Exhibit 10.1
------------


                              CAMDEN MINES LIMITED
                              --------------------

                      2004 STOCK OPTION AND INCENTIVE PLAN
                      ------------------------------------

1.   Purposes of the Plan.
--------------------------

     The purposes of this Plan are to (i) attract and retain the best  available
personnel  for  positions of  responsibility  within  Camden Mines  Limited (the
"Company"),  (ii)  provide  additional  incentives  to Employees of the Company,
(iii)  provide  Directors,  Consultants  and  Advisors  of the  Company  with an
opportunity to acquire a proprietary  interest in the Company to encourage their
continued  provision of services to the Company and to provide such persons with
incentives  and rewards for superior  performance  more  directly  linked to the
profitability of the Company's  business and increases in shareholder value, and
(iv)  generally  to  promote  the  success  of the  Company's  business  and the
interests  of the  Company  and all of its  stockholders,  through  the grant of
options to purchase shares of the Company's Common Stock and other incentives.

     Incentive benefits granted hereunder may be either Incentive Stock Options,
Non-qualified  Stock Options,  stock awards,  Restricted Shares,  cash awards or
other incentives determined by the board, as such terms are hereinafter defined.
The types of options or other incentives granted shall be reflected in the terms
of written agreements.

2.   Definitions.
-----------------

     As used herein, the following definitions shall apply:

     2.1  "Board" shall mean the Board of Directors of Camden Mines Limited.
           -----

     2.2  "Change  of  Control"  means a change in  ownership  or control of the
           -------------------
Company effected through any of the following transactions:

          (a)  the direct or indirect acquisition by any person or related group
of persons  (other than by the Company or a person that  directly or  indirectly
controls,  is controlled  by, or is under common  control with,  the Company) of
beneficial  ownership  (within the meaning of Rule 13d-3 of the Exchange Act) of
securities  possessing  more than 50% of the total combined  voting power of the
Company's  outstanding  securities  pursuant to a tender or exchange  offer made
directly to the Company's shareholders, or other transaction, in each case which
the Board does not recommend such shareholders to accept; or

          (b)  a change  in the  composition  of the  Board  over a period of 12
consecutive months or less such that a majority of the Board members (rounded up
to the next whole number) ceases,  by reason of one or more contested  elections




<PAGE>






for Board  membership,  to be comprised of individuals  who either (i) have been
Board members  continuously since the beginning of such period or (ii) have been
elected or  nominated  for  election as Board  members  during such period by at
least a majority of the Board members  described in clause (i) who were still in
office at the time such election or nomination was approved by the Board; or

          (c)  a Corporate Transaction as defined below.

     2.3  "Code"   shall  mean  the  US  Internal   Revenue  Code  or  analogous
           ----
legislation,  as  amended  from  time to time,  and the  rules  and  regulations
promulgated thereunder.

     2.4  "Committee"  shall  mean  the  Committee  constituting  the  Board  in
           ---------
accordance with Section 4.1 of the Plan, if one is appointed.

     2.5  "Common Stock" or "Common  Shares" shall mean (i) shares of the common
           ------------      --------------
stock,  no par value,  of the Company  described  in the  Company's  Articles of
Incorporation, as amended, and (ii) any security into which Common Shares may be
converted  by  reason of any  transaction  or event of the type  referred  to in
Section 12 of this Plan.

     2.6  "Company" shall mean Camden Mines Limited, a Nevada  corporation,  and
           -------
shall include any parent or subsidiary corporation of the Company.

     2.7  "Consultants" and "Advisors" shall include any third party retained or
           -----------       --------
engaged by the Company to provide service to the Company, including any employee
of such third party providing such services.

     2.8  "Corporate     Transaction"     means    any    of    the    following
           -------------------------
shareholder-approved transactions to which the Company is a party:

          (a)  a  merger  or  consolidation  in  which  the  Company  is not the
surviving entity,  except for a transaction the principal purpose of which is to
change the state in which the Company is incorporated;

          (b)  the sale,  transfer or other  disposition of all or substantially
all of the assets of the Company in complete  liquidation  or dissolution of the
Company; or

          (c)  any reverse  merger in which the Company is the surviving  entity
but in which  securities  possessing  more than 50% of the total combined voting
power of the Company's  outstanding  securities  are  transferred to a person or
persons different from the persons holding those securities immediately prior to
such merger.

     2.9  "Date of Grant" means the date specified by the Board or the Committee
           -------------
on which a grant of Options,  Stock Appreciation  Rights,  Performance Shares of
Performance  Units or a grant or sale of  Restricted  Shares or Deferred  Shares
shall become effective.




<PAGE>






     2.10 "Deferral  Period"  means the  period of time  during  which  Deferred
           ----------------
Shares are subject to deferral limitations under Section 9.3 of this Plan.

     2.11 "Deferred Shares" means an award pursuant to Section 9 of this Plan of
           ---------------
the right to receive Common Shares at the end of a specified Deferral Period.

     2.12 "Director" shall mean a member of the Board.
           --------

     2.13 "Effective Date" shall have the meaning ascribed thereto in Section 6.
           --------------

     2.14 "Employee"  shall mean any person,  including  officers and directors,
           --------
employed by the Company.  The payment of a director's  fee by the Company  shall
not be sufficient to constitute  "employment" by the Company.  For inclusiveness
purposes,  but not  having  legal  effect  as to  obligations  and  liabilities,
Employee in this  Agreement may also  encompass  Consultants  and Advisors where
such is  appropriate  or where such is intended by the Board or by a  particular
grant hereunder.

     2.15 "Exchange  Act" shall mean the  Securities  Exchange  Act of 1934,  as
           -------------
amended, and all pertinent rules and regulations.

     2.16 "Fair  Market  Value"  shall  mean,  with  respect to the date a given
           -------------------
Option or other incentive is granted or exercised, the value of the Common Stock
determined  by the  Board  in such  manner  as it may  deem  equitable  for Plan
purposes but, in the case of an Incentive Stock Option, no less than is required
by applicable  laws or  regulations;  provided,  however,  that where there is a
public market for the Common Stock, the Fair Market Value per share shall be not
less  than the  closing  price  for the  Common  Stock on the last  trading  day
preceding  the  Date of  Grant,  as  reported  by the  National  Association  of
Securities Dealers Automated Quotation System - Small Cap or National Markets or
the National  Association of Security Dealers Over the Counter Bulletin Board or
other  exchange on which the Company is listed and as  determined  by the Board;
provided,  further, that if the Common Stock is not listed on any exchange,  the
Fair  Market  Value per share  shall not be less than the  average  of the means
between the bid and asked prices quoted on each such date by any two independent
persons  or  entities  making a market  for the Common  Stock,  such  persons or
entities to be selected by the Board.

