E*twoMEDIA.com

                              STOCK INCENTIVE PLAN

                                   Section 1.

                                     PURPOSE

         The purpose of this Plan is to promote the  interests of the Company by
providing the opportunity to purchase Shares or to receive compensation which is
based upon  appreciation  in the value of Shares to Employees and Key Persons in
order to attract and retain  Employees and Key Persons by providing an incentive
to work to increase the value of Shares and a stake in the future of the Company
which corresponds to the stake of each of the Company's  shareholders.  The Plan
provides for the grant of Incentive Stock Options,  Non-Qualified Stock Options,
Stock Awards and Stock Appreciation Rights to aid the Company in obtaining these
goals.

                                   Section 2.

                                   DEFINITIONS

         Each term set forth in this  Section  shall have the  meaning set forth
opposite  such  term  for  purposes  of this  Plan  and,  for  purposes  of such
definitions,  the singular shall include the plural and the plural shall include
the singular, and reference to one gender shall include the other gender.

         2.1      Board means the Board of Directors of the Company.

         2.2      Code means the Internal Revenue Code of 1986, as amended.

         2.3      Committee means the Compensation Committee of the Board.

         2.4      Common Stock means the  $.001par  value per share common stock
                  of the Company.

         2.5      Company means  E*twoMEDIA.com,  a Nevada corporation,  and any
                  successor to such organization.

         2.6      Director means a member of the Board.

         2.7      Employee  means an employee of the Company,  a Subsidiary or a
                  Parent.

         2.8      Exchange Act means the  Securities  Exchange  Act of 1934,  as
                  amended.

         2.9      Exercise Price means the price which shall be paid to purchase
                  one (1) Share upon the  exercise  of an Option  granted  under
                  this Plan.

         2.10     Fair  Market  Value of each  Share on any date means the price
                  determined   below  on  the  last  business  day   immediately
                  preceding the date of valuation:



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                  (a) If the  Common  Stock is listed on any  established  stock
exchange or a national market system,  including without limitation the National
Market  of the  National  Association  of  Securities  Dealers,  Inc.  Automated
Quotation  ("NASDAQ")  System,  its Fair  Market  Value per  share  shall be the
closing  sale price for the  Common  Stock (or the mean of the  closing  bid and
asked prices,  if no sales were reported),  as quoted on such exchange or system
on the date of such  determination,  as reported  in The Wall Street  Journal or
such other source as the Board deems reliable; or

                  (b) If the Common Stock is not listed on any established stock
exchange or a national  market system,  its Fair Market Value per share shall be
the  average  of the  closing  dealer  "bid" and "ask"  prices of a share of the
Common  Stock as  reflected on the NASDAQ  interdealer  quotation  system of the
National   Association  of  Securities  Dealers,   Inc.  on  the  date  of  such
determination; or

                  (c) In the  absence  of an  established  market for the Common
Stock,  the Fair Market Value  thereof  shall be determined in good faith by the
Board.

         2.11  Insider  means an  individual  who is, on the relevant  date,  an
officer,  director or ten  percent  (10%)  beneficial  owner of any class of the
Company's  equity  securities  that is registered  pursuant to Section 12 of the
Exchange Act, all as defined under Section 16 of the Exchange Act.

         2.12 ISO means an option  granted  under this Plan to  purchase  Shares
which is intended by the Company to satisfy the  requirements  of Code ss.422 as
an incentive stock option.

         2.13 Key Person means (i) a member of the Board who is not an Employee,
(ii) a consultant,  distributor or other person who has rendered or committed to
render  valuable  services to the  Company,  a Subsidiary  or a Parent,  (iii) a
person who has incurred,  or is willing to incur,  financial risk in the form of
guaranteeing or acting as co-obligor with respect to debts or other  obligations
of the  Company,  or (iv) a person who has extended  credit to the Company.  Key
Persons are not limited to individuals and, subject to the preceding definition,
may include corporations, partnerships, associations and other entities.

         2.14 Non-ISO means an option granted under this Plan to purchase Shares
which is not intended by the Company to satisfy the requirements of Code ss.422.

