VIBRANT HEALTH INTERNATIONAL
                          ----------------------------

                      2001 LONG-TERM STOCK INCENTIVE PLAN
                      -----------------------------------


                                    SECTION 1
                                    ---------

                                     GENERAL
                                     -------

     1.1.     Purpose.  The  Vibrant  Health  International,  Long-Term  Stock
              --------
Incentive Plan (the "Plan") has been established by Vibrant Health International
(the "Company") to (i) attract and retain persons eligible to participate in the
Plan; (ii) motivate Participants, by means of appropriate incentives, to achieve
long-range  goals;  (iii)  provide incentive compensation opportunities that are
competitive  with  those  of  other similar companies; and (iv) further identify
Participants'  interests  with those of the Company's other shareholders through
compensation  that  is  based on the Company's common stock; and thereby promote
the  long-term financial interest of the Company and the Subsidiaries, including
the  growth  in  value  of  the  Company's  equity  and enhancement of long-term
shareholder  return.

     1.2.     Participation.  Subject  to  the terms and conditions of the Plan,
              -------------
the  Committee  shall determine and designate, from time to time, from among the
Eligible  Persons  (including  transferees of Eligible Persons to the extent the
transfer  is  permitted  by  the Plan and the applicable Award Agreement), those
persons  who  will  be  granted  one  or more Awards under the Plan, and thereby
become  "Participants"  in  the  Plan.  In  the  discretion  of the Committee, a
Participant may be granted any Award permitted under the provisions of the Plan,
and  more than one Award may be granted to a Participant.  Awards may be granted
as  alternatives  to or replacement of awards outstanding under the Plan, or any
other  plan  or  arrangement of the Company or a Subsidiary (including a plan or
arrangement  of  a  business or entity, all or a portion of which is acquired by
the  Company  or  a  Subsidiary).

     1.3.     Operation,  Administration,  and  Definitions.  The  operation and
              ---------------------------------------------
administration  of  the Plan, including the Awards made under the Plan, shall be
subject  to  the  provisions  of  Section  4  (relating  to  operation  and
administration).  Capitalized terms in the Plan shall be defined as set forth in
the  Plan  (including  the  definition  provisions  of  Section  6 of the Plan).


<PAGE>
                                    SECTION 2
                                    ---------

                                OPTIONS AND SARS
                                ----------------

     2.  1.  Definitions.
             ------------
(a)  The  grant  of  an  "Option" entitles the Participant to purchase shares of
     Stock  at  an  Exercise Price established by the Committee. Options granted
     under  this  Section  2  may  be either Incentive Stock Options ("ISOs") or
     Non-Qualified  Options  ("NQOs"),  as  determined  in the discretion of the
     Committee.  An  "ISO"  is  an  Option  that  is  intended  to  satisfy  the
     requirements applicable to an "incentive stock option" described in section
     422(b)  of  the  Code.  An "NQO" is an Option that is not intended to be an
     "incentive stock option" as that term is described in section 422(b) of the
     Code.

(b)  A  stock appreciation right (an "SAR") entitles the Participant to receive,
     in  cash  or Stock (as determined in accordance with subsection 2.5), value
     equal  to  (or otherwise based on) the excess of: (a) the Fair Market Value
     of  a specified number of shares of Stock at the time of exercise; over (b)
     an  Exercise  Price  established  by  the  Committee.

     2.2.     Exercise  Price.  The  "Exercise  Price"  of  each  Option and SAR
              ---------------
granted  under  this Section 2 shall be established by the Committee or shall be
determined  by  a  method established by the Committee at the time the Option or
SAR  is  granted;  except that the Exercise Price shall not be less than 100% of
the  Fair  Market  Value  of  a  share  of  Stock  on  the  date  of  grant.

     2.3.     Exercise.  An Option and an SAR shall be exercisable in accordance
              --------
with  such terms and conditions and during such periods as may be established by
the  Committee.

     2.4.     Payment  of  Option  Exercise  Price.  The payment of the Exercise
              ------------------------------------
Price  of  an  Option  granted  under  this  Section  2  shall be subject to the
following:

(a)  Subject  to  the  following  provisions  of  this  subsection 2.4, the full
     Exercise  Price  for  shares  of  Stock  purchased upon the exercise of any
     Option shall be paid at the time of such exercise (except that, in the case
     of  an  exercise  arrangement  approved  by  the Committee and described in
     paragraph  2.4(c),  payment  may  be  made as soon as practicable after the
     exercise).

