<PAGE>

                                                                   EXHIBIT 10.29

                            INCO HOMES CORPORATION
                     1998 INCENTIVE STOCK OPTION PLAN AND
                        NONSTATUTORY STOCK OPTION PLAN

                          (As adopted April 15, 1998)


     1.   NAME, EFFECTIVE DATE AND PURPOSE.
          --------------------------------

          (a)  This Plan document is intended to implement and govern two
separate stock option plans of INCO HOMES CORPORATION, a Delaware corporation
(the "Company"): the Incentive Stock Option Plan ("Plan A") and the Nonstatutory
Stock Option Plan ("Plan B").  Plan A provides for the granting of options that
are intended to qualify as incentive stock options ("Incentive Stock Options")
within the meaning of Section 422(b) of the Internal Revenue Code, as amended.
Plan B provides for the granting of options that are not intended to so qualify.
Unless specified otherwise, all of the provisions of this Plan relate equally to
both Plan A and Plan B and are condensed for convenience into one Plan document.

          (b)  Plan A and Plan B are each established effective as of April 15,
1998.  The purpose of Plan A and Plan B (sometimes together referred to as the
"Plan" or this "Plan") is to promote the growth and general prosperity of the
Company and its Affiliated Companies.  This Plan will permit the Company to
grant options ("Options") to purchase shares of its common stock ("Common
Stock").  The granting of Options will help the Company attract and retain the
best available persons for positions of substantial responsibility and will
provide certain key employees with an additional incentive to contribute to the
success of the Company and its Affiliated Companies.  For purposes of this Plan,
the term "Affiliated Companies" shall mean any component member of a controlled
group of corporations, as defined under Internal Revenue Code Section 1563, in
which the Company is also a component member.

     2.   ADMINISTRATION.
          --------------

          (a)  The Plan shall be administered by the Board of Directors of the
Company (the "Board").

          (b)  The Board shall have the sole authority, in its absolute
discretion, to determine which of the eligible persons of the Company and its
Affiliated Companies shall receive Options ("Optionees"), and, subject to the
express provisions and restrictions of this Plan, shall have sole authority, in
its absolute discretion, to determine the time when Options shall be granted,
the terms and conditions of an Option other than those terms and conditions
fixed under this Plan, the number of shares which may be issued upon exercise of
an Option and the means of payment for such shares, and shall have authority to
do everything necessary or appropriate to administer the Plan.  All decisions,
determinations and interpretations of the Board shall be final and binding on
all Optionees.

          (c)  The Board shall have the authority to delegate some or all of the
powers granted to it pursuant to this Section 2 to a committee (the "Committee")
appointed by the Board and consisting of not less than two (2) members of the
Board, one of whom shall be the Chief Executive Officer of the Company.  The
Board may from time to time remove members from, or add members to, the
Committee, and vacancies on the Committee shall be filled by the Board.  All
decisions, determinations and interpretations of the Committee shall be final
and binding on all Optionees, unless otherwise determined by the Board.

          (d)  Definitions:

               (i)    Restricted Shareholder:  An individual who, at the time an
Option is granted under either Plan A or Plan B, owns stock possessing more than
10% of the total combined voting power of all classes of stock of the employer
corporation or of its Parent Corporation or Subsidiary Corporation, with stock
ownership to be determined in light of the attribution rules set forth in
Section 425(d) of the Internal Revenue Code.

                                       1
<PAGE>

               (ii)   Parent Corporation:  A corporation as defined in Section
425(e) of the Internal Revenue Code.

               (iii)  Subsidiary Corporation:  A corporation as defined in
Section 425(f) of the Internal Revenue Code.

               (iv)   Officer:  The chief executive officer, president, chief
financial officer, chief accounting officer, any vice president in charge of a
principal business function (such as sales, administration, or finance) and any
other person who performs similar policy-making functions for the Company.