         2.15     Option means an ISO or a Non-ISO.

         2.16  Outside  Director  means  a  member  of the  Board  who is not an
Employee and who qualifies as (1) "non-employee director" under Rule 16b-3(b)(3)
under the 1934 Act, as amended from time to time, and (2) an "outside  director"
under Code ss.162(m) and the regulations promulgated thereunder.

         2.17     Parent means any corporation  which is a parent of the Company
                  (within the meaning of Codess.424).



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         2.18     Participant means an individual who receives a Stock Incentive
                  hereunder.

         2.19     Performance-Based   Exception   means  the   performance-based
                  exception   from   the  tax   deductibility   limitations   of
                  Codess.162(m).

         2.20     Plan means the E*twoMEDIA.com Stock Incentive Plan, as amended
                  from time to time.

         2.21     Share means a share of the Common Stock of the Company.

         2.22     Stock  Incentive  means an ISO, a Non-ISO,  a Stock Award or a
                  Stock Appreciation Right.

         2.23     Stock  Incentive  Agreement  means an  agreement  between  the
                  Company  and a  Participant  evidencing  an  award  of a Stock
                  Incentive.

         2.24     Subsidiary means any corporation  which is a subsidiary of the
                  Company (within the meaning of Codess.424(f)).

         2.25     Surrendered  Shares means the Shares  described in Section 8.2
                  which (in lieu of being purchased) are surrendered for cash or
                  Shares, or for a combination of cash and Shares, in accordance
                  with Section 8.

         2.26     Ten Percent  Shareholder means a person who owns (after taking
                  into account the  attribution  rules of Code  ss.424(d))  more
                  than ten percent (10%) of the total  combined  voting power of
                  all classes of shares of either the Company, a Subsidiary or a
                  Parent.

                                   Section 3.
                       SHARES SUBJECT TO STOCK INCENTIVES

         The  total  number  of  Shares  that may be  issued  pursuant  to Stock
Incentives  under  this Plan  shall not  exceed  Five  Million  (5,000,000),  as
adjusted  pursuant to Section 11. Such Shares shall be  reserved,  to the extent
that the Company deems  appropriate,  from authorized but unissued  Shares,  and
from Shares which have been reacquired by the Company.  Furthermore,  any Shares
subject to a Stock Incentive which remain after the cancellation,  expiration or
exchange of such Stock Incentive thereafter shall again become available for use
under this Plan, but any Surrendered  Shares which remain after the surrender of
an ISO or a Non-ISO  under  Section 8 shall not again become  available  for use
under this Plan. Notwithstanding anything herein to the contrary, no Participant
may be granted Options or Stock Appreciation Rights covering an aggregate number
of Shares in excess of Five Million (5,000,000) in any calendar year.



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                                   Section 4.
                                 EFFECTIVE DATE

         The effective date of this Plan, as amended and restated herein,  shall
be the date it is adopted by the Board, provided the shareholders of the Company
approve this Plan within twelve (12) months after such  effective  date. If such
effective  date comes before such  shareholder  approval,  any Stock  Incentives
granted under this Plan before the date of such approval  automatically shall be
granted subject to such approval.

                                   Section 5.
                                 ADMINISTRATION

         5.1  General  Administration.  This Plan shall be  administered  by the
Board. The Board, acting in its absolute discretion,  shall exercise such powers
and take such action as  expressly  called for under this Plan.  The Board shall
have the power to  interpret  this Plan and,  subject to Section 13 to take such
other  action  in the  administration  and  operation  of the  Plan as it  deems
equitable under the  circumstances.  The Board's actions shall be binding on the
Company,  on each  affected  Employee  or Key Person,  and on each other  person
directly or indirectly affected by such actions.

         5.2 Delegation of Authority. The Board may delegate its authority under
the Plan, in whole or in part, to a Committee  appointed by the Board consisting
of not less than two (2) directors.  The members of the Committee shall serve at
the discretion of the Board. The Committee (if appointed) shall act according to
the  policies  and  procedures  set forth in the Plan and to those  policies and
procedures  established by the Board,  and the Committee  shall have such powers
and  responsibilities  as are set forth by the Board.  Reference to the Board in
this Plan shall specifically  include reference to the Committee where the Board
has  delegated it authority to the  Committee,  and any action by the  Committee
pursuant to a delegation  of authority by the Board shall be deemed an action by
the Board under the Plan.  Notwithstanding  the above,  the Board may assume the
powers and responsibilities granted to the Committee at any time, in whole or in
part. With respect to Committee  appointments and composition,  only a Committee
comprised solely of two (2) or more Outside Directors may grant Stock Incentives
which will meet the Performance-Based  Exception, and only a Committee comprised
solely of Outside Directors may grant Stock Incentives to Insiders.

