulgated  under the Exchange Act, shall be .construed to refer
to successor provisions to such section or rule.

                  "FAIR  MARKET  VALUE"  means on any given date,  (i) until the
Registration  Date,  the fair market value of the Common Stock as  determined by
the Board and (ii) from and after the Registration Date, the daily closing price
on the day preceding the date an Award is granted. For purposes of the foregoing
clause (ii),  the closing  price for each day shall be the last  reported  sales
price or,  in case no such  reported  sales  take  place on such  day,  the last
reported bid price, in either case on the principal national securities exchange
on which the Common Stock is listed or admitted to trading or the last  reported
sales price on the National Market System ("NMS") of the National Association of
Securities Dealers Automated Quotation System ("NASDAQ"), or if the Common Stock
is not  included in the NMS,  the average of the  reported  last closing bid and
asked prices on NASDAQ,  or if not listed or admitted to trading on any national
securities  exchange or NASDAQ,  the average  reported bid price as furnished by
The National Quotation Bureau, Incorporated (or the equivalent recognized source
of quotations), all as adjusted.

                  "INCENTIVE  STOCK  OPTION" or "ISO"  means any Option  granted
pursuant to the Plan that is intended to be and is  specifically  designated  in
its Award Agreement as an "incentive stock option" within the meaning of Section
422 of the Code.

                  "NON-EMPLOYEE DIRECTOR" means a member of the Board who is not
an employee of Corporation or any Subsidiary.


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                  "NONQUALIFIED  OPTION" or "NQO" means any Option,  including a
Deferred  Compensation  Option,  granted  pursuant  to the  Plan  that is not an
Incentive Stock Option.

                  "OPTION"  means an ISO,  an NQO,  or a  Deferred  Compensation
Option. "OTHER STOCK-BASED AWARD" means an Award as defined in Section 11.1.

                  "PARTICIPANT"   means  an   employee  of   Corporation   or  a
Subsidiary, an Advisor, or a Non-Employee Director who is granted an Award under
the Plan.

                  "PERFORMANCE  AWARD"  means an Award  granted  pursuant to the
provisions  of Article 10 of the Plan,  the  Vesting of which is  contingent  on
performance agent.

                  "PERFORMANCE  CYCLE"  means a  designated  performance  period
pursuant to the provisions of Section 10.3 of the Plan.

                  "PERFORMANCE  GOAL" means a designated  performance  objective
pursuant to the provisions of Section 10.4 of the Plan.

                  "PLAN" means this  Vinifera,  Inc.,  1993 Stock Award Plan, as
set forth herein and as it may be hereafter amended and from time to time.

                  "REGISTRATION  DATE" shall mean the effective  date upon which
the Common Stock is registered under the Exchange Act.

                  "REPORTING  PERSON" means a Participant  who is subject to the
reporting requirements of Section 16(a) of the Exchange Act.

                  "RESTRICTED  AWARD" means a  Restricted  Share or a Restricted
Unit granted pursuant to Article 9 of the Plan.

                  "RESTRICTED SHARE" means an Award described in Section 9.1.(a)
of the Plan.

                  "RESTRICTED UNIT" means an Award of units representing  Shares
described in Section 9. 1.(b) of the Plan.

                  "RESTRICTION"  means a  provision  in the  Plan or in an Award
Agreement which limits the exercisability or  transferability,  or which governs
the  forfeiture,  of an Award or the Shares,  cash,  or other  property  payable
pursuant to an Award.

                  "RETIREMENT" means:

                  (a) For Participants who are employees, retirement from active
      employment with  Corporation  and its  Subsidiaries on or after age 65, or
      such earlier  retirement date as approved by the Committee for purposes of
      the Plan;


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                  (b)  For   Participants   who  are   Non-Employee   Directors,
      termination  of  membership  on the Board after  attaining age 70, or such
      earlier  retirement  date as approved by the Committee for purposes of the
      Plan; and

                  (c) For Participants who are Advisors,  termination of service
      as an Advisor after  attaining age 70, or such earlier  retirement date as
      approved by the Committee for purposes of the Plan.

However,  the Committee may change the foregoing  definition of  "Retirement' or
may adopt a different definition for purposes of specific Awards.

                  "SHARE" means a share of Common Stock.

                  "STOCK  APPRECIATION RIGHT" or "SAR' means an Award to benefit
from the  appreciation  of Common Stock  granted  pursuant to the  provisions of
Article 8 of the Plan.

                  "SUBSIDIARY" means a 'subsidiary  corporation" of Corporation,
within the meaning of Section 425 of the Code,  namely any  corporation in which
Corporation  directly  or  indirectly  controls  50 percent or more of the total
combined voting power of all classes of stock having voting power.

                  "VEST" or 'Vested" means:

                  (a) In the case of an Award that requires  exercise,  to be or
      to become  immediately and fully  exercisable and free of all Restrictions
      (other than Continuing Restrictions);

                  (b) In the case of an Award that is subject to forfeiture,  to
      be or to  become  nonforfeitable,  freely  transferable,  and  free of all
      Restrictions (other than Continuing Restrictions);

                  (c) In the case of an Award that is  required  to be earned by
      attaining  specified  Performance  Goals,  to be or to become  earned  and
      nonforfeitable,  freely transferable,  and free of all Restrictions (other
      than Continuing Restrictions); or

                  (d) In the case of any other Award as to which  payment is not
      dependent  solely upon the  exercise of a right,  election,  exercise,  or
      option,  to  be  or  to  become  immediately   payable  and  free  of  all
      Restrictions (except Continuing Restrictions).

                  2.2 GENDER AND NUMBER. Except where otherwise indicated by the
      context, any masculine or feminine terminology used in the Plan shall also
      include the opposite gender; and the definition of any term in Section 2.1
      in the singular shall also include the plural, and vice versa.

                                    ARTICLE 3
                                 ADMINISTRATION

                  3.1 GENERAL. The Plan shall be administered by the Board until
the Registration Date; until such time the Board shall have all of the powers



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of the Committee as set forth in this Article 3.  Thereafter,  the Plan shall be
administered by a Committee composed as described in Section 3.2.

                  3.2  COMPOSITION  OF THE  COMMITTEE.  The  Committee  shall be
appointed by the Board and shall consist of not less than a sufficient number of
disinterested  members of the Board so as to qualify the Committee to administer
the Plan as  contemplated  by Rule 16b-3 under the  Exchange  Act. The Board may
from time to time  remove  members  from,  or add  members  to,  the  Committee.
Vacancies on the Committee,  however caused,  shall be filled by the Board.  The
initial members of the Committee shall be the members of Corporation's  existing
Executive  Compensation  Committee.  The  Board  may at  any  time  replace  the
Executive Compensation  Committee with another Committee.  In the event that the
Executive Compensation Committee shall cease to satisfy the requirements of Rule
16b-3, the Board shall appoint another Committee satisfying such requirements.

                  3.3 AUTHORITY OF THE COMMITTEE.  The Committee shall have full
power and authority  (subject to such orders or  resolutions as may be issued or
adopted  from  time to time by the  Board)  to  administer  the Plan in its sole
discretion, including the authority to:

                  (a) Construe and interpret the Plan and any Award Agreement;

                  (b)  Promulgate,  amend,  and  rescind  rules  and  procedures
      relating to the implementation of the Plan;

                  (c)      With respect to employees and Advisors:

                           (i)      Select the employees and Advisors who  shall
                  be granted Awards;

                           (ii)  Determine  the number and types of Awards to be
                  granted to each such Participant;

                           (iii)  Determine  the  number  of  Shares,  or  Share
                  equivalents, to be subject to each Award;

                           (iv) Determine the option price, purchase price, base
                  price, or similar feature for any Award; and

                           (v)  Determine  all the terms and  conditions  of all
                  Award  Agreements,  consistent  with the  requirements  of the
                  Plan.