     3.   ELIGIBILITY.
          -----------

          (a)  Plan A:  The Board (or the Committee, if so authorized by the
Board) may, in its discretion, grant one or more Options under Plan A to any key
management employee of the Company or its Affiliated Companies, including any
employee who is a director of the Company or of any of its Affiliated Companies
presently existing or hereinafter organized or acquired.  Such Options may be
granted to one or more such employees without being granted to other eligible
employees, as the Board may deem fit.

          (b)  Plan B:  The Board (or the Committee, if so authorized by the
Board), may, in its discretion, grant one or more Options under Plan B to any
key management employee, any employee or non-employee director of the Company or
its Affiliated Companies, including any employee who is a Director of the
Company or of any of its Affiliated Companies presently existing or hereinafter
organized or acquired or any person who performs consulting or other services
for the Company or its Affiliated Companies and who is designated by the Board
as eligible to participate in Plan B. Such Options may be granted to one or more
such persons without being granted to other eligible persons, as the Board may
deem fit.

     4.   STOCK TO BE OPTIONED.
          --------------------

          (a)  The maximum aggregate number of shares which may be optioned and
sold under Plan A and Plan B is Two Hundred Thousand (200,000) shares of
authorized Common Stock of the Company.  The foregoing constitutes an absolute
cumulative limitation on the total number of shares that may be optioned under
both Plan A and B. Therefore, at any particular date the maximum aggregate
number of shares which may be optioned under Plan A is equal to Two Hundred
Thousand (200,000) minus the number of shares previously optioned under both
Plan A and Plan B and the maximum aggregate number of shares which may be
optioned under Plan B is equal to Two Hundred Thousand (200,000) minus the
number of shares which have been previously optioned under both Plan A and Plan
B. All shares to be optioned and sold under either Plan A or Plan B may be
either authorized but unissued shares or shares held in the treasury.

          (b)  Shares of Common Stock that:  (i) are repurchased by the Company
after issuance hereunder pursuant to the exercise of an Option, or (ii) are not
purchased by the Optionee prior to the expiration or termination of the
applicable Option, shall again become available to be covered by Options to be
issued hereunder and shall not, as of the effective date of such repurchase or
expiration, be counted as covered by an outstanding Option for purposes of the
above-described maximum number of shares which may be optioned hereunder.

     5.   OPTION PRICE.
          ------------

          The Option Price for shares of Common Stock to be issued under either
Plan A or Plan B shall be 100% of the fair market value of such shares on the
date on which the Option covering such shares is granted by the Board (or the
Committee, if authorized by the Board), except that if on the date on which such
Option is granted the Optionee is a Restricted Shareholder, then such Option
Price for Options granted under Plan A shall be 110% of the fair market value of
the shares of Common Stock subject to the Option on the date such Option is
granted by the Board (or the Committee, if so authorized).  The fair market
value of shares of Common Stock for all purposes of this Plan is to be
determined by the Board (or the Committee, if so authorized by the Board) in its
sole discretion, exercised in good faith.

                                       2
<PAGE>

     6.   TERM OF PLAN.
          ------------

          Plan A and Plan B shall become effective on April 15, 1998; both Plan
A and Plan B shall continue in effect until April 15, 2008 unless terminated
earlier by action of the Board.  No Option may be granted hereunder after April
15, 2008.

     7.   EXERCISE OF OPTION.
          ------------------

          Subject to the actions, conditions and/or limitations set forth in
this Plan document and/or any applicable Stock Option Agreement entered into
hereunder, Options granted under this Plan shall be exercisable in accordance
with the following rules:

          (a)  No Option granted under Plan A or Plan B may be exercised in
whole or in part until six (6) months after the date on which the Option is
granted by the Board, or by the Committee if so authorized (hereinafter the
"Option Grant Date").