         5.3 Decisions  Binding.  All  determinations  and decisions made by the
Board (or its delegate)  pursuant to the provisions of this Plan and all related
orders and  resolutions  of the Board shall be final,  conclusive and binding on
all persons, including the Company, its stockholders,  Directors, Employees, Key
Persons, Participants, and their estates and beneficiaries.





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                                   Section 6.
                                   ELIGIBILITY

         Employees  and Key  Persons  shall be  eligible  for the grant of Stock
Incentives under this Plan, but no Employee shall have the right to be granted a
Stock  Incentive  under this Plan  merely as a result of his or her status as an
Employee.

                                    Section 7
                            TERMS OF STOCK INCENTIVES

         7.1      Terms and Conditions of All Stock Incentives

                  (a) The  Committee,  in its absolute  discretion,  shall grant
Stock  Incentives  under this Plan from time to time and shall have the right to
grant new Stock Incentives in exchange for outstanding Stock  Incentives.  Stock
Incentives  shall  be  granted  to  Employees  or Key  Persons  selected  by the
Committee,  and the Committee  shall be under no obligation  whatsoever to grant
Stock  Incentives  to all  Employees  or Key  Persons,  or to  grant  all  Stock
Incentives subject to the same terms and conditions.

                  (b) The number of Shares as to which a Stock  Incentive  shall
be granted shall be determined by the Committee in its sole discretion,  subject
to the  provisions  of Section 3 as to the total number of shares  available for
grants under the Plan.

                  (c)  Each  Stock  Incentive  shall  be  evidenced  by a  Stock
Incentive Agreement executed by the Company and the Participant,  which shall be
in such form and  contain  such terms and  conditions  as the  Committee  in its
discretion  may,  subject  to the  provisions  of the  Plan,  from  time to time
determine.

                  (d) The date a Stock Incentive is granted shall be the date on
which the Committee has approved the terms and conditions of the Stock Incentive
Agreement and has determined the recipient of the Stock Incentive and the number
of Shares  covered by the Stock  Incentive  and has taken all such other  action
necessary to complete the grant of the Stock Incentive.

         7.2 Terms and  Conditions of Options.  Each grant of an Option shall be
evidenced by a Stock Incentive Agreement which shall:

                  (I)      specify whether the Option is an ISO or Non-ISO; and

                  (II)  incorporate  such  other  terms  and  conditions  as the
Committee, acting in its absolute discretion, deems consistent with the terms of
this Plan,  including (without limitation) a restriction on the number of Shares
subject to the Option  which first  become  exercisable  or subject to surrender
during any calendar year.





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                  In determining  Employee(s) or Key Person(s) to whom an Option
shall be granted  and the number of Shares to be  covered  by such  Option,  the
Committee  may take into  account  the  recommendations  of the Chief  Executive
Officer and/or  President of the Company and its other  officers,  the duties of
the  Employee or Key Person,  the present  and  potential  contributions  of the
Employee or Key Person to the success of the Company,  the anticipated number of
years of service  remaining  before the attainment by the Employee of retirement
age, and other factors deemed relevant by the Committee, in its sole discretion,
in connection  with  accomplishing  the purpose of this Plan. An Employee or Key
Person who has been  granted an Option to purchase  Shares,  whether  under this
Plan or otherwise, may be granted one or more additional Options.

                  If the Committee grants an ISO and a Non-ISO to an Employee on
the same date,  the right of the  Employee  to exercise  or  surrender  one such
Option shall not be  conditioned  on his or her failure to exercise or surrender
the other such Option.