Decisions of the Committee,  or any delegate as permitted by the Plan,  shall be
final, conclusive, and binding on all Participants.

                  3.4 ACTION BY THE COMMITTEE.  A majority of the members of the
Committee  shall  constitute a quorum for the  transaction  of business.  Action
approved by a majority  of the members  present at any meeting at which a quorum


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is present,  or action in writing by a majority of the members of the Committee,
shall be the valid acts of the Committee.

                  3.5 DELEGATION.  Notwithstanding the foregoing,  the Committee
may delegate to one or more officers of  Corporation  the authority to determine
the recipients,  types, amounts, and terms of Awards granted to Participants who
are not Reporting Persons.

                  3.6 LIABILITY OF COMMITTEE Members. No member of the Committee
shall be liable for any action or determination  made in good faith with respect
to the Plan, any Award, or any Participant.

                  3.7  Awards  to  Non-Employee  Directors.  From and  after the
Registration  Date, the Committee  shall have no discretion as to any aspects of
Awards to Non-Employee Directors, which Awards shall be governed by Article 14.

                  3.8 Costs of Plan. The costs and expenses of administering the
Plan shall be home by Corporation.

                                    ARTICLE 4
                  DURATION OF THE PLAN AND SUBJECT TO THE PLAN

                  4.1 DURATION OF THE PLAN. The Plan is effective March 9, 1993,
subject to approval by Corporation's shareholders as provided in Article 18. The
Plan shall  remain in effect  until  Awards have been  granted  covering all the
available Shares or the Plan is otherwise  terminated by the Board.  Termination
of the Plan shall not affect outstanding Awards.

                  4.2 SHARES  SUBJECT TO THE PLAN.  The shares which may be made
subject to Awards under the Plan shall be Shares of Common  Stock,  which may be
either authorized and unissued Shares or reacquired Shares. No fractional Shares
shall be issued  under the Plan.  The maximum  number of Shares for which Awards
may be granted under the Plan shall be 2,000,000  Shares,  subject to adjustment
pursuant  to Article  15. If an Award  under the Plan is canceled or expires for
any reason prior to having been fully Vested or exercised by a Participant or is
settled in cash in lieu of Shares or is exchanged for other  Awards,  all Shares
covered by such Awards shall be made available for future Awards under the Plan.

                                    ARTICLE 5
                                   ELIGIBILITY

                  5.1 EMPLOYEES  AND ADVISORS.  Officers and other key employees
of Corporation and its Subsidiaries (who may also be directors of Corporation or
a  Subsidiary),   Advisors,  and,  until  the  Registration  Date,  Non-Employee
Directors,  who, in the Committee's judgment, are or will be contributors to the
long-term  success of Corporation  shall be eligible to receive Awards under the
Plan.


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                  5.2  NON-EMPLOYEE  DIRECTORS.  From and after the Registration
Date,  all  Non-Employee  Directors  shall be  eligible  to receive  Awards only
pursuant to Article 14 of the Plan.

                                    ARTICLE 6
                                     AWARDS

                  6.1 TYPES OF AWARDS.  The types of Awards  that may be granted
under the Plan are:

                  (a) Options governed by Article 7 of the Plan;

                  (b) Stock  Appreciation  Rights  governed  by Article 8 of the
      Plan;

                  (c) Restricted Awards governed by Article 9 of the Plan;

                  (d) Performance Awards governed by Article 10 of the Plan; and

                  (e) Other Stock-Based Awards or combination awards governed by
      Article 11 of the Plan.

In the discretion of the Committee,  any Award may be granted alone, in addition
to, or in tandem with other Awards under the Plan.

                  6.2  GENERAL.  Subject  to the  limitations  of the Plan,  the
Committee may cause  Corporation to grant Awards to such  Participants,  at such
times,  of such  types,  in such  amounts,  for such  periods,  with such option
prices, purchase prices, or base prices, and subject to such terms,  conditions,
limitations,  and restrictions as the Committee,  in its discretion,  shall deem
appropriate.  Awards may be granted as additional  compensation to a Participant
or in lieu of other compensation to such Participant.  A Participant may receive
more than one Award and more than one type of Award under the Plan.

                  6.3 NONUNIFORM DETERMINATIONS.  The Committee's determinations
under  the  Plan  or  under  one or more  Award  Agreements,  including  without
limitation,  (a) the selection of Participants to receive Awards,  (b) the type,
form,  amount, and timing of Awards, (c) the terms of specific Award Agreements,
and (d)  elections  and  determinations  made by the  Committee  with respect to
exercise  or  payments  of Awards,  need not be  uniform  and may be made by the
Committee selectively among Participants and Awards, whether or not Participants
are similarly situated.

                  6.4 AWARD  AGREEMENTS.  Each  Award  shall be  evidenced  by a
written  Award  Agreement  between   Corporation  and  the  Participant.   Award
Agreements  may,  subject to the  provisions of the Plan,  contain any provision
approved by the Committee.

                  6.5  PROVISIONS  GOVERNING  ALL  AWARDS.  All Awards  shall be
subject to the following provisions:

                  (a) ALTERNATIVE  AWARDS. If any Awards are designated in their
      Award Agreements as alternative to each other, the exercise of all or part


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      of one Award  automatically  shall cause an immediate  equal (or pro rata)
      corresponding termination of the other alternative Award or Awards.

                  (b) RIGHTS AS  SHAREHOLDERS.  Except as provided under Section
      9.6 with respect to grants of Restricted Shares, no Participant shall have
      any rights of a  shareholder  with  respect to Shares  subject to an Award
      until such Shares are issued in the name of the Participant.

                  (c)  EMPLOYMENT  RIGHTS.  Neither the adoption of the Plan nor
      the  granting  of any Award  shall (i)  confer on any  person the right to
      continued  employment  with  Corporation or any Subsidiary or the right to
      remain as a director of Corporation or a member of any Advisory Committee,
      as the  case  may  be,  (ii)  interfere  in any  way  with  the  right  of
      Corporation  or a Subsidiary to terminate  such person's  employment or to
      decrease such employee's compensation or benefits or to remove such person
      as an Advisor or as a director at any time for any reason, with or without
      cause,  or (iii) confer on any person engaged by Corporation  any right to
      be retained or employed by Corporation or to the continuation,  extension,
      renewal,  or modification of any  compensation,  contract,  or arrangement
      with or by Corporation.

                  (d) NONTRANSFERABLE.  Each Award (other than Restricted Shares
      after they Vest) shall not be  transferable  otherwise than by will or the
      laws  of  descent  and  distribution  of  the  state  or  country  of  the
      Participant's  domicile  at the time of death or  pursuant  to a qualified
      domestic  relations  order  as  defined  under  the Code or Title I of the
      Employee   Retirement  Income  Security  Act,  and  each  Award  shall  be
      exercisable  (if  exercise  is  required)   during  the  lifetime  of  the
      Participant,  only by the  Participant  or, in the  event the  Participant
      becomes  legally  incompetent,  by the  Participant's  guardian  or  legal
      representative.