     2.17 "Incentive  Agreement"  shall mean the written  agreement  between the
           --------------------
Company and the Participant  relating to Incentive Stock Options,  Non-qualified
Stock Options, stock awards, Restricted Shares and cash awards granted under the
Plan, and shall include an Incentive Stock Option Agreement, Non-qualified Stock
Option Agreement or other form of Agreement which may be approved by the Board.

     2.18 "Incentive Award" shall mean the award of one or more Incentives.
           ---------------

     2.19 "Incentive  Stock  Option"  shall mean an Option  which is intended to
           ------------------------
qualify as an incentive  stock  option  within the meaning of Section 422 of the
Code, or any successor provision thereto.




<PAGE>






     2.20 "Incentives"  shall mean those incentive benefits which may be granted
           ----------
from time to time  under the terms of the Plan  which  include  Incentive  Stock
Options,  Non-qualified Stock Options, stock awards,  Restricted Shares and cash
awards.

     2.21 "Management   Objectives"   means  the   achievement   of  performance
           -----------------------
objectives  established pursuant to this Plan for Participants who have received
grants of Performance  Shares or Performance Units or, when so determined by the
Board or the Committee, Restricted Shares.

     2.22 "Non-qualified  Stock  Option" means an Option that is not intended to
           ----------------------------
qualify as a Tax-Qualified Option.

     2.23 "Option  Price" means the purchase  price payable upon the exercise of
           -------------
an Option.

     2.24 "Option"  means the right to purchase  Common  Shares from the Company
           ------
upon the  exercise of a  Non-qualified  Stock Option or a  Tax-Qualified  Option
granted pursuant to Section 7 of this Plan.

     2.25 "Optioned Stock" shall mean the Common Stock subject to an Option.
           --------------

     2.26 "Option Term" shall have the meaning ascribed to it in Section 7.3.
           -----------

     2.27 "Optionee" shall mean an Employee, Director,  Consultant or Advisor of
           --------
the Company who has been granted one or more Options.

     2.28 "Parent" shall mean a "parent  corporation,"  whether now or hereafter
           ------
existing, as defined in Section 424(e) of the Code.

     2.29 "Participant"  means  a  person  who is  selected  by the  Board  or a
           -----------
Committee  to  receive  benefits  under  this  Plan  and (i) is at that  time an
officer, including without limitation an officer who may also be a member of the
Board,  director,  or other  employee  of, or a  Consultant  or Advisor,  to the
Company, or (ii) has agreed to commence serving in any such capacity.

     2.30 "Performance  Period"  means,  in  respect of a  Performance  Share or
           -------------------
Performance  Unit, a period of time  established  pursuant to Section 10 of this
Plan within which the Management objectives relating thereto are to be achieved.

     2.31 "Performance  Share"  means  a  bookkeeping  entry  that  records  the
           ------------------
equivalent of one Common Share awarded pursuant to Section 10 of this Plan.

     2.32 "Performance  Unit"  means a  bookkeeping  entry  that  records a unit
           -----------------
equivalent to the Board selected monetary unit awarded pursuant to Section 10 of
this Plan.




<PAGE>






     2.33 "Plan" shall mean this Stock  Option and  Incentive  Plan,  as amended
           ----
from time to time in accordance with the terms hereof.

     2.34 "Restricted  Shares" means Common  Shares  granted or sold pursuant to
           ------------------
section 8 of this Plan as to which  neither the  substantial  risk of forfeiture
nor the restrictions on transfer referred to in Section 8.9 hereof has expired.

     2.35 "Rule 16b-3" means Rule 16b-3, as promulgated and amended from time to
           ----------
time by the  Securities and Exchange  Commission  under the Exchange Act, or any
successor rule to the same effect.

     2.36 "Share"  shall  mean a share  of the  Common  Stock,  as  adjusted  in
           -----
accordance with Section 11 of the Plan.

     2.37 "Subsidiary"  shall mean a  "subsidiary  corporation,"  whether now or
           ----------
hereafter existing, as defined in Section 424(f) of the Code.

     2.38 "Tax Date"  shall mean the date an  Optionee  is  required  to pay the
           --------
Company an amount with respect to tax withholding obligations in connection with
the exercise of an option.

     2.39 "Tax-Qualified  Option"  means an Option  that is  intended to qualify
           ---------------------
under  particular  provisions  of the  Code,  including  without  limitation  an
Incentive Stock Option.

     2.40 "Termination  Date" shall have the meaning ascribed thereto in Section
           -----------------
6.

3.   Common Stock Subject to the Plan.
--------------------------------------

     3.1  Subject  to the  provisions  of Section  11 of the Plan,  the  maximum
aggregate  number of shares which may be optioned and sold or otherwise  awarded
under the Plan is Twenty Million  (20,000,000)  Common Shares. Any Common Shares
available for grants and awards at the end of any calendar year shall be carried
over and shall be  available  for grants and awards in the  subsequent  calendar
year. For the purposes of this Section 3:

          (a)  Upon  payment of cash in lieu of  exercise  provided by any award
granted under this Plan, or upon expiration or cancellation of any award granted
under  this  Plan,  any Common  Shares  that were  covered by such award and not
issued shall again be available for issuance hereunder.

          (b)  Common Shares  covered by any award granted under this Plan shall
be deemed to have been issued or  transferred,  and shall cease to be  available
for future issuance or transfer in respect of any other award granted hereunder,
at the earlier of the time when they are actually  issued or  transferred or the
time when dividends or dividend equivalents are paid thereon; provided, however,
that Restricted Shares shall be deemed to have been issued or transferred at the
earlier  of the time when they  cease to be  subject  to a  substantial  risk of
forfeiture or the time when dividends are paid thereon.




<PAGE>






          (c)  Performance  Units that are granted  under this Plan and are paid
in  Common  Shares  but  are not  earned  by the  Participant  at the end of the
Performance Period shall be available for future grants of incentives hereunder.



<PAGE>






4.   Administration of the Plan.
--------------------------------

     4.1  Procedure.
          ----------

          (a)  The Board shall  administer the Plan and is the body  responsible
for the  Plan;  provided,  however,  that the  Board  may  appoint  a  Committee
consisting  solely  of two  (2) or  more  "Non-Employee  Directors"  to  conduct
day-to-day administration of the Plan on behalf of the Board, in accordance with
Rule 16b-3 and subject to the authority of the Board.