(b)  The  Exercise  Price  shall  be  payable in cash or by tendering, by either
     actual  delivery of shares or by attestation, shares of Stock acceptable to
     the  Committee (including Shares deemed issued for purposes of exercising a
     conversion right under an Award), and valued at Fair Market Value as of the
     day  of  exercise,  or  in  any  combination  thereof, as determined by the
     Committee.

(c)  The  Committee  may permit a Participant to elect to pay the Exercise Price
     upon  the exercise of an Option by irrevocably authorizing a third party to
     sell  shares of Stock (or a sufficient portion of the shares) acquired upon


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<PAGE>
     exercise of the Option and remit to the Company a sufficient portion of the
     sale  proceeds  to  pay  the  entire Exercise Price and any tax withholding
     resulting  from  such  exercise.

     2.5.     Settlement  of  Award.  Shares  of Stock delivered pursuant to the
              ---------------------
exercise  of  an option or SAR shall be subject to such conditions, restrictions
and  contingencies  as  the  Committee  may  establish  in  the applicable Award
Agreement.  Settlement  of  SARs may be made in shares of Stock (valued at their
Fair  Market  Value  at  the  time  of  exercise),  in cash, or in a combination
thereof,  as  determined  in the discretion of the Committee.  The Committee, in
its  discretion, may impose such conditions, restrictions and contingencies with
respect  to shares of Stock acquired pursuant to the exercise of an Option or an
SAR  as  the  Committee  determines  to  be  desirable.

                                    SECTION 3

                               OTHER STOCK AWARDS
                               ------------------

     3.1.     Definitions.
              ------------

(a)  A  "Stock Unit" Award is the grant of a right to receive shares of Stock in
     the  future.

(b)  A  "Performance  Share"  Award  is  a grant of a right to receive shares of
     Stock  or Stock Units which is contingent on the achievement of performance
     or  other  objectives  during  a  specified  period.

(c)  A "Restricted Stock" Award is a grant of shares of Stock, and a "Restricted
     Stock Unit" Award is the grant of a right to receive shares of Stock in the
     future,  with  such  shares  of  Stock  or right to future delivery of such
     shares  of Stock subject to a risk of forfeiture or other restrictions that
     will lapse upon the achievement of one or more goals relating to completion
     of  service  by  the  Participant,  or  achievement of performance or other
     objectives,  as  determined  by  the  Committee.

     3.2.     Restrictions  on  Stock Awards.  Each Stock Unit Award, Restricted
              -------------------------------
Stock  Award,  Restricted  Stock Unit Award and Performance Share Award shall be
subject  to  the  following:

(a)  Any  such  Award  shall  be  subject  to  such conditions, restrictions and
     contingencies as the Committee shall determine. The Committee may designate
     whether  any such Award being granted to any Participant are intended to be
     " performance-based compensation" as that term is used in section 162(m) of
     the  Code.  Any such Awards designated as intended to be "performance-based
     compensation"  shall  be  conditioned  on  the  achievement  of one or more
     Performance  Measures.  For  Awards  intended  to  be  "performance-based
     compensation,"  the  grant  of  the  Awards  and  the  establishment of the
     Performance  Measures  shall  be made during the period required under Code
     section  162(m).  The  "performance  measures"  that  may  be  used  by the
     Committee  for  such Awards shall be based on one or more of the following,
     as  selected  by  the  Committee:


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<PAGE>
          (i)  operating  profits  (including EBITDA), net profits, earnings per
     share,  profit  returns  and  margins,  revenues, shareholder return and/or
     value, stock price, or working capital, which may be measured on a Company,
     Subsidiary,  or  business  unit  basis;  or

          (ii) any one or more of the performance criteria set forth in the next
     preceding  paragraph  (i) measured on the basis of a relative comparison of
     entity  performance to the performance of a peer group of entities or other
     external  measure  of  the  selected  performance  criteria; provided, that
     profit,  earnings,  and  revenues  used  for  any performance measure shall
     exclude:  gains  or  losses  on  operating  asset  sales  or  dispositions;
     litigation  or  claim  judgments  or  settlements;  accruals  for  historic
     environmental obligations; effect of changes in tax law or rate on deferred
     tax  liabilities;  accruals  for reorganization and restructuring programs;
     uninsured catastrophic property losses; the cumulative effect of changes in
     accounting  principles;  and  any  extraordinary  non-recurring  items  as
     described  in  Accounting  Principles  Board  Opinion  No.  30.