          (b)  Subject to the specific provisions of this Section 7, Options
shall become exercisable at such times and in such installments (which may be
cumulative) as the Board shall provide in the terms of each individual Option;
provided, however, each Option granted under the Plan shall become exercisable
in installments of not less than 20% of the number of shares covered by such
Option each year from the Option Grant Date; and provided, further, that by a
resolution adopted after an Option is granted the Board may, on such terms and
conditions as it may determine to be appropriate and subject to the specific
provisions of this Section 7, accelerate the time at which such Option or
installment thereof may be exercised.  For purposes of this Plan, any accrued
installment of an Option granted hereunder shall be referred to as an "Accrued
Installment."

          (c)  Subject to the specific restrictions contained in this Section 7,
an Option may be exercised when Accrued Installments accrue, as provided in the
terms under which such Option was granted, for a period of up to ten (10) years
from the Option Grant Date with respect to Options granted under Plan A and for
a period of up to ten (10) years from the Option Grant Date with respect to
Options granted under Plan B. In no event shall any Option be exercised on or
after the expiration of said maximum applicable period, regardless of the
circumstances then existing (including but not limited to the death or
termination of employment of the Optionee).

          (d)  The Board (or the Committee, if so authorized by the Board) shall
fix the expiration date of the Option (the "Option Expiration Date") at the time
the Option grant is authorized.

     8.   RULES APPLICABLE TO CERTAIN DISPOSITIONS.
          ----------------------------------------

          (a)  Notwithstanding the foregoing provisions of Section 7, in the
event the Company or the stockholders of the Company enter into an agreement to
dispose of all or substantially all of the assets or capital stock of the
Company by means of a sale, merger, consolidation, reorganization, liquidation,
or otherwise, an Option shall become immediately exercisable with respect to the
full number of shares subject to that Option during the period commencing as of
the later of (x) date of execution of such agreement or (y) six (6) months after
the Option Grant Date, and ending as of the earlier of:

               (i)    the Option Expiration Date; or

               (ii)   the date on which the disposition of assets or capital
stock contemplated by the agreement is consummated. The exercise of any Option
that was made exercisable solely be reason of this Subsection 8(a) shall be
conditioned upon the consummation of the disposition of assets or stock under
the above referenced agreement. Upon the consummation of any such disposition of
assets or stock, this Plan and any unexercised Options issued hereunder (or any
unexercised portion thereof) shall terminate and cease to be effective.

          (b)  Notwithstanding the foregoing, in the event that any such
agreement shall be terminated without consummating the disposition of said stock
or assets:

                                       3
<PAGE>

               (i)    any unexercised non-vested installments that had become
exercisable solely by reason of the provisions of Subsection 8(a) shall again
become non-vested and unexercisable as of said termination of such agreement,
and

               (ii)   the exercise of any option that had become exercisable
solely by reason of this Subsection 8(a) shall be deemed ineffective and such
installments shall again become non-vested and unexercisable as of said
termination of such agreement.

          (c)  Notwithstanding the provisions set forth in Subsection 8(a), the
Board (or the Committee, if so authorized by the Board) may, at its election and
subject to the approval of the corporation purchasing or acquiring the stock or
assets of the Company (the "surviving corporation"), arrange for the Optionee to
receive upon surrender of Optionee's Option a new option covering shares of the
surviving corporation in the same proportion, at an equivalent option price and
subject to the same terms and conditions as the old Option.  For purposes of the
preceding sentence, the excess of the aggregate fair market value of the shares
subject to such new option immediately after consummation of such disposition of
stock or assets over the aggregate option price of such shares of the surviving
corporation shall not be no more than the excess of the aggregate fair market
value of all shares subject to the old Option immediately before consummation of
such disposition of stock or assets over the aggregate Option Price of such
shares of the Company, and the new option shall not give the Optionee additional
benefits which such Optionee did not have under the old Option or deprive the
Optionee of benefits which the Optionee had under the old Option.  If such
substitution of options is effectuated, the Optionee's rights under the old
Option shall thereupon terminate.