          (b)  Once  appointed,  the  Committee  shall  continue  to serve until
otherwise  directed by the Board.  From time to time the Board may  increase the
size of the Committee and appoint  additional  members  thereof,  remove members
(with or without cause),  appoint new members in substitution therefor, and fill
vacancies  however  caused;  provided,  however,  that at no time may any person
serve on the Committee if that person's membership would cause the committee not
to satisfy the requirements of Rule 16b-3.

          (c)  A majority of the Committee  shall  constitute a quorum,  and the
acts of the members of the Committee  who are present at any meeting  thereof at
which a quorum is present,  or acts  unanimously  approved by the members of the
Committee in writing, shall be the acts of the Committee.

          (d)  Any  reference  herein to the  Board  shall,  where  appropriate,
encompass a Committee  appointed to administer the Plan in accordance  with this
Section 4.

     4.2  Power of the Board or the Committee
          -----------------------------------

          (a)  Subject to the  provisions of the Plan,  the Board shall have the
authority,  in its  discretion:  (i) to grant  Options  or  Incentive  Awards to
Participants;  (ii) to  determine,  upon review of relevant  information  and in
accordance  with Section  2.16 of the Plan,  the Fair Market Value of the Common
stock; (iii) to determine the exercise price per share of Options to be granted,
which exercise price shall be determined in accordance  with Section 7.14 of the
Plan;  (iv) to determine the number of Common Shares to be  represented  by each
Option or Incentive  Award;  (v) to determine the  Participants to whom, and the
time or times at which,  Options and Incentive Awards shall be granted;  (vi) to
interpret the Plan; (vii) to prescribe,  amend and rescind rules and regulations
relating  to the Plan;  (viii) to  determine  the terms and  provisions  of each
Option and Incentive  Award granted (which need not be identical)  and, with the
consent of the grantee thereof,  modify or amend such Option or Incentive Award;
(ix) to  accelerate or defer (with the consent of the grantee) the exercise date
of any Option or  Incentive  Award;  (x) to  authorize  any person to execute on
behalf of the Company any  instrument  required  to  effectuate  the grant of an
Option or Incentive  Award  previously  granted by the Board;  (xi) to accept or
reject the election made by a grantee  pursuant to Section 7.5 of the Plan;  and
(xii) to make all other  determinations  deemed  necessary or advisable  for the
administration of the Plan.




<PAGE>






          (b)  The  Board or a  Committee  may  delegate  to an  officer  of the
Company the authority to make decisions pursuant to this Plan,  provided that no
such  delegation  may be made that  would  cause any award or other  transaction
under the Plan to cease to be exempt from Section  16(b) of the Exchange  Act. A
Committee  may  authorize  any one or more of its  members or any officer of the
Company to execute and deliver documents on behalf of the Committee.

     4.3  Effect  of  Board  or   Committee   Decisions.   All   decisions   and
          ----------------------------------------------
determinations  and  the  interpretation  and  construction  by the  Board  or a
Committee  of any  provision  of this  Plan or any  agreement,  notification  or
document  evidencing the grant of Options,  Restricted Shares,  Deferred Shares,
Performance Shares or Performance Units, and any determination by the Board or a
Committee  pursuant  to any  provision  of  this  plan  or any  such  agreement,
notification or document, shall be final, binding and conclusive with respect to
all grantees  and any other  holders of any Option or  Incentive  Award  granted
under the Plan.  No member of the Board or a  Committee  shall be liable for any
such action taken or determination made in good faith.

5.   Eligibility.
-----------------

     Consistent with the Plan's  purposes,  Options and Incentive  Awards may be
granted only to such Directors, Officers, Employees, Consultants and Advisors of
the Company as  determined  by the Board.  Subject to the terms of the Plan,  an
Employee,  Officer,  Director,  Consultant  or Advisor  who has been  granted an
Option or  Incentive  Award  may,  if he is  otherwise  eligible,  be granted an
additional Option or Incentive Award.

6.   Board Approval; Effective Date; Termination Date.
------------------------------------------------------

     The Plan shall take effect on September 3, 2004 (the "Effective Date"). The
Plan shall terminate on September 3, 2014 (the "Termination Date"); accordingly,
no  Incentive  Award  or  Option  under  this  Plan  may be  granted  after  the
Termination Date but the term of an award may extend beyond the Plan Termination
Date.

7.   Stock Options.
-------------------

     The  Board or the  Committee  may from  time to time  authorize  grants  to
Participants of Options to purchase Common Shares upon such terms and conditions
as the Board or the Committee  may  determine in  accordance  with the following
provisions:

     7.1  Options to be Granted; Terms.
          -----------------------------

          (a)  Options granted  pursuant to this Section 7 may be  Non-qualified
Stock Options or Tax-Qualified Options or combinations thereof. The Board or the
Committee shall determine the specific terms of Options.

          (b)  Each grant  shall  specify  the  period or periods of  continuous
employment,  or continuous engagement of the consulting or advisory services, of



<PAGE>






the  Optionee by the Company or any  Subsidiary  that are  necessary  before the
Options or installments thereof shall become exercisable.

          (c)  Any grant of a  Non-qualified  Stock  Option may  provide for the
payment to the Optionee of dividend  equivalent thereon in cash or Common Shares
on a current,  deferred or contingent  basis,  or the Board or the Committee may
provide  that any  dividend  equivalents  shall be  credited  against the Option
Price.

     7.2  Number of Shares  Subject to  Options.  Each grant  shall  specify the
          --------------------------------------
number of Common Shares to which it pertains.  Successive  grants may be made to
the same Optionee  regardless of whether any Options  previously  granted to the
Optionee remain unexercised.

     7.3  Term of Option; Earlier Termination. Subject to the further provisions
          ------------------------------------
of this Section 7, unless otherwise  provided in the Option Agreement,  the term
(the  "Option  Term") of each  Option  shall be five (5) years  from the Date of
Grant.

     7.4  Exercise Price.
          ---------------

          (a)  Each grant shall specify an Option Price per Common Share for the
Common  Share to be issued  pursuant to  exercise  of an Option,  which shall be
determined by the Board or the  Committee.  Unless  otherwise  determined by the
Board an Incentive Stock Option shall be no less than one hundred percent (100%)
of the Fair  Market  Value per share on the Date of Grant,  and in the case of a
Non-qualified  Stock Option shall be no less than seventy-five  percent (75%) of
the Fair Market Value per share on the Date of Grant.