                                    SECTION 4
                                    ---------

                          OPERATION AND ADMINISTRATION
                          ----------------------------

     4.1.  Effective  Date.  Subject  to the approval of the shareholders of the
           ---------------
Company  in  the  manner  required  by the laws of the state of Nevada, the Plan
shall  be  effective  as  of  July  11,  2001  (the "Effective Date"); provided,
however,  that to the extent that Awards are granted under the Plan prior to its
approval by shareholders, the Awards shall be contingent on approval of the Plan
by the shareholders of the Company. The Plan shall be unlimited in duration and,
in  the  event of Plan termination, shall remain in effect as long as any Awards
under it are outstanding; provided, however, that, to the extent required by the
Code, no ISO may be granted under the Plan on a date that is more than ten years
from  the date the Plan is adopted or, if earlier, the date the Plan is approved
by  shareholders.

     4.2.  Shares  Subject  to Plan. The shares of Stock for which Awards may be
           ------------------------
granted  under  the  Plan  shall  be  subject  to  the  following:

(a)  Subject  to  the  following  provisions of this subsection 4.2, the maximum
     number  of  shares of Stock that may be delivered to Participants and their
     beneficiaries  under  the  Plan  shall  be  2,500,000.

(b)  To  the  extent  that  any  shares  of  Stock  covered  by an Award are not
     delivered to a Participant or beneficiary because the Award is forfeited or
     canceled,  or  the  shares  of Stock are not delivered because the Award is
     settled  in  cash  or  used  to  satisfy  the  applicable  tax  withholding
     obligation,  such  shares  shall  not  be deemed to have been delivered for
     purposes of determining the maximum number of shares of Stock available for
     delivery  under  the  Plan.


                                        4
<PAGE>
(c)  If  the  exercise  price  of any stock option granted under the Plan or any
     Prior  Plan  is  satisfied  by tendering shares of Stock to the Company (by
     either  actual  delivery  or  by attestation), only the number of shares of
     Stock  issued net of the shares of Stock tendered shall be deemed delivered
     for purposes of determining the maximum number of shares of Stock available
     for  delivery  under  the  Plan.

(d)  Subject  to paragraph 4.2(e), the following additional maximums are imposed
     under  the  Plan.

     (i)  The  maximum  number  of shares of stock that may be issued by Options
     intended  to  be  ISOs  shall  be  2,500,000  shares.

     (ii)  The  maximum  number  of  shares  of  Stock  that  may  be  issued in
     conjunction  with  Awards  granted pursuant to Section 3 (relating to Stock
     Awards)  shall  be  500,000  shares.

     (iii) The maximum number of shares that may be covered by Awards granted to
     any  one  individual  pursuant  to Section 2 (relating to Options and SARs)
     shall  be  500,000  shares  during  any  one-calendar  year  period.

     (iv)  No  more  than  500,000  shares of Stock may be subject to Stock Unit
     awards,  Restricted  Stock  Awards,  Restricted  Stock  Unit  Awards  and
     Performance  Share  Awards  that  are  intended  to  be  "performance-based
     compensation"  (as  that  term is used for purposes of Code section 162(m))
     granted  to  any  one  individual  during  any  one-calendar-year  period
     (regardless  of  when  such  shares  are  deliverable).

(e)  In  the  event of a corporate transaction involving the Company (including,
     without  limitation,  any  stock  dividend, stock split, extraordinary cash
     dividend,  recapitalization,  reorganization,  merger,  consolidation,
     split-up,  spin-off,  combination or exchange of shares), the Committee may
     adjust Awards to preserve the benefits or potential benefits of the Awards.
     Action  by the Committee may include: (i) adjustment of the number and kind
     of  shares  which  may  be delivered under the Plan; (ii) adjustment of the
     number  and  kind of shares subject to outstanding Awards; (iii) adjustment
     of  the  Exercise Price of outstanding Options and SARs; and (iv) any other
     adjustments  that  the  Committee  determines  to  be  equitable.

     4.3.  General  Restrictions.  Delivery  of shares of Stock or other amounts
           ----------------------
under  the  Plan  shall  be  subject  to  the  following:

(a)  Notwithstanding  any other provision of the Plan, the Company shall have no
     liability  to  deliver any shares of Stock under the Plan or make any other
     distribution  of  benefits  under  the  Plan  unless  such  delivery  or
     distribution  would  comply  with  all  applicable laws (including, without
     limitation,  the  requirements  of  the  Securities  Act  of 1933), and the
     applicable  requirements  of  any  securities  exchange  or similar entity.