     9.   MERGERS AND ACQUISITIONS.
          ------------------------

          (a)  If the Company at any time should succeed to the business of
another corporation through a merger or consolidation, or through the
acquisition of stock or assets of such corporation, Options may be granted under
the Plan to option holders of such corporation or its subsidiaries, in
substitution for options or rights to purchase stock of such corporation held by
them at the time of succession.  The Board (or the Committee, if so authorized
by the Board) shall have sole and absolute discretion to determine the extent to
which such substitute Options shall be granted (if at all), the person or
persons within the eligible group to receive such substitute Options (who need
not be all option holders of such corporation), the number of Options to be
received by each such person, the Option Price of such Option, and the terms and
conditions of such substitute Options; provided, however, that the terms and
conditions of the substitute Options shall comply with the provisions of Section
425 of the Code, such that the excess of the aggregate fair market value of the
shares subject to such substitute Option immediately after the substitution or
assumption over the aggregate option price of such shares is not more that the
excess of the aggregate fair market value of all shares subject to the
substitute Option immediately before such substitution or assumption over the
aggregate option price of such shares, and the substitute Option or the
assumption of the old option does not give the holder thereof additional
benefits which he or she did not have under such old option.

          (b)  Notwithstanding anything to the contrary herein, no Option shall
be granted, nor any action taken, permitted or omitted, which could cause the
Plan, or any Options granted hereunder as to which Rule 16b-3 under the
Securities Exchange Act of 1934 may apply, not to comply with such Rule.

     10.  TERMINATION OF EMPLOYMENT.
          -------------------------

          (a)  In the event that the Optionee's employment, directorship,
consulting or other arrangement with the Company (or Affiliated Company) is
terminated for any reason other than death or disability, any unexercised
Accrued Installments of the Option granted hereunder to such terminated Optionee
shall expire and become unexercisable as of the earlier of:

               (i)    the applicable Option Expiration Date; or

               (ii)   a date 30 days after such termination occurs, provided
however, that the Board (or the Committee, if empowered to so act) may, in the
exercise of its discretion, extend said date up to and including a date

                                       4
<PAGE>

three months following such termination, with respect to Options granted under
Plan A, or up to and including a date two years following such termination with
respect to Options granted under Plan B.

          (b)  In the event that the Optionee's employment, directorship,
consulting or other arrangement with the Company is terminated due to the death
or disability of the Optionee, any unexercised Accrued Installments of the
Option granted hereunder to such Optionee shall expire and become unexercisable
as of the earlier of:

               (i)    the applicable Option Expiration Date; or

               (ii)   the first anniversary of the date of death of such
Optionee (if applicable); or

               (iii)  the first anniversary of the date of the termination of
employment, directorship or consulting or other arrangement by reason of
disability (if applicable).  Any such Accrued Installments of a deceased
Optionee may be exercised prior to their expiration by (and only by) the person
or persons to whom the Optionee's Option right shall pass by will or by the laws
of descent and distribution, if applicable, subject, however, to all of the
terms and conditions of this Plan and the applicable Stock Option Agreement
governing the exercise of Options granted hereunder.

          (c)  For purposes of this Section 10, an Optionee shall be deemed
employed by the Company (or affiliated Company) during any period of leave of
absence from active employment as authorized by the Company (or Affiliated
Company).

     11.  EXERCISE OF OPTIONS.
          -------------------

          (a)  An Option shall be deemed exercised when written notice of such
exercise has been given to the Company at its principal business office by the
person entitled to exercise the Option and full payment in cash or cash
equivalents (or with shares of Common Stock pursuant to Section 14) for the
shares with respect to which the Option is exercised has been received by the
Company.  The Board of Directors (or the Committee, if so authorized) may cause
the Company to give or arrange for financial assistance (including without
limitation direct loans, with or without interest, secured or unsecured, or
guarantees of third party loans) to an Optionee for the purpose of providing
funds for the purchase of shares pursuant to the exercise of Options, when in
the judgment of the Board (or the Committee) such assistance may reasonably be
expected to be in the best interests of the Company, and consistent with the
Certificate of Incorporation and Bylaws of the Company and applicable laws, and
will permit the shares to be fully paid and nonassessable when issued.