          (b)  With respect to  Incentive  Stock  Options,  the  aggregate  Fair
Market Value  (determined  as of the  respective  Date or Dates of Grant) of the
Common Shares for which one or more options  granted to any Optionee  under this
Plan may for the first time become  exercisable as Incentive Stock Options under
the federal tax laws during any one calendar  year (under all  employee  benefit
plans of the Company) shall not exceed $100,000. To the extent that the Optionee
holds two or more such options  which become  exercisable  for the first time in
the same calendar year, the foregoing  limitation on the  exercisability of such
options as Incentive  Stock Options under the deferral tax laws shall be applied
on the basis of the order in which such options are  granted.  Should the number
of Common Shares for which any Incentive Stock Option first becomes  exercisable
in any calendar year exceed the applicable $100,000 limitation, then that Option
may  nevertheless  be exercised in such  calendar  year for the excess number of
Shares as a Non-qualified Stock Option under the federal tax laws.

     7.5  Payment for  Shares.  The price of an  exercised  Option and any taxes
          --------------------
attributable to the delivery of Common Stock under the Plan, or portion thereof,
shall be paid as follows:

          (a)  Each grant shall specify the form of  consideration to be paid in
satisfaction   of  the   Option   Price  and  the  manner  of  payment  of  such
consideration,  which may include (i) cash in the form of United States currency



<PAGE>






or  check  or  other  cash   equivalent   acceptable   to  the   Company,   (ii)
nonforfeitable,  unrestricted  or restricted  Common  Shares,  which are already
owned by the Optionee and have a market referenced value at the time of exercise
that is equal to the Option Price, (iii) any other legal  consideration that the
Board or the Committee may deem appropriate,  including  without  limitation any
form of consideration authorized pursuant to this Section 7 on such basis as the
Board or the Committee may determine in accordance  with this Plan, and (iv) any
combination  of the foregoing.  The Board (or Committee) in its sole  discretion
may permit a so-called "cashless exercise" (net exercise) of the Options.

     In the event of a cashless  exercise of the Option the Company  shall issue
the Option holder the number of Shares determined as follows:

     X = Y (A-B)/A

where:

     X = the number of Shares to be issued to the Optionholder.

     Y = the  number  of  Shares  with  respect  to which  the  Option  is being
         exercised.

     A = the average of the closing sale prices of the Common Stock for the five
     (5) Trading  Days  immediately  prior to  (but  not including) the Date  of
      Exercise.

     B = the Exercise Price.

          (b)  Any  grant of a  Non-qualified  Stock  Option  may  provide  that
payment of the Option  Price may also be made in whole or in part in the form of
Restricted  Shares  or  other  Common  Shares  that are not  subject  to risk of
forfeiture or  restrictions  on transfer in the manner  determined by the Board.
Unless  otherwise  determined by the Board or the Committee on or after the Date
of Grant,  whenever any Option Price is paid in whole or in part by means of any
of the forms of  consideration  specified  in this  Section  7.5(b),  the Common
Shares  received by the Optionee  upon the exercise of the  Non-qualified  Stock
Option shall be subject to the same risks of forfeiture as those that applied to
the  consideration  surrendered by the Optionee;  provided,  however,  that such
risks of  forfeiture  shall  apply  only to the same  number  of  Common  Shares
received by the Optionee as applied to the forfeitable Common Shares surrendered
by the Optionee.

          (c)  Any grant may allow for  deferred  payment  of the  Option  Price
through a sale and  remittance  procedure by which a  Participant  shall provide
concurrent   irrevocable  written   instructions  to  (i)  a  Company-designated
brokerage firm to effect the immediate  sale of the purchased  Common Shares and
remit to the company, out of the sale proceeds available on the settlement date,
sufficient  funds to cover the aggregate  Option Price payable for the purchased
Common Share, and (ii) the Company to deliver the certificates for the purchased
Common Shares directly to such brokerage firm to complete the sale transaction.




<PAGE>






          (d)  The Board or Committee  shall  determine  acceptable  methods for
tendering Common Stock as payment upon exercise of an Option and may impose such
limitations and prohibitions on the use of Common Stock to exercise an Option as
it deems appropriate.

     7.6  Rights as a  Stockholder.  Until the  issuance  (as  evidenced  by the
          -------------------------
appropriate  entry on the books of the Company or of a duly authorized  transfer
agent of the Company) of the stock certificate evidencing such Common Shares, no
right to vote or receive  dividends or any other rights as a  stockholder  shall
exist with respect to the Optioned  Stock,  notwithstanding  the exercise of the
Option.  No  adjustment  will be made for a dividend  or the right for which the
record  date is prior to the date the stock  certificate  is  issued,  except as
provided in Section 11 of the Plan.

     7.7  Loans or Installment Payments; Bonuses.
          ---------------------------------------

          (a)  The Board or the  Committee  may, in its  discretion,  assist any
Participant in the exercise of one or more awards under the plan,  including the
satisfaction of any federal,  state, local and foreign income and employment tax
obligations  arising therefrom,  by (i) authorizing the extension of a loan from
the Company to such  Participant;  or (ii) permitting the participant to pay the
exercise price or purchase price for the purchased  shares in  installments;  or
(iii) a guaranty by the Company of a loan  obtained by the Optionee from a third
party;  or  (iv)  granting  a  cash  bonus  to the  Participant  to  enable  the
Participant to pay federal,  state,  local and foreign income and employment tax
obligations arising from an award.

          (b)  Any loan or installment method of payment (including the interest
rate  and  terms of  repayment)  shall be upon  such  terms as the  Board or the
Committee  specifies in the applicable  Incentive  Agreement or otherwise  deems
appropriate  under  the  circumstances.  Loans or  installment  payments  may be
authorized with or without security or collateral.  However,  the maximum credit
available to the  Participant  may not exceed the exercise or purchase  price of
the acquired shares (less the par value of such shares) plus any federal,  state
and local income and  employment  tax liability  incurred by the  Participant in
connection with the acquisition of such shares. The amount of any bonus shall be
determined  by the  Board or the  Committee  in its sole  discretion  under  the
circumstances.

          (c)  The  Board or the  Committee  may,  in its  absolute  discretion,
determine  that one or more  loans  extended  under  this  financial  assistance
program  may be subject to  forgiveness  by the Company in whole or in part upon
such terms and  conditions as the Board or the  Committee may deem  appropriate;
provided,  however,  that the  Board or the  Committee  shall not  forgive  that
portion of any loan owed to cover the par value of the Common Shares.