                  (e) TERMINATION OF EMPLOYMENT.  The terms and conditions under
      which  an  Award  may be  exercised,  if at  all,  after  a  Participant's
      termination  of employment  or service as an Advisor or as a  Non-Employee
      Director  shall  be  determined  by the  Committee  and  specified  in the
      applicable Award Agreement.  The Committee, at the time of grant or at any
      time thereafter, may extend the period of time, if any, not later than the
      original  expiration  date of the  Award,  during  which an  Award  may be
      exercised  following  termination  of  employment,  and may  increase  the
      portion of an Award that is  exercisable,  subject to terms and conditions
      specified by the Committee.

                  (f) CHANGE IN CONTROL. The Committee,  in its discretion,  may
      provide in any Award Agreement that in the event of a change in control of
      Corporation   (as  the  Committee  may  define  such  term  in  the  Award
      Agreement), as of the date of such change in control:

                           (i) All, or a specified  portion of, Awards requiring
                  exercise  shall  become  fully  and  immediately  exercisable,
                  notwithstanding any other limitations on exercise;


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                           (ii) All, or a specified  portion of, Awards  subject
                  to Restrictions shall become fully Vested; and

                           (iii) All, or a specified  portion of, Awards subject
                  to  Performance  Goals  shall be  deemed  to have  been  fully
                  earned.

      The Committee, in its discretion, may include change in control provisions
      in some Award Agreements and not in others,  may include  different change
      in control  provisions  in  different  Award  Agreements,  and may include
      change in control  provisions for some Awards or some Participants and not
      for others.

                  (g) REPORTING  PERSONS.  With respect to all Awards granted to
      Reporting  Persons,  the Award Agreement shall provide that, except as may
      be otherwise determined by the Committee:

                           (i) For Awards requiring  exercise,  if the Reporting
                  Person  exercises  the Award  within six months after the date
                  the Award was granted,  any Shares  acquired  upon exercise of
                  the Award may not be sold until at least six months  after the
                  date the Award was granted, except in the case of the death or
                  Disability of the Participant; and

                           (ii)  Shares  issued  pursuant to any other Award may
                  not be sold by the  Participant  for at least six months after
                  acquisition,  except in the case of the death or Disability of
                  the Participant;

      provided, however, that (unless an Award Agreement provides otherwise) the
      limitation  of this Section  6.5.(g)  shall apply only if or to the extent
      required by Rule 16b-3 under the Exchange Act. Award Agreements for Awards
      to  Reporting  Persons  shall also  comply  with any  future  restrictions
      imposed by such Rule 16b-3.

                  (h)  SERVICE  PERIODS . At the time of  granting  Awards,  the
      Committee may specify, by resolution or in the Award Agreement, the period
      or periods of service  performed or to be performed by the  Participant in
      connection with the grant of the Award.

                                    ARTICLE 7
                                     OPTIONS

                  7.1 TYPES OF OPTIONS. Options granted under the Plan may be in
the form of Incentive Stock Options or Nonqualified  Options (including Deferred
Compensation  Options).  The  grant  of  each  Option  and the  Award  Agreement
governing  each  Option  shall  identify  the Option as an ISO or an NQO. In the
event the Code is amended  to provide  for  tax-favored  forms of stock  options
other than or in addition to Incentive  Stock  Options,  the Committee may grant
Options under the Plan meeting the requirements of such forms of options.


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<PAGE>


                  7.2  GENERAL.  Options  shall  be  subject  to the  terms  and
conditions  set forth in  Article 6 and this  Article 7 and shall  contain  such
additional terms and conditions, not inconsistent with the express provisions of
the Plan, as the Committee shall deem desirable.

                  7.3 OPTION PRICE. Each Award Agreement for Options shall state
the  option  exercise  price  per Share of Common  Stock  purchasable  under the
Option, which shall not be less than:

                  (a) $1  per  share  in the  case  of a  Deferred  Compensation
      Option;

                  (b) 75 percent of the Fair Market Value of a Share on the date
      of grant for all other Nonqualified Options; or

                  (c) 100  percent  of the Fair  Market  Value of a Share on the
      date of  grant  for  all  Incentive  Stock  Options;  provided  that if an
      Incentive Stock Option is granted under the Plan to an employee possessing
      more than 10 percent of the total combined  voting power of all classes of
      stock of  Corporation or of any parent or Subsidiary of  Corporation,  the
      option  price must be at least 1 10 percent of the Fair Market  Value of a
      Share on the date the Option is granted.

                  7.4 OPTION  TERM.  The Award  Agreement  for each Option shall
specify the term of each Option, have a specified period during which the Option
may be exercised, as determined by the Committee;  provided that if an Incentive
Stock  Option is granted to an employee  possessing  more than 10 percent of the
total combined voting power of all classes of stock of Corporation,  the term of
the Option  shall not exceed five  years,  and the term of all  Incentive  Stock
Options shall not exceed 10 years.

                  7.5 TIME OF  EXERCISE.  The Award  Agreement  for each  Option
shall specify, as determined by the Committee:

                  (a) The time or times when the Option shall become exercisable
      and whether the Option  shall become  exercisable  in full or in graduated
      amounts over a period specified in the Award Agreement;

                  (b) Such other terms, conditions,  and restrictions as to when
      the Option may be exercised as shall be determined by the Committee; and

                  (c)  The  extent,   if  any,  that  the  Option  shall  remain
      exercisable after the Participant  ceases to be an employee,  Advisor,  or
      director of Corporation or a Subsidiary.

An Award  Agreement  for an Option  may,  in the  discretion  of the  Committee,
provide  whether,  and to what extent,  the Option will become  immediately  and
fully  exercisable (i) in the event of the death,  Disability,  or Retirement of
the  Participant,  or (ii)  upon  the  occurrence  of a  change  in  control  of
Corporation.



                                       10

<PAGE>

                  7.6 METHOD OF EXERCISE.  The Award  Agreement  for each Option
shall  specify the method or methods of payment  acceptable  upon exercise of an
Option.  An Award Agreement may provide that the option price is payable in full
in cash or, at the discretion of the Committee:

                  (a) In  installments on such terms and over such period as the
      COMMITTEE shall determine;

                  (b)  In  previously  acquired  Shares  (including   Restricted
      Shares);

                  (c)  By  surrendering   outstanding   Awards  under  the  Plan
      denominated in Shares or in Share equivalent units;

                  (d) By delivery (in a form  approved by the  Committee)  of an
      irrevocable direction to a securities broker acceptable to the Committee:

                      (i)  To sell Shares subject to the Option and  to  deliver
                  all or a part of the sales  proceeds to Corporation in payment
                  of all or a part of the  option  price and  withholding  taxes
                  due; or

                      (ii) To pledge Shares subject to the Option  to the broker
                  as  security  for a loan and to  deliver  all or a part of the
                  loan  proceeds to  Corporation  in payment of all or a part of
                  the option price and withholding taxes due; or

                  (e) In any  combination  of the foregoing or in any other form
      approved by the Committee.

If Restricted  Shares are  surrendered  in full or partial  payment of an Option
price, a  corresponding  number of the Shares issued upon exercise of the Option
shall be Restricted  Shares subject to the same  Restrictions as the surrendered
Restricted Shares.

                  7.7 SPECIAL RULES FOR INCENTIVE STOCK OPTIONS.  In the case of
an Option  designated as an Incentive Stock Option,  the terms of the Option and
the Award  Agreement  shall be in conformance  with the statutory and regulatory
requirements specified in Section 422 of the Code, as in effect on the date such
ISO is  granted.  ISOs may be granted  only to  employees  of  Corporation  or a
Subsidiary. No employee may be granted Incentive Stock Options under the Plan if
the  aggregate  fair  market  value,  on the date of grant,  of the Shares  with
respect to which  Incentive  Stock Options are exercisable for the first time by
that  employee  during  any  calendar  year  under  the Plan and under any other
incentive  stock  option plan (within the meaning of Section 422 of the Code) of
Corporation or any parent or Subsidiary of Corporation  exceeds  $100,000.  ISOs
may not be granted  under the Plan  after  March 9,  2003,  unless the  ten-year
limitation of Section 422(b)(2) of the Code is removed or extended.