          (b)  An Option may be exercised in accordance with this Section 11 as
to all or any portion of the shares covered by any Accrued Installment of the
Option from time to time during the applicable Option period, but shall not be
exercisable with respect to fractions of a share.

          (c)  As soon as practicable after any proper exercise of an Option in
accordance with the provisions of this Plan, the Company shall, without charging
transfer or issue tax to the Optionee, deliver to the Optionee at the main
office of the Company, or such other place as shall be mutually acceptable, a
certificate or certificates representing the shares of Common Stock as to which
the Option has been exercised.  The time of issuance and delivery of the Common
Stock may be postponed by the Company for such period as may be required for it
with reasonable diligence to comply with any applicable listing requirements of
any national or regional securities exchange and any law or regulation
applicable to the issuance and delivery of such shares.

     12.  AUTHORIZATION TO ISSUE OPTIONS AND SHAREHOLDER APPROVAL.
          -------------------------------------------------------

          Unless in the judgment of counsel to the Company such permit is not
necessary with respect to particular grants, Options granted under the Plan
shall be conditioned upon the Company obtaining any required permit from the
California Department of Corporations and/or other appropriate governmental
agencies, free of any conditions not acceptable to the Board, authorizing the
Company to grant such Options, provided, however, such condition shall lapse as
of the effective date of issuance of such permit(s) in a form to which the
Company does not object within sixty

                                       5
<PAGE>

(60) days. The grant of Options under the Plan also is conditioned on approval
of the Plan by the vote or consent of the holders of a majority of the
outstanding shares of the Company's Common Stock and no Option granted hereunder
shall be effective or exercisable unless and until the Plan has been so approved
within 12 months of the adoption of the Plan.

     13.  LIMIT ON VALUE OF OPTIONED SHARES.
          ---------------------------------

          The aggregate fair market value (determined as of the Option Grant
Date) of the shares of Common Stock to which Options granted under Plan A are
exercisable for the first time by any employee of the Company during any
calendar year under all incentive stock option plans of the Company and its
Affiliated Companies shall not exceed $100,000.  The limitation imposed by this
Section 13 shall not apply with respect to Options granted under Plan B.

     14.  PAYMENT OF EXERCISE PRICE WITH COMPANY STOCK.
          --------------------------------------------

          The Board (or the Committee, if so authorized) may provide that, upon
exercise of the Option, the Optionee may elect to pay for all or some of the
shares of Common Stock underlying the Option with shares of Common Stock of the
Company previously acquired and owned at the time of exercise by the Optionee,
subject to all restrictions and limitations of applicable laws, rules and
regulations, including Section 425(c)(3) of the Internal Revenue Code, and
provided that the Optionee will make representations and warranties satisfactory
to the Company regarding his or her title to the shares used to effect the
purchase, including without limitation representations and warranties that the
Optionee has good and marketable title to such shares free and clear of any and
all liens, encumbrances, charges, equities, claims, security interests, options
or restrictions and has full power to deliver such shares without obtaining the
consent or approval of any person or governmental authority other than those
which have already given consent or approval in a form satisfactory to the
Company.  The equivalent dollar value of the shares used to effect the purchase
shall be the fair market value of the shares on the date of the purchase as
determined by the Board (or the Committee, if so authorized) in its sole
discretion, exercised in good faith.