     7.8  Exercise of Option.
          -------------------

          (a)  Procedure for Exercise.
               -----------------------




<PAGE>






               (i)  Any Option  granted  hereunder  shall be exercisable at such
times  and  under  such  conditions  as  determined  by  the  Board,   including
performance  criteria with respect to the Company  and/or the  Optionee,  and as
shall be permissible under the terms of the Plan. Unless otherwise determined by
the Board at the time of grant,  an Option may be exercised in whole or in part.
An Option may not be exercised for a fraction of a share.

               (ii) An  Option  shall be  deemed to be  exercised  when  written
notice of such  exercise  has been given to the Company in  accordance  with the
terms of the  Option by the  person  entitled  to  exercise  the Option and full
payment for the Common  Shares with respect to which the Option is exercised has
been  received by the Company.  Full payment  may, as  authorized  by the Board,
consist of any  consideration  and method of payment allowable under Section 7.5
of the Plan.

               (iii)  Exercise of an Option  in any  manner  shall  result  in a
decrease in the number of Shares which  thereafter  may be  available,  both for
purposes  of the Plan and for sale  under the  Option,  by the  number of Common
Shares as to which the Option is exercised.

          (b)  Termination of Status as an Employee.  Unless otherwise  provided
               -------------------------------------
in an  Incentive  Agreement,  if an  Employee's  employment  by the  Company  is
terminated,  except if such termination is voluntary or occurs due to retirement
with the consent of the Board or due to death or disability, then the Option, to
the extent not  exercised,  shall  terminate on the date on which the Employee's
employment  by the  Company  is  terminated.  If an  Employee's  termination  is
voluntary or occurs due to  retirement  with the consent of the Board,  then the
Employee  may after  the date such  Employee  ceases  to be an  employee  of the
Company,  exercise his Option at any time within three (3) months after the date
he ceases to be an Employee of the  Company,  but only to the extent that he was
entitled to exercise it on the date of such  termination.  To the extent that he
was not entitled to exercise the Option at the date of such  termination,  or if
he does not exercise such Option (which he was entitled to exercise)  within the
time specified herein, the Option shall terminate. In no event may the period of
exercise  in the case of  Incentive  Stock  Options  extend  more than three (3)
months beyond termination of employment.

          (c)  Disability. Unless otherwise provided in the Incentive Agreement,
               -----------
notwithstanding the provisions of Section 7.8(b) above, in the event an Employee
is  unable  to  continue  his  employment  with the  Company  as a result of his
permanent and total  disability (as defined in Section 22(e)(3) of the Code), he
may  exercise  his Option at any time  within  six (6)  months  from the date of
termination,  but only to the extent he was  entitled to exercise it at the date
of such  termination.  To the extent that he was not  entitled  to exercise  the
Option at the date of termination, or if he does not exercise such Option (which
he was entitled to exercise) within the time specified herein,  the Option shall
terminate.  In no event may the period of exercise  in the case of an  Incentive
Stock  Option  extend more than six (6) months  beyond the date the  Employee is
unable to continue employment due to such disability.

          (d)  Death. Unless otherwise provided in the Incentive  Agreement,  if
               ------
an  Optionee  dies during the term of the Option and is at the time of his death



<PAGE>






an Employee who shall have been in  continuous  status as an Employee  since the
date of Grant of the Option,  the Option may be exercised at any time within six
(6) months  following the date of death by the Optionee's  estate or by a person
who  acquired the right to exercise  the Option by bequest or  inheritance,  but
only to the extent that an Optionee  was  entitled to exercise the Option on the
date of death, or if the Optionee's  estate, or person who acquired the right to
exercise the Option by bequest or  inheritance,  does not  exercise  such Option
(which he was entitled to exercise) within the time specified herein, the Option
shall  terminate.  In no event  may the  period  of  exercise  in the case of an
Incentive  Stock Option  extend more than six (6) months  beyond the date of the
Employee's death.

     7.9  Option Reissuance. The Board or the Committee shall have the authority
          ------------------
to effect,  at any time and from time to time,  with the consent of the affected
Participant,  the  cancellation  of any or all  outstanding  Options  under this
Section 7 and grant in substitution new Options under the Plan covering the same
or a different  number of Common Shares but with an exercise price not less than
(i) 75% of the Fair Market Value per share on the new Date of Grant or (ii) 100%
of the Fair Market Value per share in the case of Incentive Stock Options.

     7.10 Incentive  Stock  Options - Disposition  of Shares.  In the case of an
          ---------------------------------------------------
Incentive  Stock Option,  a Participant  who disposes of Common Shares  acquired
upon exercise of such Incentive  Stock Option by sale or exchange (i) within two
(2) years  after the Date of Grant of the  Option,  or (ii)  within one (1) year
after the exercise of the Option,  shall notify the Company of such  disposition
and the amount realized upon such disposition.

     7.11 Incentive  Agreement.  Each grant shall be evidenced by an  agreement,
          ---------------------
which shall be  executed  on behalf of the  Company by any  officer  thereof and
delivered  to and  accepted by the  Optionee  and shall  contain  such terms and
provisions  as the Board or the Committee  may  determine  consistent  with this
Plan.

8.   Restricted Shares.
-----------------------

     Restricted  Shares are shares of Common Stock which are sold or transferred
by the Company to a Participant  at a price which may be below their Fair Market
Value,  or for no payment,  but subject to  restrictions  on their sale or other
transfer by the Participant.  The transfer of Restricted Shares and the transfer
and sale of  Restricted  Shares  shall be  subject  to the  following  terms and
conditions:

     8.1  Number of Shares. The number of Restricted Shares to be transferred or
          -----------------
sold by the  Company  to a  Participant  shall  be  determined  by the  Board or
Committee, if any.

     8.2  Sale Price.  The Board shall  determine  the prices,  if any, at which
          -----------
Restricted Shares shall be sold to Participant, which may vary from time to time
and among  Participants,  and which may be below the Fair  Market  Value of such
shares of Common Stock on the date of sale.




<PAGE>






     8.3  Restrictions.  All  Restricted  Shares  transferred  or sold hereunder
          -------------
shall be subject to such  restrictions  as the Board may  determine,  including,
without limitation, any or all of the following:

          (a)  a  prohibition  against  the  sale,  transfer,  pledge  or  other
encumbrance of the Restricted Shares,  such prohibition to lapse at such time or
times as the Board or the Committee shall  determine  (whether in annual or more
frequent installments, at the time of the death, disability or retirement of the
holder of such Restricted Shares, or otherwise);

          (b)  a  requirement  that the holder of Restricted  Shares  forfeit or
resell back to the Company, at his cost, all or a part of such Restricted Shares
in the event of termination  of his  employment  during any period in which such
Restricted Shares are subject to restrictions; and

          (c)  a prohibition against employment of the holder of such Restricted
Shares by any  competitor  of the Company or a  subsidiary  of the  Company,  or
against such holder's  dissemination  of any secret or confidential  information
belonging to the Company or a subsidiary of the Company.