                  7.8 RESTRICTED SHARES. In the discretion of the Committee, the
Shares  issuable  upon  exercise  of an Option  may be  Restricted  Shares if so
provided in the Award Agreement.


                                       11

<PAGE>


                  7.9 DEFERRED  COMPENSATION  OPTIONS. The Committee may, in its
discretion,  grant Deferred  Compensation Options with an option price less than
Fair  Market  Value to provide a means for  deferral of  compensation  to future
dates. The option price shall be determined by the Committee  subject to Section
7.3(a) of the Plan.  The number of Shares  subject  to a  Deferred  Compensation
Option shall be determined by the Committee, in its discretion,  by dividing the
amount of compensation to be deferred by the difference  between the Fair Market
Value  of a Share  on the date of grant  and the  option  price of the  Deferred
Compensation Option. Amounts of compensation deferred with Deferred Compensation
Options may include  amounts earned under Awards granted under the Plan or under
any other compensation program or arrangement of Corporation as permitted by the
Committee.  The Committee shall grant Deferred  Compensation  Options only if it
reasonably  determines  that the recipient of such an Option is not likely to be
deemed to be in constructive receipt for income tax purposes of the income being
deferred.

                  7.10 RELOAD OPTIONS.  The Committee,  in its  discretion,  may
provide in an Award  Agreement for an Option that in the event all or a, portion
of the Option is exercised by the Participant using previously  acquired Shares,
the Participant  shall  automatically  be granted a replacement  Option (with an
option  price  equal  to the  Fair  Market  Value of a Share on the date of such
exercise)  for a number of Shares equal to (or equal to a portion of) the number
of shares  surrendered upon exercise of the Option.  Such reload Option features
may be subject to such terms and  conditions as the Committee  shall  determine,
including without limitation, a condition that the Participant retain the Shares
issued upon exercise of the Option for a specified period of time.


                                    ARTICLE 8
                            STOCK APPRECIATION RIGHTS

                  8.1 GENERAL. Stock Appreciation Rights shall be subject to the
terms and conditions set forth in Article 6 and this Article 8 and shall contain
such additional terms and conditions, not inconsistent with the express terms of
the Plan, as the Committee shall deem desirable.

                  8.2 NATURE OF STOCK  APPRECIATION  RIGHT. A Stock Appreciation
Right is an Award  entitling  a  Participant  to receive an amount  equal to the
excess (or if the Committee  shall  determine at the time of grant, a portion of
the excess) of the Fair Market  Value of a Share of Common  Stock on the date of
exercise  of the SAR over the base price,  as  described  below,  on the date of
grant of the SAR,  multiplied  by the number of Shares with respect to which the
SAR  shall  have been  exercised.  The base  price  shall be  designated  by the
Committee in the Award Agreement for the SAR and may be the Fair Market Value of
a Share on the grant date of the SAR or such other  higher or lower price as the
Committee shall determine.

                  8.3 EXERCISE. A Stock Appreciation Right may be exercised by a
Participant in accordance  with  procedures  established  by the Committee.  The
Committee may also provide that a SAR shall be automatically exercised on one or
more  specified  dates  or  upon  the  satisfaction  of  one or  more  specified
conditions.  In the case of SARs granted to Reporting  Persons,  exercise of the


                                       12

<PAGE>


SAR shall be limited by the Committee to the extent  required to comply with the
applicable requirements of Rule 16b-3 under the Exchange Act.

                  8.4  FORM  OF  PAYMENT.  Payment  upon  exercise  of  a  Stock
Appreciation Right may be made in cash, in installments,  in Shares, by issuance
of a Deferred Compensation Option, or in any combination of the foregoing, or in
any other form as the Committee shall determine.


                                    ARTICLE 9
                                RESTRICTED AWARDS

                  9.1 TYPES OF  RESTRICTED  AWARDS.  Restricted  Awards  granted
under the Plan may be in the form of  either  Restricted  Shares  or  Restricted
Units.

                  (a)  RESTRICTED  SHARES.  A  Restricted  Share  is an Award of
      Shares  transferred to a Participant  subject to such terms and conditions
      as  the  Committee  deems  appropriate,   including,  without  limitation,
      restrictions on the sale,  assignment,  transfer,  or other disposition of
      such Restricted  Shares and may include a requirement that the Participant
      forfeit such  Restricted  Shares back to Corporation  upon  termination of
      Participant's  employment (or service as an Advisor) for specified reasons
      within a specified period of time or upon other  conditions,  as set forth
      in the  Award  Agreement  for such  Restricted  Shares.  Each  Participant
      receiving  a  Restricted  Share  shall be  issued a stock  certificate  in
      respect of such Shares,  registered in the name of such  Participant,  and
      shall execute a stock power in blank with respect to the Shares  evidenced
      by such certificate. The certificate evidencing such Restricted Shares and
      the  stock  power  shall  be held in  custody  by  Corporation  until  the
      Restrictions thereon shall have lapsed.

                  (b) RESTRICTED UNITS. A Restricted Unit is an Award of units
      (with each unit having a value equivalent to one Share) granted to a
      Participant subject to such terms and conditions as the Committee deems
      appropriate, and may include a requirement that the Participant forfeit
      such Restricted Units upon termination of Participant's employment (or
      service as an Advisor) for specified reasons within a specified period of
      time or upon other conditions, as set forth in the Award Agreement for
      such Restricted Units.

                  9.2 GENERAL. Restricted Awards shall be subject to the terms
and conditions of Article 6 and this Article 9 and shall contain such additional
terms and conditions, not inconsistent with the express provisions of the Plan,
as the Committee shall deem desirable.

                  9.3 RESTRICTION PERIOD. Restricted Awards shall provide that
such Awards, and the Shares subject to such Awards, may not be transferred, and
may provide that, in order for a Participant to Vest in such Awards, the
Participant must remain in the employment (or remain as an Advisor) of
Corporation or its Subsidiaries, subject to relief for reasons specified in the
Award Agreement, for a period commencing on the date of the Award and ending on
such later date or dates as the Committee may designate at the time of the Award
(the "Restriction Period"). During the Restriction Period, a


                                       13

<PAGE>

Participant may not sell, assign, transfer, pledge, encumber, or otherwise
dispose of Shares received under or governed by a Restricted Award grant. The
Committee, in its sole discretion, may provide for the lapse of restrictions in
installments during the Restriction Period. Upon expiration of the applicable
Restriction Period (or lapse of Restrictions during the Restriction Period where
the Restrictions lapse in installments) the Participant shall be entitled to
settlement of the Restricted Award or portion thereof, as the case may be.
Although Restricted Awards shall usually Vest based on continued employment (or
service as an Advisor) and Performance Awards under Article 10 shall usually
Vest based on attainment of Performance Goals, the Committee, in its discretion,
may condition Vesting of Restricted Awards on attainment of Performance Goals as
well as continued employment (or service as an Advisor). In such case, the
Restriction Period for such a Restricted Award shall include the period prior to
satisfaction of the Performance Goals.