                  (a) Exercise  Price.  Subject to adjustment in accordance with
Section 11 and the other provisions of this Section, the Exercise Price shall be
as set forth in the applicable Stock Incentive  Agreement.  With respect to each
grant  of an ISO to a  Participant  who is not a Ten  Percent  Shareholder,  the
Exercise  Price shall not be less than the Fair Market Value on the date the ISO
is granted.  With respect to each grant of an ISO to a Participant  who is a Ten
Percent  Shareholder,  a Ten  Percent  Shareholder  shall  not be less  than one
hundred  ten  percent  (110%)  of the Fair  Market  Value on the date the ISO is
granted.  If a Stock  Incentive is a Non-ISO,  the Exercise Price for each Share
shall be no less than the minimum price required by applicable  state law, or by
the Company's governing  instrument,  or $0.01,  whichever price is greater. Any
Stock Incentive intended to meet the Performance-Based Exception must be granted
with an Exercise  Price  equivalent  to or greater than the Fair Market Value of
the Shares subject thereto.

                  (b) Option Term.  Each Option granted under this Plan shall be
exercisable  in  whole  or in part at such  time or  times  as set  forth in the
related Stock Incentive Agreement, but no Stock Incentive Agreement shall:

                  (i)      make an  Option  exercisable  before  the  date  such
                           Option is granted; or

                  (ii)     make an Option exercisable after the earlier of:

                  (A)      the date such Option is exercised in full, or

                  (B) the date which is the tenth (10th) anniversary of the date
         such Option is  granted,  if such Option is a Non-ISO or an ISO granted
         to a non-Ten Percent Shareholder,  or the date which is the fifth (5th)
         anniversary  of the date such Option is  granted,  if such Option is an
         ISO granted to a Ten Percent Shareholder.

                  A Stock Incentive Agreement may provide for the exercise of an
Option  after the  employment  of an  Employee  has  terminated  for any  reason
whatsoever,   including  death  or  disability.   The  Employee's   rights  upon
termination of employment  will be set forth in the applicable  Stock  Incentive
Agreement.





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                  (c) Payment.  Options  shall be exercised by the delivery of a
written  notice of exercise to the Company,  setting  forth the number of Shares
with respect to which the Option is to be exercised  accompanied by full payment
for the Shares.  Payment for all shares of Stock purchased  pursuant to exercise
of an  Option  shall  be made in  cash  or,  if the  Stock  Incentive  Agreement
provides, by delivery to the Company of a number of Shares which have been owned
by the holder for at least six (6) months  prior to the date of exercise  having
an  aggregate  Fair  Market  Value  equal to the  amount  to be  tendered,  or a
combination thereof. In addition,  if the Stock Incentive Agreement so provides,
the  Option  may  be  exercised  through  a  brokerage   transaction   following
registration  of  the  Company's  equity  securities  under  Section  12 of  the
Securities  Exchange Act of 1934 as permitted under the provisions of Regulation
T applicable to cashless  exercises  promulgated  by the Federal  Reserve Board.
However, notwithstanding the foregoing, with respect to any Option recipient who
is an Insider,  a tender of shares or a cashless  exercise must (1) have met the
requirements  of an exemption  under Rule 16b-3  promulgated  under the Exchange
Act, or (2) be a subsequent  transaction the terms of which were provided for in
a transaction  initially  meeting the  requirements  of an exemption  under Rule
16b-3 promulgated under the Exchange Act. Except as provided in subparagraph (f)
below,  payment shall be made at the time that the Option or any part thereof is
exercised, and no Shares shall be issued or delivered upon exercise of an Option
until full payment has been made by the Participant. The holder of an Option, as
such, shall have none of the rights of a stockholder.

                  Notwithstanding  the above,  and in the sole discretion of the
Committee,  an Option may be exercised as to a portion or all (as  determined by
the  Committee)  of the  number  of  Shares  specified  in the  Stock  Incentive
Agreement by delivery to the Company of a promissory  note, such promissory note
to be executed by the Participant and which shall include, with such other terms
and conditions as the Committee shall  determine,  provisions in a form approved
by the Committee  under which:  (i) the balance of the aggregate  purchase price
shall be payable in equal  installments over such period and shall bear interest
at such  rate  (which  shall  not be less  than  the  prime  bank  loan  rate as
determined  by the  Committee)  as the  Committee  shall  approve,  and (ii) the
Participant  shall be  personally  liable for  payment  of the unpaid  principal
balance and all accrued but unpaid interest.