     8.4  Escrow.  In order to  enforce  the  restrictions  imposed by the Board
          -------
pursuant to Section 8.3 above, the Participant receiving Restricted Shares shall
enter into an agreement  with the Company  setting  forth the  conditions of the
grant.  Restricted Shares shall be registered in the name of the Participant and
deposited, together with a stock power endorsed in blank, with the Company.

     8.5  End of  Restrictions.  Subject to Section  8.3, at the end of any time
          ---------------------
period  during  which the  Restricted  Shares  are  subject  to  forfeiture  and
restrictions on transfer, such Restricted Shares will be delivered,  free of all
restrictions,  to the Participant or to the Participant's legal  representative,
beneficiary or heir.

     8.6  Stockholder.  Subject to the terms and  conditions  of the Plan,  each
          ------------
Participant  receiving  Restricted  Shares  shall  have  all  the  rights  of  a
stockholder  with  respect to such shares of stock  during any period which such
shares are  subject to  forfeiture  and  restrictions  on  transfer,  including,
without  limitation,  the right to vote such shares.  Dividends  paid in cash or
property other than Common Stock with respect to the Restricted  Shares shall be
paid to the Participant currently.

     8.7  Ownership of Restricted Shares. Each grant or sale shall constitute an
          -------------------------------
immediate  transfer of the ownership of the Restricted Shares to the Participant
in consideration  of the performance of services,  entitling such Participant to
dividend, voting and other ownership rights, subject to the "substantial risk of
forfeiture" and restrictions on transfer referred to hereinafter.




<PAGE>






     8.8  Additional  Consideration.  Each  grant  or sale  may be made  without
          --------------------------
additional  consideration  from the Participant or in consideration of a payment
by the Participant that is less than the Fair Market Value per share on the Date
of Grant.

     8.9  Substantial Risk of Forfeiture.
          -------------------------------

          (a)  Each  grant or sale  shall  provide  that the  Restricted  Shares
covered  thereby shall be subject to a "substantial  risk of forfeiture"  within
the meaning of Section 83 of the Code for a period to be determined by the Board
or the Committee on the Date of Grant.

          (b)  Each  grant or sale  shall  provide  that,  during the period for
which substantial risk of forfeiture is to continue,  the transferability of the
Restricted  Shares shall be  prohibited  or  restricted in the manner and to the
extent  prescribed  by the Board or the  Committee  on the Date or  Grant.  Such
restrictions  may  include  without  limitation  rights of  repurchase  or first
refusal in the  Company or  provisions  subjecting  the  Restricted  Shares to a
continuing substantial risk of forfeiture in the hands of any transferee.

     8.10 Dividends.  Any grant or sale may require that any or all dividends or
          ----------
other  distributions  paid on the  Restricted  Shares  during the period of such
restrictions  be  automatically  sequestered  and  reinvested on an immediate or
deferred  basis in additional  Common  Shares,  which may be subject to the same
restrictions as the underlying award or such other  restrictions as the Board of
the Committee may determine.

     8.11 Additional Grants.  Successive grants or sales may be made to the same
          ------------------
Participant  regardless of whether any Restricted Shares  previously  granted or
sold to a Participant remain restricted.

9.   Deferred Shares.
---------------------

     The Board or the Committee may authorize grants or sales of Deferred Shares
to Participants upon such terms and conditions as the Board or the Committee may
determine in accordance with the following provisions:

     9.1  Performance  Conditions.  Each  grant  or sale  shall  constitute  the
          ------------------------
agreement by the Company to issue or transfer  Common Shares to the  Participant
in the future in  consideration  of the performance of services,  subject to the
fulfillment  during the Deferral  Period of such  conditions as the Board or the
Committee may specify.

     9.2  Additional  Consideration.  Each  grant  or sale  may be made  without
          --------------------------
additional  consideration  from the Participant or in consideration of a payment
by the  participant  that is less than the Fair  Market  Value per shares on the
Date of Grant.

     9.3  Deferral  Period.  Each grant or sale shall  provide that the Deferred
          -----------------
Shares  covered  thereby shall be subject to a Deferral  Period,  which shall be
fixed by the Board or the Committee on the Date of Grant.




<PAGE>






     9.4  Ownership of Shares. During the Deferral Period, the Participant shall
          --------------------
not have any right to transfer  any rights  under the subject  award,  shall not
have any rights of ownership in the Deferred Shares and shall not have any right
to vote the Deferred Shares,  but the Board or the Committee may on or after the
Date of Grant  authorize  the payment of dividend  equivalents  on the  Deferred
Shares in cash or additional Common Shares on a current,  deferred or contingent
basis.

     9.5  Additional Grants.  Successive grants or sales may be made to the same
          ------------------
Participant regardless of whether any Deferred Shares previously granted or sold
to a Participant have vested.

     9.6  Agreement.  Each grant or sale  shall be  evidenced  by an  agreement,
          ----------
which shall be  executed  on behalf of the  Company by any  officer  thereof and
delivered to and accepted by the  Participant  and shall  contain such terms and
provisions  as the Board or the Committee  may  determine  consistent  with this
Plan.

10.  Performance Shares and Performance Units.
----------------------------------------------

     The Board or the Committee may authorize  grants of Performance  Shares and
Performance  Units,  which  shall  become  payable to the  Participant  upon the
achievement of specified Management  Objectives,  upon such terms and conditions
as the Board or the Committee  may  determine in  accordance  with the following
provisions:

     10.1 Number.  Each grant shall specify the number of Performance  Shares or
          -------
Performance  Units to which it pertains,  which may be subject to  adjustment to
reflect changes in compensation or other factors.

     10.2 Performance  Period.  The  Performance  Period  with  respect  to each
          --------------------
Performance  Share or  Performance  Unit shall be determined by the Board or the
Committee on the Date of Grant.

     10.3 Management Objectives.
          ----------------------

          (a)  Each grant shall specify the Management Objectives that are to be
achieved by the  Participant,  which may be described  in terms of  Company-wide
objectives or objectives  that are related to the  performance of the individual
Participant  or the  Subsidiary,  division,  department  or function  within the
Company or  Subsidiary in which the  Participant  is employed or with respect to
which the participant provides consulting services.