                  9.4 FORFEITURE.  If a Participant  ceases to be an employee or
Advisor of Corporation  or a Subsidiary  during the  Restriction  Period for any
reason other than reasons which may be specified in an Award  Agreement (such as
death,  Disability,  or  Retirement)  the Award  Agreement  may require that all
non-Vested  Restricted Awards previously granted to the Participant be forfeited
and returned to Corporation.

                  9.5 SETTLEMENT OF RESTRICTED AWARDS.

                  (a)  RESTRICTED  SHARES.  Upon Vesting of a  Restricted  Share
Award,  the legend on such Shares will be removed  and the  Participant's  stock
power will be returned and the Shares will no longer be Restricted  Shares.  The
Committee may also, in its discretion,  permit a Participant to receive, in lieu
of unrestricted Shares at the conclusion of the Restriction  Period,  payment in
cash,  installments,  or by issuance of a Deferred  Compensation Option equal to
the Fair Market Value of the Restricted  Shares as of the date the  Restrictions
lapse.

                  (b) RESTRICTED UNITS. Upon Vesting of a Restricted Unit Award,
a  Participant  shall be entitled to receive  payment  for  Restricted  Units in
an-amount equal to the aggregate Fair Market Value of the Shares covered by such
Restricted Units at the expiration of the Applicable Restriction Period. Payment
in  settlement  of a  Restricted  Unit  shall  be made  as  soon as  practicable
following  the  conclusion  of the  applicable  Restriction  Period in cash,  in
installments,  in Shares equal to the number of Restricted Units, by issuance of
a Deferred.  Compensation  Option, or in any other manner or combination of such
methods as the Committee, in its sole discretion, shall determine.

       .          9.61 RIGHTS AS A SHAREHOLDER.  A  Participant shall have, with
respect to unforfeited  Shares received under a grant of Restricted  Shares, all
the rights of a  shareholder  of  Corporation,  including  the right to vote the
shares, and the right to receive any cash dividends. Stock dividends issued with
respect to Restricted  Shares shall be treated as additional  Shares  covered by
the grant of Restricted Shares and shall be subject to the same Restrictions.

                                   ARTICLE 10


                                       14

<PAGE>


                               PERFORMANCE AWARDS

                  10.1 GENERAL. Performance Awards shall be subject to the terms
and conditions set forth in Article 6 and this Article 10 and shall contain such
other terms and conditions not inconsistent  with the express  provisions of the
Plan, as the Committee shall deem desirable.

                  10.2 NATURE OF PERFORMANCE  AWARDS. A Performance  Award is an
Award of units with each unit having a value equivalent to one Share) granted to
a  Participant  subject  to such terms and  conditions  as the  Committee  deems
appropriate, including, without limitation, the requirement that the Participant
forfeit  such  Performance  Award or a portion  thereof  in the event  specified
performance criteria are not met within a designated period of time.

                  10.3  PERFORMANCE  CYCLES.  For each  Performance  Award,  the
Committee shall designate a performance period (the "Performance  Cycle") with a
duration to be  determined  by the  Committee  in its  discretion  within  which
specified Performance Goals are to be attained. There may be several Performance
Cycles in existence at any one time and the duration of  Performance  Cycles may
differ from each other.

                  10.4   PERFORMANCE   GOALS.   The  Committee  shall  establish
Performance  Goals for each Performance  Cycle on-the basis of such criteria and
to  accomplish  such  objectives  as the Committee may from time to time select.
Performance  Goals  may be based on  performance  criteria  for  Corporation,  a
Subsidiary,  or an  operating  group,  or  based on a  Participant's  individual
performance.  Performance Goals may include  objective and subjective  criteria.
During any Performance Cycle, the Committee may adjust the Performance Goals for
such  Performance  Cycle as it deems  equitable  in  recognition  of  unusual or
nonrecurring  events  affecting  Corporation,  changes in applicable tax laws or
accounting principles, or such other factors as the Committee may determine.

                  10.5 DETERMINATION OF AWARDS. As soon as practicable after the
end of a Performance  Cycle,  the Committee  shall determine the extent to which
Performance  Awards have been earned on the basis of  performance in relation to
the established Performance Goals.

15.2 TIMING AND FORM OF PAYMENT.  Settlement of earned  Performance Awards shall
be made to the  Participant as soon as  practicable  after the expiration of the
Performance Cycle and the Committee's  determination  under Section 10.5, in the
form of  cash,  installments,  Shares,  Deferred  Compensation  Options,  or any
combination  of the  foregoing  or in any  other  form  as the  Committee  shall
determine.

                                   ARTICLE 11
                    OTHER STOCK BASED AND COMBINATION AWARDS

                  11.1 OTHER STOCK-BASED  AWARDS.  The Committee may grant other
Awards  under the Plan  pursuant  to which  Shares  are or may in the  future be
acquired,  or Awards  denominated  in or  measured  by Share  equivalent  units,
including  Awards valued using  measures  other than the market value of Shares.
Such Other Stock-Based


                                       15

<PAGE>

Awards may be granted either alone, in addition to, or in tandem with, any other
type of Award granted under the Plan.

                  11.2 COMBINATION  AWARDS.  The Committee may also grant Awards
under the Plan in tandem or  combination  with other  Awards or in  exchange  of
Awards,  or in tandem or  combination  with,  or as  alternatives  to, grants or
rights under any other employee plan of  Corporation,  including the plan of any
acquired entity. No action authorized by this section shall reduce the amount of
any existing  benefits or change the terms and  conditions  thereof  without the
Participant's consent.

                                   ARTICLE 12
                               DEFERRAL ELECTIONS

               The Committee may permit a Participant  to elect to defer receipt
of the payment of cash or the delivery of Shares that would  otherwise be due to
such  Participant  by virtue of the  exercise,  earn out, or Vesting of an Award
made  under-the  Plan. If any such election is  permitted,  the Committee  shall
establish rules and procedures for such payment  deferrals,  including,  but not
limited to: (a) payment or crediting  of  reasonable  interest on such  deferred
amounts  credited in cash, (b) the payment or crediting of dividend  equivalents
in respect of deferrals  credited in Share equivalent  units, or (c) granting of
Deferred Compensation Options.


                                   ARTICLE 13
                              DIVIDEND EQUIVALENTS

               Any Awards may, at the discretion of the Committee, earn dividend
equivalents.  In respect of any such Award  which is  outstanding  on a dividend
record date for Common  Stock,  the  Participant  may be credited with an amount
equal to the amount of cash or stock  dividends that would have been paid on the
Shares  covered  by  such  Award,  had  such  covered  Shares  been  issued  and
outstanding  on such dividend  record date. The Committee  shall  establish such
rules and procedures governing the crediting of dividend equivalents,  including
the  timing,  form of  payment,  and  payment  contingencies  of  such  dividend
equivalents, as it deems are appropriate or necessary.

                                   ARTICLE 14
                             NON-EMEPLOYEE DIRECTORS

               14.1 GENERAL.  From and after the Registration Date, Awards shall
be made to  Non-Employee  Directors  only  under  this  Article  14. No  person,
including the members of the Board or the  Committee,  shall have any discretion
as to the  selection of eligible  recipients or the  determination  of the type,
amount, or terms of Awards pursuant to this Article 14.

                  14.2  ELIGIBILITY.  The  persons  eligible  to receive  Awards
pursuant to this Article 14 are all Non-Employee Directors.