                  (d)  Conditions to Exercise of an Option.  Each Option granted
under  the  Plan  shall  be  exercisable  at such  time or  times,  or upon  the
occurrence of such event or events, and in such amounts,  as the Committee shall
specify in the Stock Incentive Agreement;  provided, however, that subsequent to
the grant of an Option, the Committee,  at any time before complete  termination
of such  Option,  may  accelerate  the time or times at which such Option may be
exercised  in whole or in part.  The Board may impose such  restrictions  on any
Shares acquired  pursuant to the exercise of an Option as it may deem advisable,
including,  without  limitation,  vesting  or  performance-based   restrictions,
restrictions under applicable federal securities laws, under the requirements of
any stock  exchange  or market  upon which such  Shares are then  listed  and/or
traded,  and  under any blue sky or state  securities  laws  applicable  to such
Shares.

                  (e)  Nontransferability  of  Options.  Except as  provided  in
subparagraph (f) below, an Option shall not be transferable or assignable except
by will or by the laws of descent  and  distribution  and shall be  exercisable,
during the Participant's lifetime, only by the Participant;  provided,  however,
that in the event the Participant is incapacitated and unable to exercise his or



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her Option,  such Option may be exercised by such Participant's  legal guardian,
legal   representative,   or  other  representative  whom  the  Committee  deems
appropriate  based on applicable facts and  circumstances.  The determination of
incapacity  of  a  Participant   and  the   determination   of  the  appropriate
representative  of the  Participant  who shall be able to exercise the Option if
the Participant is incapacitated shall be determine by the Committee in its sole
and absolute discretion.

                  (f)  Special  Provisions  for  Certain   Substitute   Options.
Notwithstanding  anything  to the  contrary  in  this  Section,  any  Option  in
substitution  for a stock  option  previously  issued by another  entity,  which
substitution  occurs in connection with a transaction to which Code ss.424(a) is
applicable,  may provide for an exercise price computed in accordance  with Code
ss.424(a) and the  regulations  thereunder  and may contain such other terms and
conditions as the Committee  may  prescribe to cause such  substitute  Option to
contain as nearly as  possible  the same  terms and  conditions  (including  the
applicable  vesting  and  termination  provisions)  as  those  contained  in the
previously issued stock option being replaced thereby.

                  Terms and  Conditions of Stock  Appreciation  Rights.  A Stock
Appreciation  Right may be granted in  connection  with all or any  portion of a
previously or  contemporaneously  granted  Option or not in  connection  with an
Option. A Stock Appreciation Right shall entitle the Participant to receive upon
exercise  or payment  the  excess of (I) the Fair  Market  Value of a  specified
number of Shares at the time of  exercise,  over (II) a  specified  price  which
shall be not less than the Exercise  Price for that number of Shares in the case
of a Stock  Appreciation  Right  granted  in  connection  with a  previously  or
contemporaneously granted Option, or in the case of any other Stock Appreciation
Right not less than one hundred  percent (100%) of the Fair Market Value of that
number of Shares at the time the Stock  Appreciation  Right was granted. A Stock
Appreciation Right granted in connection with an Option may only be exercised to
the extent that the related  Option has not been  exercised.  The  exercise of a
Stock  Appreciation  Right shall  result in a pro rata  surrender of the related
Option to the extent the Stock Appreciation Right has been exercised.

                  (a) Payment.  Upon exercise or payment of a Stock Appreciation
Right,  the Company shall pay to the  Participant  the  appreciation  in cash or
Shares (at the  aggregate  Fair Market Value on the date of payment or exercise)
as  provided  in the  Stock  Incentive  Agreement  or,  in the  absence  of such
provision, as the Committee may determine.

                  (b)  Conditions  to Exercise.  Each Stock  Appreciation  Right
granted under the Plan shall be exercisable  at such time or times,  or upon the
occurrence of such event or events, and in such amounts,  as the Committee shall
specify in the Stock Incentive Agreement;  provided, however, that subsequent to
the grant of a Stock  Appreciation  Right,  the  Committee,  at any time  before
complete  termination of such Stock Appreciation  Right, may accelerate the time
or times at which such Stock  Appreciation Right may be exercised in whole or in
part.