          (b)  Each grant shall specify in respect of the  specified  Management
Objectives a minimum acceptable level of achievement below which no payment will
be made and shall set forth a formula for  determining the amount of any payment
to be made if performance is at or above the minimum  acceptable level but falls
short of full achievement of the specified Management Objectives.




<PAGE>






          (c)  The Board or the Committee may adjust  Management  Objectives and
the related minimum  acceptable level of achievement if, in the sole judgment of
the Board or the Committee,  events or transactions have occurred after the Date
of Grant that are unrelated to the  performance of the Participant and result in
distortion of the Management  Objectives or the related minimum acceptable level
of achievement.

     10.4 Payment.
          --------

          (a)  Each  grant  shall  specify  the time and  manner of  payment  of
Performance  Shares or  Performance  Units that shall have been earned,  and any
grant may  specify  that any such  amount  may be paid by the  Company  in cash,
Common Shares or any combination thereof and may either grant to the Participant
or  reserve  to the  Board or the  Committee  the  right to  elect  among  those
alternatives.

          (b)  Any grant of  Performance  Shares  may  specify  that the  amount
payable with respect thereto may not exceed a maximum  specified by the Board or
the Committee on the Date of Grant.  Any grant of Performance  Units may specify
that the amount  payable,  on the number of Common Shares  issued,  with respect
thereto may not exceed maximums  specified by the Board or the Committee  Shares
on the Date of Grant.

     10.5 Dividends.  On or after the Date of Grant of Performance  Shares,  the
          ----------
Board or the  Committee  may  provide  for the  payment  to the  Participant  of
dividend  equivalents  thereon in cash or additional Common Shares on a current,
deferred or contingent basis.

     10.6 Additional  Grants.   Successive  grants  may  be  made  to  the  same
          -------------------
Participant  regardless of whether any Performance  Shares or Performance  Units
granted to any Participant have vested.

     10.7 Agreement. Each grant shall be evidenced by an agreement,  which shall
          ----------
be executed on behalf of the Company by any officer thereof and delivered to and
accepted by the  Participant  and shall contain such terms and provisions as the
Board or the Committee may determine consistent with this Plan.

11.  Adjustments Upon Changes in Capitalization or Merger.
----------------------------------------------------------

     Subject to any required  action by the  stockholders  of the  Company,  the
number of shares of Common Stock covered by each outstanding Option or Incentive
Award,  and the number of shares of Common Stock which have been  authorized for
issuance under the Plan but as to which no Options nor Incentive Awards have yet
been  granted  or which  have been  returned  to the Plan upon  cancellation  or
expiration  of an Option or Incentive  Award,  as well as the price per share of
Common Stock covered by each such outstanding  Option or Incentive Award,  shall
be proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a stock split,  reverse stock split, stock
dividend,  combination  or  reclassification  of the Common Stock,  or any other



<PAGE>






increase  or decrease in the number of issued  shares of Common  Stock  effected
without  receipt  of  consideration  by the  Company;  provided,  however,  that
conversion of any  convertible  securities of the Company shall not be deemed to
have been "effected without receipt of consideration."  Such adjustment shall be
made by the Board, whose  determination in that respect shall be final,  binding
and conclusive.  Except as expressly provided herein, no issuance by the Company
of shares of stock of any class, or securities  convertible into shares of stock
of any class, shall affect,  and no adjustment by reason thereof,  shall be made
with  respect  to the  number or price of shares of Common  Stock  subject to an
Option or Incentive Award.

     In the event of the proposed dissolution or liquidation of the Company, all
Options  and  Incentive   Awards  will  terminate   immediately   prior  to  the
consummation of such proposed action unless otherwise provided by the Board. The
Board may, in the exercise of its sole  discretion  in such  instances,  declare
that any Option or  Incentive  Award shall  terminate  as of a date fixed by the
Board and give each holder the right to exercise of its sole  discretion in such
instances,  declare that any Option or Incentive  Award shall  terminate as of a
date fixed by the Board and give each holder the right to exercise his Option or
Incentive Award as to all or any part thereof,  including Shares as to which the
Option or Incentive Award would not otherwise be exercisable.  In the event of a
proposed sale of all or substantially  all of the assets of the Company,  or the
merger of the Company with or into another corporation,  the Option or Incentive
Award  shall be assumed or an  equivalent  Option or  Incentive  Award  shall be
substituted  by such  successor  corporation  or a parent or  subsidiary of such
successor corporation,  unless the Board determines, in the exercise of its sole
discretion and in lieu of such assumption or substitution, that the holder shall
have the  right to  exercise  the  Option  or  Incentive  Award as to all of the
Shares,  including  Shares as to which the Option or  Incentive  Award would not
otherwise  be  exercisable.  If the Board  makes an Option  or  Incentive  Award
exercisable  in lieu of assumption or  substitution  in the event of a merger or
sale of assets,  the Board shall  notify the holder that the Option or Incentive
Award shall be fully  exercisable  for a period of sixty (60) days from the date
of such notice (but not later than the  expiration  of the term of the Option or
Incentive  Award),  and the Option or Incentive  Award will  terminate  upon the
expiration of such period.

12.  Transferability.
---------------------

     Except to the extent otherwise expressly provided in an award, the right to
acquire  Common  Shares  or other  assets  under  the Plan may not be  assigned,
encumbered  or  otherwise  transferred  by a  Participant  and any  attempt by a
Participant to do so will be null and void.  However Option or Incentive  Awards
granted under this Plan may be  transferred by a Participant by will or the laws
of descent and distribution or pursuant to a qualified  domestic relations order
as defined by the Code or Title I of the  Employee  Retirement  Income  Security
Act, as amended, or the rules thereunder. Unless assigned in accordance with the
terms of an award,  options and other awards  granted under this Plan may not be
exercised  during a Participant's  lifetime except by the Participant or, in the
event  of  the  Participant's  legal  incapacity,   by  his  guardian  or  legal
representative acting in a fiduciary capacity on behalf of the Participant under
state law and court supervision.




<PAGE>






13.  Time of Granting Incentives.
---------------------------------

         The Date of Grant of an Option or Incentive Award shall, for all
purposes, be the date on which the Board or Committee makes the determination
granting such Option or Incentive Award. Notice of the determination shall be
given to each Participant to whom an Option or Incentive Award is so granted
within a reasonable time after the date of such grant.