                                        5
<PAGE>
(b)  To  the extent that the Plan provides for issuance of stock certificates to
     reflect  the issuance of shares of Stock, the issuance may be effected on a
     non-certificated  basis,  to the extent not prohibited by applicable law or
     the  applicable  rules  of  any  stock  exchange.

     4.4.  Tax  Withholding.  All  distributions  under  the Plan are subject to
           ----------------
withholding  of  all  applicable  taxes,  and  the  Committee  may condition the
delivery  of  any shares or other benefits under the Plan on satisfaction of the
applicable  withholding  obligations.  The  Committee,  in  its  discretion, and
subject to such requirements as the Committee may impose prior to the occurrence
of  such  withholding,  may  permit such withholding obligations to be satisfied
through  cash  payment  by  the  Participant, through the surrender of shares of
Stock  which the Participant already owns, or through the surrender of shares of
Stock  to  which  the  Participant  is  otherwise  entitled  under  the  Plan.

     4.5.  Use  of  Shares.  Subject  to the overall limitation on the number of
           ---------------
shares  of  Stock  that  may  be delivered under the Plan, the Committee may use
available  shares  of  Stock  as the form of payment for compensation, grants or
rights  earned  or due under any other compensation plans or arrangements of the
Company  or a Subsidiary, including the plans and arrangements of the Company or
a  Subsidiary  assumed  in  business  combinations.

     4.6.  Dividends  and  Dividend  Equivalents.  An  Award  (including without
           --------------------------------------
limitation an Option or SAR Award) may provide the Participant with the right to
receive  dividend payments or dividend equivalent payments with respect to Stock
subject  to  the  Award (both before and after the Stock subject to the Award is
earned,  vested,  or  acquired),  which payments may be either made currently or
credited  to an account for the Participant, and may be settled in cash or Stock
as  determined by the Committee. Any such settlements, and any such crediting of
dividends  or  dividend  equivalents  or reinvestment in shares of Stock, may be
subject  to  such  conditions,  restrictions  and contingencies as the Committee
shall  establish,  including  the reinvestment of such credited amounts in Stock
equivalents.

     4.7. Payments. Awards may be settled through cash payments, the delivery of
          --------
shares  of  Stock,  the granting of replacement Awards or combination thereof as
the  Committee  shall  determine.  Any  Award  settlement,  including  payment
deferrals, may be subject to such conditions, restrictions and contingencies, as
the  Committee shall determine. The Committee may permit or require the deferral
of  any Award payment, subject to such rules and procedures as it may establish,
which  may  include  provisions  for  the  payment  or crediting of interest, or
dividend  equivalents,  including  converting  such  credits into deferred Stock
equivalents.  Each  Subsidiary shall be liable for payment of cash due under the
Plan  with  respect  to  any  Participant  to  the extent that such benefits are
attributable  to  the  services rendered for that Subsidiary by the Participant.
Any  disputes  relating  to liability of a Subsidiary for cash payments shall be
resolved  by  the  Committee.

     4.8  Transferability. Except as otherwise provided by the Committee, Awards
          ---------------
under  the  Plan are not transferable except as designated by the Participant by
will  or  by  the  laws  of  descent  and  distribution.


                                        6
<PAGE>
     4.9  Form  and  Time  of Elections. Unless otherwise specified herein, each
          -----------------------------
election  required  or  permitted  to be made by any Participant or other person
entitled  to  benefits  under  the  Plan,  and  any  permitted  modification, or
revocation  thereof, shall be in writing filed with the Committee at such times,
in such form, and subject to such restrictions and limitations, not inconsistent
with  the  terms  of  the  Plan,  as  the  Committee  shall  require.

     4.10  Agreement  With  Company. An Award under the Plan shall be subject to
           ------------------------
such  terms  and  conditions,  not  inconsistent with the Plan, as the Committee
shall,  in its sole discretion, prescribe. The terms and conditions of any Award
to  any  Participant  shall  be reflected in such form of written document as is
determined  by  the  Committee. A copy of such document shall be provided to the
Participant,  and  the  Committee may, but need not require that the Participant
shall  sign a copy of such document. Such document is referred to in the Plan as
an  "Award  Agreement"  regardless  of  whether  any  Participant  signature  is
required.