                  (c)  Nontransferability of Stock Appreciation Right. Except as
otherwise  provided  in a  Participant's  Stock  Incentive  Agreement,  no Stock
Appreciation  Right  granted under the plan may be sold,  transferred,  pledged,
assigned or otherwise  alienated or  hypothecated,  other than by will or by the
laws of descent and  distribution.  Further,  except as otherwise  provided in a
Participant's Stock Incentive  Agreement,  all Stock Appreciation Rights granted
to a Participant  under the Plan shall be exercisable,  during the Participant's



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lifetime,  only by the  Participant;  provided,  however,  that in the event the
Participant  is   incapacitated   and  unable  to  exercise  his  or  her  Stock
Appreciation  Right,  such Stock  Appreciation  Right may be  exercised  by such
Participant's legal guardian, legal representative, or other representative whom
the Committee deems appropriate based on applicable facts and circumstances. The
determination  of  incapacity  of a  Participant  and the  determination  of the
appropriate  representative of the Participant who shall be able to exercise the
Stock Appreciation Right if the Participant is incapacitated  shall be determine
by the Committee in its sole and absolute discretion.

         7.4 Terms and Conditions of Stock Awards.  Shares  awarded  pursuant to
Stock  Awards  shall  be  subject  to such  restrictions  as  determined  by the
Committee for periods  determined by the Committee.  Unless the applicable Stock
Incentive  Agreement  provides  otherwise,  holders  of  Stock  Awards  shall be
entitled to vote and receive  dividends during the periods of restriction to the
same extent as holders of  unrestricted  Common Stock.  The Committee shall have
the power to permit, in its discretion, an acceleration of the expiration of the
applicable  restriction  period  with  respect  to any part or all of the Shares
awarded to a  Participant.  The  Committee  may require a cash  payment from the
Participant  in an amount no greater than the aggregate Fair Market Value of the
Shares  awarded  determined  at the date of grant in exchange for the grant of a
Stock  Award  or may  grant a Stock  Award  without  the  requirement  of a cash
payment.

                                   Section 8.

                              SURRENDER OF OPTIONS

         8.1 General Rule. The Committee, acting in its absolute discretion, may
incorporate a provision in a Stock  Incentive  Agreement to allow an Employee or
Key  Person  to  surrender  his or  Option  in  whole  or in part in lieu of the
exercise in whole or in part of that Option on any date that:

         a)       the Fair  Market  Value of the Shares  subject to such  Option
                  exceeds Exercise Price for such Shares, and

         (b)      the Option to purchase such Shares is otherwise exercisable.

         8.2 Procedure.  The surrender of an Option in whole or in part shall be
effected by the  delivery of the Stock  Incentive  Agreement  to the  Committee,
together with a statement  signed by the Participant  which specifies the number
of Shares ("Surrendered  Shares") as to which the Participant  surrenders his or
her  Option  and how he or she  desires  payment  be made for  such  Surrendered
Shares.

         8.3  Payment.  A  Participant  in exchange  for his or her  Surrendered
Shares shall receive a payment in cash or in Shares, or in a combination of cash
and Shares, equal in amount on the date such surrender is effected to the excess
of the Fair  Market  Value  of the  Surrendered  Shares  on such  date  over the



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Exercise Price for the Surrendered Shares. The Committee, acting in its absolute
discretion,  can approve or  disapprove a  Participant's  request for payment in
whole  or in  part  in  cash  and  can  make  that  payment  in  cash or in such
combination of cash and Shares as the Committee deems appropriate. A request for
payment  only in Shares  shall be  approved  and made in  Shares  to the  extent
payment  can be  made  in  whole  shares  of  Shares  and  (at  the  Committee's
discretion) in cash in lieu of any fractional Shares.

         8.4 Restrictions.  Any Stock Incentive  Agreement which  incorporates a
provision to allow a  Participant  to surrender his or her Option in whole or in
part also shall  incorporate  such  additional  restrictions  on the exercise or
surrender  of such  Option as the  Committee  deems  necessary  to  satisfy  the
conditions  to the exemption  under Rule 16b-3 (or any  successor  exemption) to
Section 16(b) of the Exchange Act.