          The terms and conditions of Options granted under the Plan shall be
evidenced by a Stock Option Agreement (the "Agreement") executed by the Company
and the person to whom the Option is granted.  Each agreement shall contain the
following provisions:

          (a)  A provision fixing the number of shares which may be issued upon
exercise of the Option;

          (b)  A provision establishing the Option exercise price per share;

          (c)  A provision establishing the times and the installments in which
Options may be exercised, provided, however, such times and installments shall
not be less than 20% of the number of shares covered by such Option each year
from the Option Grant Date;

          (d)  A provision incorporating therein this Plan by reference;

          (e)  A provision clarifying which Options are intended to be Incentive
Stock Options under Plan A and which are intended to be nonstatutory stock
options under Plan B;

          (f)  A provision fixing the maximum duration of the Option as not more
than ten (10) years from the Option Grant Date for Options granted under either
Plan A or Plan B;

          (g)  Such representations and warranties by the Optionee as may be
required by Section 24 of this Plan or as may be required by the Board (or the
Committee, if so authorized) in its discretion;

          (h)  Any other restriction (in addition to those established under
this Plan) as may be established by the Board (or the Committee, if so
authorized) with respect to the exercise of the Option, the transfer of the
Option, and/or the transfer of the shares purchased by exercise of the Option,
provided that such restrictions are not in conflict with this Plan; and

                                       6
<PAGE>

          (i)  Such other terms and conditions not inconsistent with this Plan
as may be established by the Board (or the Committee, if so authorized).

     15.  TAXES, FEES AND EXPENSES.
          ------------------------

          The Company shall pay all original issue and transfer taxes (but not
income taxes, if any) with respect to the grant of Options and/or the issue and
transfer of shares pursuant to the exercise of such Options, and all other fees
and expenses necessarily incurred by the Company in connection therewith, and
will from time to time use its best efforts to comply with all laws and
regulations which, in the opinion of counsel for the Company, shall be
applicable thereto.

     16.  WITHHOLDING OF TAXES.
          --------------------

          The grant of Options hereunder and the issuance of Common Stock
pursuant to the exercise of such Options is conditioned upon the Company's
reservation of the right to withhold, in accordance with any applicable law,
from any compensation payable to the Optionee any taxes required to be withheld
by federal, state or local law as a result of the grant or exercise of any such
Option.

     17.  AMENDMENT OR TERMINATION OF THE PLAN.
          ------------------------------------

          (a)  The Board may amend this Plan from time to time in such respects
as the Board may deem advisable, provided, however, that no such amendment shall
operate to (i) affect adversely an Optionee's rights under this Plan with
respect to any Option granted hereunder prior to the adoption of such amendment,
except as may be necessary, in the judgment of counsel to the Company, to comply
with any applicable law, (ii) increase the maximum aggregate number of shares
which may be optioned and sold under the Plan (unless stockholders approve such
increase), (iii) change the manner of determining the Option exercise price,
(iv) change the classes of persons eligible to receive Options under the Plan,
or (v) extend the maximum duration of the Option or the Plan.

          (b) The Board may at any time terminate this Plan.  Any such
termination of the Plan shall not, without the written consent of the Optionee,
alter the terms of Options already granted and such Options shall remain in full
force and effect as if this Plan had not been terminated.

     18.  OPTIONS NOT TRANSFERABLE.
          ------------------------

          Options granted under this Plan may not be sold, pledged,
hypothecated, assigned, encumbered, gifted or otherwise transferred or alienated
in any manner, either voluntarily or involuntarily by operation of law, other
than by will or the laws of descent and distribution, and may be exercised
during the lifetime of an Optionee only by such Optionee.

     19.  NO RESTRICTIONS ON TRANSFER OF STOCK.
          ------------------------------------

          Common Stock issued pursuant to the exercise of an Option granted
under this Plan (the "Optioned Stock"), or any interest in such Optioned Stock,
may be sold, assigned, gifted, pledged, hypothecated, encumbered or otherwise
transferred or alienated in any manner by the holder(s) thereof, subject,
however, to any representations or warranties requested under Section 24 of this
Plan and also subject to compliance with any applicable federal, state or other
local law, regulation or rule governing the sale or transfer of stock or
securities.

     20.  RESERVATION OF SHARES OF COMMON STOCK.
          -------------------------------------

          The Company, during the term of this Plan, will at all times reserve
and keep available such number of shares of its Common Stock as shall be
sufficient to satisfy the requirements of the Plan.