     4.11  Action  by Company or Subsidiary. Any action required or permitted to
           --------------------------------
be taken by the Company or any Subsidiary shall be by resolution of its board of
directors,  or  by  action  of  one  or  more  members of the board (including a
committee of the board) who are duly authorized to act for the board, or (except
to  the  extent  prohibited  by  applicable law or applicable rules of any stock
exchange)  by  a  duly  authorized  officer  of  such  company.

     4.12.  Gender  and  Number.  Where  the context admits, words in any gender
            --------------------
shall  include  any other gender, words in the singular shall include the plural
and  the  plural  shall  include  the  singular.

     4.13.  Limitation  of  Implied  Rights.
            --------------------------------

(a)  Neither  a  Participant  nor  any  other  person  shall,  by  reason  of
     participation  in  the  Plan,  acquire any right in or title to any assets,
     funds  or  property of the Company or any Subsidiary whatsoever, including,
     without limitation, any specific funds, assets, or other property which the
     Company  or  any  Subsidiary,  in  their  sole discretion, may set aside in
     anticipation of a liability under the Plan. A Participant shall have only a
     contractual  right to the Stock or amounts, if any, payable under the Plan,
     unsecured  by  any  assets  of  the  Company or any Subsidiary, and nothing
     contained  in  the Plan shall constitute a guarantee that the assets of the
     Company  or  any  Subsidiary shall be sufficient to pay any benefits to any
     person.

(b)  The  Plan  does not constitute a contract of employment, and selection as a
     Participant will not give any participating person the right to be retained
     in  the  employ of the Company or any Subsidiary, nor any right or claim to
     any  benefit  under  the  Plan, unless such right or claim has specifically
     accrued  under  the  terms of the Plan. Except as otherwise provided in the
     Plan,  no  Award  under  the  Plan shall confer upon the holder thereof any
     rights  as  a  shareholder  of  the  Company prior to the date on which the
     individual  fulfills  all  conditions  for  receipt  of  such  rights.


                                        7
<PAGE>
     4.14.  Evidence.  Evidence  required  of  anyone  under  the Plan may be by
            --------
certificate,  affidavit,  document or other information, which the person acting
on  it  considers  pertinent  and reliable, and signed, made or presented by the
proper  party  or  parties.

                                    SECTION 5
                                    ---------

                                    COMMITTEE
                                    ---------

     5.1.  Administration. The authority to control and manage the operation and
           ---------------
administration  of  the Plan shall be vested in a committee (the "Committee") in
accordance  with  this  Section 5. The Committee shall be selected by the Board,
and  shall  consist  solely  of  one  or  more  members of the Board who are not
employees.  If  the Committee does not exist, or for any other reason determined
by  the Board, the Board may take any action under the Plan that would otherwise
be  the  responsibility  of  the  Committee.

     5.2.  Powers of Committee. The Committee's administration of the Plan shall
           -------------------
be  subject  to  the  following:

(a)  Subject  to  the  provisions  of  the  Plan,  the  Committee  will have the
     authority  and  discretion  to select from among the Eligible Persons those
     persons  who  shall  receive  Awards,  to  determine  the  time or times of
     receipt,  to determine the types of Awards and the number of shares covered
     by  the  Awards,  to establish the terms, conditions, performance criteria,
     restrictions,  and  other  provisions  of  such Awards, and (subject to the
     restrictions  imposed  by  Section  6)  to  cancel  or  suspend  Awards.

(b)  To  the  extent that the Committee determines that the restrictions imposed
     by the Plan preclude the achievement of the material purposes of the Awards
     in  jurisdictions  outside  the  United States, the Committee will have the
     authority  and  discretion  to  modify  those restrictions as the Committee
     determines  to  be  necessary  or  appropriate  to  conform  to  applicable
     requirements  or  practices  of jurisdictions outside of the United States.

(c)  The Committee will have the authority and discretion to interpret the Plan,
     to  establish, amend, and rescind any rules and regulations relating to the
     Plan,  to  determine  the  terms and provisions of any Award Agreement made
     pursuant  to  the  Plan,  and  to make all other determinations that may be
     necessary  or  advisable  for  the  administration  of  the  Plan.

(d)  Any interpretation of the Plan by the Committee and any decision made by it
     under  the  Plan  is  final  and  binding  on  all  persons.

(e)  In  controlling  and managing the operation and administration of the Plan,
     the  Committee  shall take action in a manner that conforms to the articles
     and  by-laws  of  the  Company,  and  applicable  state  corporate  law.