                                   Section 9.

                              SECURITIES REGULATION

         Each Stock  Incentive  Agreement may provide that,  upon the receipt of
Shares  as a result of the  surrender  or  exercise  of a Stock  Incentive,  the
Participant  shall,  if so  requested  by the  Company,  hold  such  Shares  for
investment and not with a view of resale or  distribution  to the public and, if
so requested by the Company,  shall  deliver to the Company a written  statement
satisfactory to the Company to that effect.  Each Stock Incentive  Agreement may
also provide that, if so requested by the Company,  the Participant shall make a
written  representation  to the Company that he or she will not sell or offer to
sell any of such Shares unless a registration  statement shall be in effect with
respect to such  Shares  under the  Securities  Act of 1933,  as amended  ("1933
Act"),  and any applicable  state securities law or, unless he or she shall have
furnished to the Company an opinion,  in form and substance  satisfactory to the
Company,  of legal counsel acceptable to the Company,  that such registration is
not required. Certificates representing the Shares transferred upon the exercise
or surrender of a Stock Incentive  granted under this Plan may at the discretion
of the  Company  bear a legend  to the  effect  that such  Shares  have not been
registered  under the 1933 Act or any applicable  state  securities law and that
such Shares may not be sold or offered  for sale in the absence of an  effective
registration  statement as to such Shares under the 1933 Act and any  applicable
state  securities law or an opinion,  in form and substance  satisfactory to the
Company,  of legal counsel acceptable to the Company,  that such registration is
not required.

                                   Section 10.

                                  LIFE OF PLAN

         No Stock  Incentive  shall be  granted  under this Plan on or after the
earlier of:

         (a) the tenth (10th) anniversary of the effective date of this Plan (as
determined  under  Section 4 of this Plan),  in which event this Plan  otherwise
thereafter shall continue in effect until all outstanding  Stock Incentives have
been surrendered or exercised in full or no longer are exercisable, or



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         (b) the date on which all of the  Shares  reserved  under  Section 3 of
this Plan have (as a result of the  surrender  or exercise  of Stock  Incentives
granted  under this Plan) been issued or no longer are  available  for use under
this Plan, in which event this Plan also shall terminate on such date.

                                   Section 11.

                                   ADJUSTMENT

         The number of Shares  reserved under Section 3 of this Plan, then limit
on the  number of Shares  which may be  granted  during a  calendar  year to any
individual  under Section 3 of this Plan,  the number of Shares subject to Stock
Incentives granted under this Plan, and the Exercise Price of any Options, shall
be adjusted by the Committee in an equitable manner to reflect any change in the
capitalization  of the Company,  including,  but not limited to, such changes as
stock dividends or stock splits. Furthermore, the Committee shall have the right
to adjust (in a manner which  satisfies the  requirements of Code ss.424(a)) the
number of Shares  reserved  under Section 3, and the number of Shares subject to
Stock Incentives  granted under this Plan, and the Exercise Price of any Options
in the event of any  corporate  transaction  described in Code  ss.424(a)  which
provides for the  substitution  or assumption of such Stock  Incentives.  If any
adjustment under this Section creates a fractional Share or a right to acquire a
fractional Share, such fractional Share shall be disregarded,  and the number of
Shares  reserved under this Plan and the number subject to any Stock  Incentives
granted  under this Plan shall be the next lower number of Shares,  rounding all
fractions downward. An adjustment made under this Section by the Committee shall
be  conclusive  and binding on all  affected  persons  and,  further,  shall not
constitute an increase in the number of Shares reserved under Section 3.

                                   Section 12.

                          SALE OR MERGER OF THE COMPANY

       If the Company agrees to sell substantially all of its assets for cash or
property,  or for a combination  of cash and property,  or agrees to any merger,
consolidation, reorganization, division or other transaction in which Shares are
converted  into  another  security  or into the right to receive  securities  or
property, and such agreement does not provide for the assumption or substitution
of the Stock Incentives granted under this Plan, each Stock at the direction and
discretion  of the  Committee or the Board,  or as is otherwise  provided in the
Stock  Incentive  Agreements  (i)  may  be  deemed  to be  fully  vested  and/or
exercisable, or (ii) may be canceled unilaterally by the Company in exchange for
(a) whole Shares (or, subject to satisfying the conditions of an exemption under
Rule 16b-3 or any successor  exemption to Section 16(b) of the Exchange Act, for
the  whole  Shares  and  cash  in  lieu  of any  fractional  Share)  which  each
Participant  would otherwise  receive if he or she had the right to exercise his