                                       7
<PAGE>

     21.  RESTRICTIONS ON ISSUANCE OF SHARES.
          ----------------------------------

          The Company, during the term of this Plan, will use its best efforts
to seek to obtain from the appropriate regulatory agencies any requisite
authorization in order to grant Options or issue and sell such number of shares
of its Common Stock as shall be sufficient to satisfy the requirements of the
Plan.  The inability of the Company to obtain from any such regulatory agency
having jurisdiction thereof the authorization deemed by the Company's counsel to
be necessary to the lawful grant of Options or the issuance and sale of any
shares of its stock hereunder or the inability of the Company to confirm to its
satisfaction that any grant of Options or issuance and sale of any shares of
such stock will meet applicable legal requirements shall relieve the Company of
any liability in respect of the non-issuance or sale of such stock as to which
such authorization or confirmation has not been obtained.

     22.  NOTICES.
          -------

          Any notice to be given to the Company pursuant to the provisions of
this Plan shall be addressed to the Company in care of its Secretary at its
principal office, and any notice to be given to a person to whom an Option is
granted hereunder shall be addressed to him or her at the address given beneath
his or her signature on his or her Stock Option Agreement, or at such other
address as such person or his or her transferee (upon the transfer of Optioned
Stock) may hereafter designate in writing to the Company.  Any such notice shall
be deemed duly given when enclosed in a properly sealed envelope or wrapper
addressed as aforesaid, registered or certified, and deposited, postage and
registry or certification fee prepaid, in a post office or branch post office
regularly maintained by the United States Postal Service.  It shall be the
obligation of each Optionee and each transferee holding Optioned Stock to
provide the Secretary of the Company, by letter mailed as provided hereinabove,
with written notice of his or her correct mailing address.

     23.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.
          ------------------------------------------

          If the outstanding shares of Common Stock of the Company are
increased, decreased, changed into or exchanged for a different number or kind
of shares of the Company through reorganization, recapitalization,
reclassification, stock dividend, stock split or reverse stock split, then an
appropriate and proportionate adjustment shall be made in the number or kind of
shares which may be issued upon exercise of Options granted under the Plan;
provided, however that no such adjustment need be made if, upon the advice of
counsel, the Board determines that such adjustment may result in the receipt of
federally taxable income to holders of Options granted hereunder or the holders
of Common Stock or other classes of the Company's securities.

     24.  REPRESENTATIONS AND WARRANTIES.
          ------------------------------

          As a condition to the grant of any Option hereunder or the exercise of
any portion of an Option, the Company may require the person to be granted or
exercising such Option to make any representation and/or warranty to the Company
as may, in the judgment of counsel to the Company, be required under any
applicable law or regulation, including, but not limited to, a representation
and warranty that the Option and/or shares issuable or issued upon exercise of
such Option are being acquired only for investment, for such person's own
account and without any present intention to sell or distribute such Option or
shares, as the case may be, if, in the opinion of counsel for the Company, such
representation is required under the Securities Act of 1933, the California
Corporate Securities Law of 1968 or any other applicable law, regulation or rule
of any governmental agency.

     25.  NO ENLARGEMENT OF EMPLOYEE RIGHTS.
          ---------------------------------

          This Plan is purely voluntary on the part of the Company, and while
the Company hopes to continue it indefinitely, the continuance of the Plan shall
not be deemed to constitute a contract between the Company and any employee, or
to be consideration for or a condition of the employment of any employee.
Nothing contained in the Plan shall be deemed to give any employee the right to
be retained in the employ of the Company or its Affiliated Companies, or to
interfere with the right of the Company or an Affiliated Company to discharge or
retire any employee thereof at any time.  No employee shall have any right to or
interest in Options authorized hereunder prior to the grant of such an Option to
such employee, and upon such grant he or she shall have only such rights and
interests as are expressly

                                       8
<PAGE>

provided herein, subject, however, to all applicable provisions of the Company's
Certificate of Incorporation, as the same may be amended from time to time.