                  14.3 DIRECTOR OPTIONS.  Effective as of the Registration Date,
the Chairman of the Board of Directors shall be granted a Nonqualified Option (a
'Non-Employee Director Option') to purchase 75,000 Shares, and each other


                                      16

<PAGE>

person  who is then a  Non-Employee  Director  shall be  granted a  Non-Employee
Director  Option to purchase  50,000  Shares,  with an Option  price equal to 75
percent  of the Fair  Market  Value of a Share on the  Registration  Date.  Each
person who becomes a Non-Employee  Director after the Registration Date shall be
granted, on the date such person becomes a Non-Employee Director, a Non-Employee
Director  Option to  purchase  50,000  Shares  with an Option  price equal to 75
percent  of the  Fair  Market  Value  of a Share on such  date.  A  Non-Employee
Director  elected as Chairman of the Board of Directors  after the  Registration
Date shall be granted, as of the date of such election, a Non-Employee  Director
Option to purchase  75,000 Shares (or, if such person has previously  received a
Non-Employee  Director  Option,  a Non-Employee  Director  Option to purchase an
additional  25,000  shares) with an Option price equal to 75 percent of the Fair
Market Value of a Share on such date.

                  14.4 AWARD  AGREEMENTS.  Each Award of  Non-Employee  Director
Options  made  pursuant  to this  Article 14 shall be  governed  by and shall be
subject to the terms and conditions set forth in an Non-Employee  Director Award
Agreement  in the form  attached to this Plan as EXHIBIT A. Except to the extent
otherwise  provided in this Article 14 or in such  Non-Employee  Director  Award
Agreement,  each such Award  shall be  governed  by Article 7 of the Plan.  With
respect to persons  who become  Non-Employee  Directors  after the  Registration
Date, the Non-Employee Director Award Agreement for the Director Option shall be
in  substantially  the same  form as  Exhibit  A, but with the  dates of  annual
meetings  specified in such  Non-Employee  Director Award Agreement  adjusted to
refer to dates subsequent to such person becoming a Non-Employee Director.

                                   ARTICLE 15
                ADJUSTMENTS UPON CHANGES IN CAPITALIZATTON, ETC.

               15.1 PLAN DOES NOT  RESTRICT  CORPORATION.  The  existence of the
Plan and the Awards  granted  hereunder  shall not affect or restrict in any way
the right or power of the Board or the  shareholders  of  Corporation to make or
authorize any adjustment,  recapitalization,  reorganization, or other change in
Corporation's capital structure or its business,  any merger or consolidation of
Corporation,  any  issue of bonds,  debentures,  preferred  or prior  preference
stocks ahead of or affecting  Corporation's capital stock or the rights thereof,
the  dissolution or liquidation of Corporation or any sale or transfer of all or
any part of its assets or business, or any other corporate act or proceeding.

15.2 ADJUSTMENTS BY THE COMMITTEE.  In the event of any change in capitalization
affecting  the Common  Stock of  Corporation,  such as a stock  dividend,  stock
split,  recapitalization,   merger,  consolidation,   split-up,  combination  or
exchange  of  shares  or  other  form of  reorganization,  or any  other  change
affecting  the Common  Stock,  such  proportionate  adjustments,  if any, as the
Committee, in its sole discretion,  may deem appropriate to reflect such change,
shall be made with respect to the aggregate number of Shares for which Awards in
respect  thereof may be granted  under the Plan,  the  maximum  number of Shares
which may be sold or awarded to any Participant, the number of Shares covered by
each  outstanding  Award,  and the  price per Share in  respect  of  outstanding
Awards.  The  Committee may also make such  adjustments  in the number of Shares
covered by, and price or other value of any


                                       17

<PAGE>

outstanding Awards in the event of a spin-off or other distribution  (other than
normal cash dividends), of Corporation assets to shareholders.


                                   ARTICLE 16
                            AMENDMENT AND TERMINATION

               The Board  may at any time  terminate  the Plan,  or may amend it
from time to time in such  respects as the Board may deem  advisable  because of
changes in the law while the Plan is in effect or for any other  reason,  except
that the  provisions  of Article  14 of the Plan shall not be amended  more than
once every six months, other than to comport with changes in the Code or in Rule
16b-3 under the Exchange Act.

                                   ARTICLE 17
                                  MISCELLANEOUS

                  17.1     TAX WITHHOLDING.

                  (a) GENERAL.  Corporation  shall have the right to deduct from
any settlement, including the delivery or vesting of Shares, made under the Plan
any federal,  state,  or local taxes of any kind  required by law to be withheld
with  respect to such  payments or to take such other action as may be necessary
in the opinion of the  Committee to satisfy all  obligations  for the payment of
such taxes.  'Me recipient of any payment or  distribution  under the Plan shall
make  arrangements  satisfactory to Corporation for the satisfaction of any such
withholding tax obligations.  Corporation shall not be required to make any such
settlement under the Plan until such obligations are satisfied.

                  (b) STOCK WITHHOLDING.  The Committee, in its sole discretion,
may  permit  a  Participant  to  satisfy  all or a part of the  withholding  tax
obligations incident to the settlement of an Award involving payment or delivery
of Shares to the  Participant  by having  Corporation  withhold a portion of the
Shares that would otherwise be issuable to the Participant. Such Shares shall be
valued  based on their  Fair  Market  Value on the date the tax  withholding  is
required to be made. Any stock  withholding  with respect to a Reporting  Person
shall be subject to such  limitations as the Committee may impose to comply with
the requirements of the Exchange Act.

                  17.2 UNFUNDED PLAN. The Plan shall be unfunded and Corporation
shall  not be  required  to  segregate  any  assets  that  may at  any  time  be
represented by Awards under the Plan. Any liability of Corporation to any person
with  respect  to any  Award  under  the Plan  shall be  based  solely  upon any
contractual  obligations  that may be  effected  pursuant  to the Plan.  No such
obligation  of  Corporation  shall be deemed to be  secured by any pledge of, or
other encumbrance on, any property of Corporation.

                  17.3  PAYMENTS TO TRUST.  The Committee is authorized to cause
to be established a trust agreement or several trust  agreements  whereunder the
Committee may make payments of amounts due or to become due to  Participants  in
the Plan.

                                       18

<PAGE>


                  17.4 ANNULMENT OF AWARDS. Any Award Agreement may provide that
the  grant of an Award  payable  in cash is  provisional  until  cash is paid in
settlement  thereof or that grant of an Award  payable in Shares is  provisional
until the Participant becomes entitled to the certificate in settlement thereof.
In the event the  employment  (or  service as an Advisor  or  membership  on the
Board) of a Participant  is terminated for cause (as defined  below),  any Award
which is provisional  shall be annulled as of the date of such  termination  for
cause. For the purpose of this Section 17.4, the term "for cause" shall have the
meaning  set  forth  in the  Participant's  employment  agreement,  if  any,  or
otherwise means any discharge (or removal) for material or flagrant violation of
the policies and  procedures  of  Corporation  or for other job  performance  or
conduct which is materially detrimental to the best interests of Corporation, as
determined by the Committee.

                  17.5 ENGAGING IN COMPETITION WITH THE  CORPORATION.  Any Award
Agreement  may  provide  that,  if  a  Participant  terminates  employment  with
Corporation  or a- Subsidiary  for any reason  whatsoever,  and within 18 months
after the date thereof  accepts  employment with any competitor of (or otherwise
engages in competition with) Corporation, the Committee, in its sole discretion,
may require such  Participant to return to Corporation the economic value of any
Award that is realized or obtained  (measured at the date of exercise,  Vesting,
or payment) by such  Participant at any time during the period  beginning on the
date that is six months prior to the date of such  Participant's  termination of
employment with Corporation.