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or her  outstanding  Stock  Incentive in full and he or she exercised that right
exclusively  for Shares on a date fixed by the Committee which comes before such
sale or other corporate transaction, or (b) cash or other property equivalent in
value,  as  determined  by the  Board  in its  sole  discretion,  to the  Shares
described in clause (a) of this sentence.  Any such Stock Incentive which is not
assumed or substituted as provided above and which the Company does not elect to
cancel  prior to a sale or other  corporate  transaction  as  described  in this
Section shall become fully vested and immediately  exercisable just prior to the
closing of such transaction.

                                   Section 13.

                            AMENDMENT OR TERMINATION

         This Plan may be  amended  by the Board from time to time to the extent
that the Board  deems  necessary  or  appropriate;  provided,  however,  no such
amendment shall be made absent the approval of the  shareholders of the Company:
(a) to increase  the number of Shares  reserved  under  Section 3, except as set
forth in Section 11, (b) to extend the maximum life of the Plan under Section 10
or the maximum  exercise  period  under  Section 7, (c) to decrease  the minimum
Exercise Price under Section 7, or (d) to change the designation of Employees or
Key Persons  eligible for Stock  Incentives  under Section 6. The Board also may
suspend  the  granting of Stock  Incentives  under this Plan at any time and may
terminate this Plan at any time;  provided,  however, the Company shall not have
the right to modify,  amend or cancel any Stock  Incentive  granted  before such
suspension or termination  unless:  (I) the  Participant  consents in writing to
such modification,  amendment or cancellation, or (II) there is a dissolution or
liquidation  of the Company or a transaction  described in Section 11 or Section
12.

                                   Section 14.

                                  MISCELLANEOUS

         14.1  Shareholder  Rights.  No  Participant  shall have any rights as a
shareholder of the Company as a result of the grant of a Stock  Incentive to him
or to her under  this Plan or his or her  exercise  or  surrender  of such Stock
Incentive  pending the actual delivery of Shares subject to such Stock Incentive
to such Participant.

         14.2 No  Guarantee  of  Continued  Relationship.  The  grant of a Stock
Incentive to a  Participant  under this Plan shall not  constitute a contract of
employment  and shall not confer on a  Participant  any  rights  upon his or her
termination of employment or relationship  with the Company in addition to those
rights,  if any,  expressly  set forth in the Stock  Incentive  Agreement  which
evidences his or her Stock Incentive.

         14.3  Withholding.  The  Company  shall have the power and the right to
deduct or  withhold,  or  require a  Participant  to remit to the  Company  as a
condition  precedent  for the  fulfillment  of any  Stock  Incentive,  an amount
sufficient  to satisfy  Federal,  state and local  taxes,  domestic  or foreign,
required by law or  regulation  to be withheld with respect to any taxable event
arising as a result of this Plan  Whenever  Shares are to be issued or cash paid
to a Participant upon exercise of an Option, the Company shall have the right to
require the  Participant to remit to the Company,  as a condition of exercise of
the Option, an amount sufficient to satisfy federal, state and local withholding


<PAGE>

tax  requirements  at  the  time  of  exercise.  However,   notwithstanding  the
foregoing,  to the extent  that a  Participant  is an Insider,  satisfaction  of
withholding  requirements by having the Company withhold Shares may only be made
to the extent that such withholding of Shares (1) has met the requirements of an
exemption  under Rule 16b-3  promulgated  under the  Exchange  Act,  or (2) is a
subsequent  transaction  the terms of which were  provided for in a  transaction
initially  meeting the requirements of an exemption under Rule 16b-3 promulgated
under the Exchange Act.

         14.4  Transfer.  The  transfer  of an  Employee  between  or among  the
Company,  a Subsidiary or a Parent shall not be treated as a termination  of his
or her employment under this Plan.

         14.5  Construction.  This Plan shall be construed under the laws of the
State of Nevada.