     26.  INFORMATION TO OPTION HOLDERS.
          -----------------------------

          During the period any options granted to employees of the Company
remain outstanding, such employee-option holders shall be entitled to receive,
on an annual or other periodic basis more frequent than annual, financial and
other information regarding the Company.  The Board (or the Committee, if so
authorized) shall exercise its discretion with regard to the nature and extent
of the financial information so provided, giving due regard to the size and
circumstances of the Company and, if the Company provides annual reports to its
stockholders, the Company's practice in connection with such annual reports.
Notwithstanding the above, if the issuance of options under either Plan A or
Plan B is limited to key employees whose duties in connection with the Company
assure their access to equivalent information, this Section 26 shall not apply
to such employees and plan.

     27.  LEGENDS ON STOCK CERTIFICATES.
          -----------------------------

          Each certificate representing Common Stock issued under this Plan
shall bear whatever legends are required by federal or state law or by any
governmental agency.  In particular, unless an appropriate registration
statement is filed pursuant to the Securities Act of 1933, as amended, with
respect to the shares of Common Stock issuable under this Plan, each certificate
representing such Common Stock shall be endorsed on its face with the following
legend or its equivalent:

          "Neither the Option pursuant to which the shares represented by this
          certificate are issued nor said shares have been registered under the
          Securities Act of 1933, as amended (the "Act").  Transfer or sale of
          such securities or any interest therein is unlawful except after
          registration, or pursuant to an exemption from the registration
          requirements, as provided in the Act and the regulations thereunder."

          A copy of this Plan shall be delivered to the Secretary of the Company
and shall be shown by him or her to each eligible person making reasonable
inquiry concerning it.  A copy of this Plan also shall be delivered to each
Optionee at the time his or her Options are granted.

     28.  VOTING RIGHTS OF THE OPTIONED STOCK
          -----------------------------------

          Upon exercise of the Options granted under this Plan, the Optioned
Stock issued pursuant to the exercise of such Options shall have the same voting
rights as all of the other shares of Common Stock then outstanding.

     29.  SPECIFIC PERFORMANCE.
          --------------------

          The Options granted under this Plan and the Optioned Stock issued
pursuant to the exercise of such Options cannot be readily purchased or sold in
the open market, and, for that reason among others, the Company and its
stockholders will be irreparably damaged in the event that this Plan is not
specifically enforced.  In the event of any controversy concerning the right or
obligation to purchase or sell any such Option or Optioned Stock, such right or
obligation shall be enforceable in a court of equity by a decree of a specific
performance.  Such remedy shall, however, be cumulative and not exclusive, and
shall be in addition to any other remedy which the parties may have.

     30.  INVALID PROVISION.
          -----------------

          In the event that any provision of this Plan is found to be invalid or
otherwise unenforceable under any applicable law, such invalidity or
unenforceability shall not be construed as rendering any other provisions
contained herein invalid or unenforceable, and all such other provisions shall
be given full force and effect to the same extent as though the invalid or
unenforceable provision was not contained herein.

                                       9
<PAGE>

     31.  APPLICABLE LAW.
          --------------

          This Plan shall be governed by and construed and enforced in
accordance with the laws of the State of California.

     32.  SUCCESSORS AND ASSIGNS.
          ----------------------

          This Plan shall be binding on and inure to the benefit of the Company
and the employees to whom an Option is granted hereunder, and such employees'
heirs, executors, administrators, legatees, personal representatives, assignees
and transferees.

     IN WITNESS WHEREOF, pursuant to the due authorization and adoption of this
plan by the Board on April 15, 1998,  the Company has caused this Plan to be
duly executed by its duly authorized officer.

                                         INCO HOMES CORPORATION


                                            /s/ IRA C. NORRIS
                                         --------------------------
                                         By:    Ira C. Norris
                                         Its:   President and CEO

                                       10