                  17.6 OTHER  CORPORATION  BENEFIT  AND  COMPENSATION  PROGRAMS.
Payments  and other  benefits  received  by a  Participant  under an Award  made
pursuant  to the Plan  shall  not be deemed a part of a  Participant's  regular,
recurring  compensation  for purposes of the termination  indemnity or severance
pay law of any  state or  country  and shall not be  included  in,  nor have any
effect on, the  determination  of benefits under any other employee benefit plan
or similar arrangement  provided by Corporation or a Subsidiary unless expressly
so provided by such other plan or  arrangements,  or except where the  Committee
expressly  determines that an Award or portion of an Award should be included to
accurately reflect  competitive  compensation  practices or to recognize that an
Award has been made in lieu of a portion of cash compensation.  Awards under the
Plan may be made in combination  with or in tandem with, or as alternatives  to,
grants,  awards,  or payments under any other  Corporation or Subsidiary  plans,
arrangements,  or  programs.  The  Plan  notwithstanding,   Corporation  or  any
Subsidiary   may  adopt  such  other   compensation   programs  and   additional
compensation  arrangements as it deems necessary to attract,  retain, and reward
employees and directors for their service with Corporation and its Subsidiaries.

                  17.7  SECURITIES LAW  RESTRICTIONS.  No Shares shall be issued
under the Plan  unless  counsel for  Corporation  shall be  satisfied  that such
issuance  will be in compliance  with  applicable  federal and state  securities
laws.  Certificates  for Shares  delivered under the Plan may be subject to such
stop-transfer  orders and other restrictions as the Committee may deem advisable
under the rules,  regulations,  and other  requirements  of the  Securities  and
Exchange  Commission,  any stock  exchange  upon which the Common  Stock is then
listed,  and any applicable  federal or state  securities law. The


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<PAGE>

Committee  may cause a legend or legends to be put on any such  certificates  to
make appropriate reference to such restrictions.

                  17.8 GOVERNING  LAW.  Except with respect to references to the
Code or federal securities laws, the Plan and all actions taken thereunder shall
be governed by and construed in accordance with the laws of the state of Oregon.

                                   ARTICLE 18
                              SHAREHOLDER APPROVAL

               The  adoption of the Plan and the grant of Awards  under the Plan
are expressly subject to the approval of the Plan by the affirmative vote of the
holders of a majority of the shares of Common Stock  outstanding  on the date of
shareholder  approval acting pursuant to written consent or present at a meeting
of Corporation's shareholders.


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<PAGE>



                                    EXHIBIT A

                                 AWARD AGREEMENT
                                    UNDER THE
                                 VINIFERA, INC.,
                              1993 STOCK AWARD PLAN

                           NON-EMLOYEE DIRECTOR OPTION

                         Dated ______________ ___, 199__

Vinifera, Inc.
8505 S.W. Creekside Place
Beaverton, Oregon 97005
      ("Corporation")

[Name and Address of
Participant]
__________________
__________________
                                       ("Participant")

               Corporation  maintains the Vinifera,  Inc., 1993 Stock Award Plan
(the  "Plan").  This  Agreement  governs the Award of a  Nonqualified  Option to
Participant as a Non-Employee Director pursuant to Article 14 of the Plan.

               The parties agree as follows:

1.      DEFINED TERMS

             When used in this  Agreement,  the  following  terms shall have the
meanings specified below:

                  (a) "ACQUIRING PERSON" shall mean any person or related person
or related persons which  constitute a "group" for purposes of Section 13(d) and
Rule 13d-5 under the Exchange  Act, as such Section and Rule are in effect as of
the date of this Agreement;  provided,  however,  that the term Acquiring Person
shall not include (i) Corporation or any of its Subsidiaries,  (ii) any employee
benefit plan of Corporation or any of its Subsidiaries, (iii) any entity holding
voting  capital  stock of  Corporation  for or pursuant to the terms of any such
employee benefit plan, or (iv) any person or group solely because such person or
group has voting power with respect to capital stock of Corporation arising from
a revocable  proxy or consent  given in  response  to a public  proxy or consent
solicitation made pursuant to the Exchange Act.

                  (b) "ANNUAL MEETING" means an annual meeting of the Board held
in conjunction with an annual meeting of the shareholders of Corporation.

                  (c)  "APPROVED  CHANGE  IN  CONTROL"  shall  mean a Change  in
Control-  which is  approved  in  writing  by the Board  prior to the  Change in
Control Date.


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<PAGE>

                  (d)      "CHANGE IN CONTROL" shall mean:

                           (i) A change in  control of  Corporation  of a nature
                  that would be required to be reported in response to Item 6(e)
                  of Schedule 14A of Regulation  14A as in effect on the date of
                  this  Agreement  pursuant to the Exchange Act;  provided that,
                  without  limitation,  such a change in control shall be deemed
                  to  have  occurred  at  such  time  as  any  Acquiring  Person
                  hereafter  becomes the "beneficial  owner" (as defined in Rule
                  13d-3 under the Exchange Act),  directly or indirectly,  of 30
                  percent or more of the combined  voting  power of  Corporation
                  Voting Securities; or

                           (ii)  During  any period of 12  consecutive  calendar
                  months,  individuals  who  at the  beginning  of  such  period
                  constitute  the Board  cease for any reason to  constitute  at
                  least  a  majority   thereof  unless  the  election,   or  the
                  nomination for election, by Corporation's shareholders of each
                  new  director was approved by a vote of at least a majority of
                  the directors  then still in office who were  directors at the
                  beginning of the period; or

                           (iii)   There   shall   be   consummated    (1)   any
                  consolidation or merger of Corporation in which Corporation is
                  not the  continuing  or surviving  corporation  or pursuant to
                  which  Voting   Securities   would  be  converted  into  cash,
                  securities,   or  other  property,  other  than  a  merger  of
                  Corporation   in  which  the  holders  of  Voting   Securities
                  immediately   prior  to  the   merger   have  the   same,   or
                  substantially  the  same,  proportionate  ownership  of common
                  stock  of the  surviving  corporation  immediately  after  the
                  merger,  or (2) any sale, lease,  exchange,  or other transfer
                  (in one  transaction or a series of related  transactions)  of
                  all,  or  substantially  all,  of the  assets of  Corporation,
                  provided that any such  consolidation,  merger,  sale,  lease,
                  exchange,  or other transfer  consummated at the insistence of
                  an appropriate  banking regulatory agency shall not constitute
                  a change in control; or

                           (iv) Approval by the  shareholders  of Corporation of
                  any plan or proposal for the  liquidation  or  dissolution  of
                  Corporation.

                  (e)  "CHANGE  IN  CONTROL  DATE"  shall  mean the  first  date
         following  the date of this  Agreement on which a Change in Control has
         occurred.

                  (f) "EFFECTIVE  DATE" means the date of this Agreement,  which
         is the date the Option is granted to Participant.

                  (g)  "OPTION"  means  the   Nonqualifted   Option  granted  to
         Participant evidenced by this Agreement.

                  (h) "VOTING  SECURITIES" shall mean  Corporation's  issued and
         outstanding securities ordinarily having the right to vote at elections
         for Corporation's Board.


                                       2

<PAGE>


                  (i) Capitalized  terms not otherwise defined in this Agreement
         have the meanings given them in the Plan.

2.       GRANT OF OPTION

                  Subject to the terms and  conditions of this Agreement and the
Plan, as of the Effective Date Corporation granted to Participant a Nonqualified
Option (the "Option") to purchase [50,000 or 75,000] Shares.