     5.3. Delegation by Committee. Except to the extent prohibited by applicable
          -----------------------
law  or the applicable rules of a stock exchange, the Committee may allocate all


                                        8
<PAGE>
or  any  portion  of  its  responsibilities and powers to any one or more of its
members  and  may delegate all or any part of its responsibilities and powers to
any  person  or persons selected by it. Any such allocation or delegation may be
revoked  by  the  Committee  at  any  time.

     5.4. Information to be Furnished to Committee. The Company and Subsidiaries
          ----------------------------------------
shall  furnish the Committee with such data and information as it determines may
be  required  for  it  to  discharge  its duties. The records of the Company and
Subsidiaries  as to a Participant's employment, termination of employment, leave
of  absence,  reemployment  and  compensation shall be conclusive on all persons
unless  determined  to  be incorrect. Participants and other persons entitled to
benefits  under  the  Plan  must  furnish  the  Committee such evidence, data or
information  as  the Committee considers desirable to carry out the terms of the
Plan.

                                    SECTION 6
                                    ---------

                            AMENDMENT AND TERMINATION
                            -------------------------

     The  Board  may, at any time, amend or terminate the Plan, provided that no
amendment or termination may, in the absence of written consent to the change by
the  affected  Participant  (or,  if  the  Participant  is  not then living, the
affected  beneficiary),  adversely  affect  the  rights  of  any  Participant or
beneficiary  under  any  Award  granted  under  the  Plan prior to the date such
amendment is adopted by the Board; provided that adjustments pursuant to subject
to  subsection  4.2(e) shall not be subject to the foregoing limitations of this
Section  6.

                                    SECTION 7
                                    ---------

                                  DEFINED TERMS
                                  -------------

     In  addition  to  the  other  definitions  contained  herein, the following
definitions  shall  apply:

(a)  Award.  The  term "Award" shall mean any award or benefit granted under the
     ------
     Plan, including, without limitation, the grant of Options, SARs, Stock Unit
     Awards,  Restricted  Stock  Awards,  Restricted  Stock  Unit  Awards  and
     Performance  Share  Awards.

(b)  Board.  The  term "Board" shall mean the Board of Directors of the Company.
     -----

(c)  Code.  The term "Code" means the Internal Revenue Code of 1986, as amended.
     -----
     A  reference  to  any  provision of the Code shall include reference to any
     successor  provision  of  the  Code.

(d)  Eligible  Person.  The  term  "Eligible  Person"  shall  mean any director,
     ----------------
     officer,  employee  or  consultant of the Company or a Subsidiary. An Award
     may  be  granted  to  a  person  in  connection  with  hiring, retention or
     otherwise  prior  to  the  date  the person first performs services for the
     Company  or  the  Subsidiaries,  provided  that such Award shall not become
     vested  prior  to  the  date  the  person  first  performs  such  services.


                                        9
<PAGE>
(e)  Fair Market Value. For purposes of determining the "Fair Market Value" of a
     -----------------
     share  of  Stock  as  of  any  date,  the  following  rules  shall  apply:

     (i) If the principal market for the Stock is a national securities exchange
     or  the  Nasdaq  stock market, then the "Fair Market Value" as of that date
     shall  be  the  mean between the lowest and highest reported sale prices of
     the  Stock  on  that date on the principal exchange which the Stock is then
     listed  or  admitted  to  trading.

     (ii)  If  sale  prices are not available or if the principal market for the
     Stock  is not a national securities exchange and the Stock is not quoted on
     the  Nasdaq  stock  market,  the average between the highest bid and lowest
     asked  prices  for  the  Stock  on  such  day as reported on the NASDAQ OTC
     Bulletin Board Service or by the National Quotation Bureau, Incorporated or
     a  comparable  service.

     (iii) If the day is not a business day, and as a result, paragraphs (i) and
     (ii)  next above are inapplicable, the Fair Market Value of the Stock shall
     be  determined as of the last preceding business day. If paragraphs (i) and
     (ii)  next  above are otherwise inapplicable, then the Fair Market Value of
     the  Stock  shall  be  determined  in  good  faith  by  the  Committee.

(f)  Subsidiaries.  The term "Subsidiary" means any company during any period in
     ------------
     which  it  is  a  "subsidiary corporation" (as that term is defined in Code
     section  424(f))  with  respect  to  the  Company.

(g)  Stock.  The  term "Stock" shall mean shares of common stock of the Company.
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