3.       TERMS OF THE QPTION

                  The Option shall have the following terms and conditions:

                  (a) PRICE.  The Option  price per Share of the Option shall be
$[75% of Fair Market Value on Effective Date] per Share.

                  (b) TERM.  The term of the Option  shall be  unlimited  unless
otherwise terminated pursuant to the terms of this Agreement.

                  (c) TIME OF EXERCISE.  Unless the Option is  terminated or the
time of its  exercisability  is accelerated in accordance with the provisions of
this Agreement:

                  (i) The Option shall not be  exercisable  prior to the date of
         the  [first  Annual  Meeting  occurring  more  than  six  months  after
         Effective  Date],  except as to [10,000 or 15,000  multiplied  by whole
         number of months of  service as a director  until  anticipated  date of
         first Annual  Meeting  occurring  more than six months after  Effective
         Date] Shares, for which the Option shall become exercisable as of [date
         occurring six months after Effective date]; and

                  (ii) As of the dates of each of the 199-  through  199  Annual
         Meetings,  providing  Participant  is a director of Corporation at such
         meeting, the option shall become exercisable as follows:

                       ANNUAL MEETING DATES                   NUMBER OF SHARES
                       --------------------                   ----------------

                       199_                                   [10,000 or 15,000]

                       199_                                   [10,000 or 15,000]

                       199_                                   [10,000 or 15,000]

                       199_

                  (d) CONTINUATION AS A DIRECTOR.  If Participant ceases to be a
         member of the Board for any reason,  the right to exercise  the Option,
         to the extent the Option is then exercisable (or becomes exercisable at


                                       3

<PAGE>

that time pursuant to Subsection  3.(e)) shall expire at the end of the
following periods:

                       After Termination
                       On Account Of                         Period
                       -----------------                     ------

                      Death                                   1 year
                      Retirement                              5 years
                      Disability                              1 year
                      Any other reason                        1 year

                  (e)  ACCELERATION  OF  EXERCISABILITY.   Notwithstanding   the
         schedule provided in Subsection 3.(d), the exercisability of the Option
         shall be  accelerated  upon a Change in  Control  Date  (other  than in
         connection with an Approved  Change in Control).  Upon such a Change in
         Control Date, the Option shall become immediately and fully exercisable
         as to all Shares  covered by the  Option;  provided,  however,  that no
         portion of the Option shall become exercisable in any event sooner than
         six  months  after  the   Effective   Date,   except  in  the  case  of
         Participant's death or Disability.

                  (f) SERVICE  PERIODS.  The periods of service as a director in
connection with the grant of the Option are as follows:

                  (i) The portion of the Option becoming exercisable pursuant to
         Subsection  3.(c)(i) is in connection  with services to be performed in
         the [__________]  period preceding the [first Annual Meeting  occurring
         more than six months after Effective Date];

                  (ii) The portions of the Option becoming  exercisable pursuant
to Subsection  3.(c)(ii)  are  respectively  in  connection  with services to be
performed in the 1-year periods commencing on each Annual Meeting.



4.       METHOD OF EXERCISE.

                  (a) EXERCISE OF OPTIONS. The Option, or a portion thereof, may
  be exercised,  to the extent it has become exercisable pursuant to Subsections
  3.(c) and 3.(e),  by delivery  of written  notice to  Corporation  stating the
  number of Shares, form of payment, and proposed date of closing.

                  (b) OTHER DOCUMENTS.  Participant  shall furnish  Corporation,
  before  closing  of any  exercise  of the  Option,  such  other  documents  or
  representations   as  Corporation  may  require  to  assure   compliance  with
  applicable laws and regulations.

                  (c) PAYMENT.  The purchase price for the Shares purchased upon
exercise  of the Option  shall be paid in full at or before  closing by one or a
combination of the following:

                  (i) Payment in cash;


                                       4

<PAGE>


                  (ii)  By delivery (in a form  approved by the Committee) of an
         irrevocable   direction  to  a  securities  broker  acceptable  to  the
         Committee:

                           (1) To  sell  Shares  subject  to the  Option  and to
                  deliver all or a part of the sales  proceeds to Corporation in
                  payment of all or a part of the option  price and  withholding
                  taxes due; or

                           (2) To pledge  Shares  subject  to the  Option to the
                  broker as security  for a loan and to deliver all or a part of
                  the loan proceeds to  Corporation  in payment of all or a part
                  of the option price and withholding taxes due; or

                  (iii) Delivery  of  previously  acquired  Shares having a Fair
         Market Value equal to the purchase price.

                  (d)   PREVIOUSLY   ACQUIRED  SHARES.   Delivery  of previously
  acquired  Shares  surrendered in full or partial payment of the exercise price
  of the  Option,  or any  portion  thereof,  shall be subject to the  following
  conditions:

                  (i)   The Shares tendered shall be in good delivery form;

                  (ii)  The Fair Market  Value of the Shares,  together with the
         amount of cash,  if any,  tendered  shall equal or exceed the  exercise
         price of the Option;

                  (iii) Any Shares remaining after satisfying the payment of the
         Option shall be reissued in the same manner as the Shares tendered; and

                  (iv)  No fractional Shares will be issued and cash will not be
         paid to Participant for any fractional  Share value not used to satisfy
         the Option exercise price.

                  (e)   RELOAD OPTION. In the event all or a portion of the
         Option is exercised by  Participant by delivering  previously  acquired
         Shares, Participant shall be granted automatically a replacement Option
         -for a number of Shares  equal to the number of Shares  delivered  upon
         exercise  of the  Option.  The grant date for such  replacement  Option
         shall be the date of exercise and the option price for such replacement
         Option  shall be the Fair  Market  Value of a Share on such grant date.
         The  replacement  Option  initially  shall not be exercisable and shall
         become fully  exercisable six months after the grant date. In all other
         respects,  the replacement Option shall be subject to all the terms and
         conditions of this Agreement.



5.       SECURITIES LAWS.

                  Corporation  shall not be  required to  distribute  any Shares
upon exercise of the Option,  or any portion thereof,  until  Corporation  shall
have


                                       5

<PAGE>

taken any action required to comply with the provisions of the Securities Act of
1933 or any other then applicable federal or state securities laws.

6.       TAX REIMBURSEMENT.

                  In the event any  withholding  or  similar  tax  liability  is
imposed on Corporation in connection with or with respect to the exercise of the
Option governed by this Agreement,  Participant  agrees to pay to Corporation an
amount sufficient to provide for such tax liability.

7.       CONDITIONS PRECEDENT.

                  The grant of Awards  under the Plan is subject to the approval
of the Plan by Corporation's  shareholders as set forth in the Plan. Corporation
will use its best efforts to obtain any  required  approvals of the Plan and the
Awards of Restricted  Shares  governed by this Agreement by any state or federal
agency or authority that Corporation determines has jurisdiction. If Corporation
determines  that any  required  approval  cannot  be  obtained,  all  Awards  to
Participant shall terminate on notice to Participant to that effect.

8.       SUCCESSORSHIP.

               Subject to the restrictions on transferability  set forth in this
Agreement and in the Plan,  this Agreement shall be binding upon and benefit the
parties, their successors, and assigns.

9.       NOTICES.

               Any notices under this Agreement shall be in writing and shall be
effective when actually  delivered  personally or, if mailed,  when deposited as
registered   or  certified,   mail   directed  to  the  address   maintained  in
Corporation's  records or to such other address as a party may certify by notice
to the other party.

                                 VINIFERA, INC.


                                 By:
                                     --------------------------------------
                                      (Title)



                                 -----------------------------------------
                               Participant



                                       6