14.  Amendment and Termination of the Plan.
-------------------------------------------

     14.1 The Board may  amend or  terminate  the Plan from time to time in such
respects as the Board may deem advisable;  provided, however, that the following
revisions or amendments  shall require  approval of the holders of a majority of
the outstanding  Shares of the Company  entitled to vote thereon,  to the extent
required by law, rule or regulation:

          (a)  Any increase in the number of Shares  subject to the Plan,  other
than in connection with an adjustment under Section 11 of the Plan;

          (b)  Any change in the  designation  of the persons  eligible  (or any
change  in the  class of  Employees  eligible,  in the case of  Incentive  Stock
Options) to be granted Options or Incentive Awards involving Shares; or

          (c)  If the Company has a class of equity  security  registered  under
Section 12 of the Exchange Act at the time of such  revision or  amendment,  any
material increase in the benefits accruing to participants under the Plan.

     14.2 Notwithstanding the foregoing, stockholder approval under this Section
14  shall  only be  required  at such  time as (A)  any  rules  of the  National
Association of Securities  Dealers' Automated Quotation  System-National  Market
System shall require stockholder  approval of a plan or arrangement  pursuant to
which  Common  Stock may be acquired by officers or  directors  of the  Company,
and/or (B) any rule or regulation  promulgated  by the  Securities  and Exchange
Commission, or (C) if Section 422 of the Code shall require shareholder approval
of an amendment to the Plan.

     14.3 Any such amendment or termination of the Plan shall not affect Options
already  granted and such  Options  shall  remain in full force and effect as if
this Plan had not been amended or terminated,  unless mutually agreed  otherwise
between  the  Optionee  and the Board,  which  agreement  must be in writing and
signed by the Optionee and the Company.

     14.4 Notwithstanding  the  foregoing,  this Plan shall  terminate  upon the
earlier of (i) the  Termination  Date or such  earlier  date as the Board  shall
determine,  or (ii) the date on which all awards  available  for issuance in the
last year of the Plan shall have been issued or canceled.  Upon  termination  of
the Plan, no further awards may be granted,  but all grants  outstanding on such
date shall  thereafter  continue to have force and effect in accordance with the
provisions of the agreements evidencing such grants.




<PAGE>






15.  Withholding Taxes.
-----------------------

     The Company is  authorized  to  withhold  income  taxes as  required  under
applicable  laws or  regulations.  To the extent that the Company is required to
withhold federal,  state,  local or foreign taxes in connection with any payment
made or benefit  realized by a Participant  or other person under this Plan, and
the amounts  available to the Company for the withholding are  insufficient,  it
shall be a condition  to the receipt of any such payment or the  realization  of
any such benefit  that the  Participant  or such other person make  arrangements
satisfactory  to the Company for payment of the balance of any taxes required to
be  withheld.  At  the  discretion  of the  Board  or the  Committee,  any  such
arrangements may without limitation  include  relinquishment of a portion of any
such  payment or benefit or the  surrender of  outstanding  Common  Shares.  The
Company  and  any  Participant  or such  other  person  may  also  make  similar
arrangements  with  respect to the  payment  of any taxes with  respect to which
withholding is not required.

16.  Corporate Transaction or Change of Control.
------------------------------------------------

     The Board or the Committee  shall have the right in its sole  discretion to
include with respect to any award granted to a Participant  hereunder provisions
accelerating  the benefits of the award in the event of a Corporate  Transaction
or Change of Control,  which  acceleration  rights may be granted in  connection
with an award pursuant to the agreement evidencing the same or at any time after
an award has been granted to a Participant.



<PAGE>






17.  Miscellaneous Provisions.
------------------------------

     17.1 Plan Expense.  Any expenses of administering  this Plan shall be borne
          -------------
by the Company.

     17.2 Construction of Plan. The place of administration of the Plan shall be
          ---------------------
in  the  State  of  Nevada,  and  the  validity,  construction,  interpretation,
administration  and  effect of the Plan and of its rules  and  regulations,  and
rights relating to the Plan,  shall be determined in accordance with the laws of
the State of Nevada  without  regard to conflict of law  principles  and,  where
applicable, in accordance with the Code.

     17.3 Other Compensation. The Board or the Committee may condition the grant
          -------------------
of any  award  or  combination  of  awards  authorized  under  this  Plan on the
surrender or deferral by the  Participant  of his or her right to receive a cash
bonus or other compensation  otherwise payable by the Company or a Subsidiary to
the Participant.

     17.4 Continuation  of  Employment  or Services.  This Plan shall not confer
          ------------------------------------------
upon any  Participant  any right with respect to  continuance  of  employment or
other service with the Company or any  Subsidiary and shall not interfere in any
way with any right that the Company or any  Subsidiary  would  otherwise have to
terminate any  Participant's  employment  or other service at any time.  Nothing
contained in the Plan shall prevent the Company or any Subsidiary  from adopting
other or additional compensation arrangements for its employees.

     17.5 Tax-Qualified  Options.  To the extent that any provision of this Plan
          -----------------------
would prevent any Option that was intended to qualify as a Tax-Qualified  Option
from so qualifying,  any such  provision  shall be null and void with respect to
any such Option;  provided,  however,  that any such  provision  shall remain in
effect with respect to other  Options,  and there shall be no further  effect on
any provision of this Plan.

     17.6 Certain  Terminations of Employment or Consulting  Services,  Hardship
          ----------------------------------------------------------------------
and Approved Leaves of Absence. Notwithstanding any other provision of this Plan
-------------------------------
to the  contrary,  in the  event of  termination  of  employment  or  consulting
services by reason of death,  disability,  normal  retirement,  early retirement
with the  consent  of the  Company,  termination  of  employment  or  consulting
services to enter public or military  service with the consent of the Company or
leave of absence  approved by the Company,  or in the event of hardship or other
special  circumstances,  of a  Participant  who  holds  an  Option  that  is not
immediately  and  fully  exercisable,  any  Restricted  Shares  as to which  the
substantial risk of forfeiture or the prohibition or restriction on transfer has
not lapsed, any Performance Shares or Performance Units that have not been fully
earned,  or any  Common  Shares  that are  subject to any  transfer  restriction
pursuant  to Section 8 of this  Plan,  the Board or the  Committee  may take any
action  that it deems to be  equitable  under the  circumstances  or in the best
interest of the Company,  including without  limitation waiving or modifying any
limitation or requirement with respect to any award under this Plan.




<PAGE>






     17.7 Binding Effect.  The provisions of the Plan shall inure to the benefit
          ---------------
of, and be binding  upon,  the Company and its  successors  or assigns,  and the
Participants,  their legal  representatives,  their heirs or legacees  and their
permitted assignees.

     17.8 Exchange Act Compliance. With respect to persons subject to Section 16
          ------------------------
of the Exchange  Act,  transactions  under this Plan are intended to comply with
all  applicable  conditions of Rule 16b-3 or its  successors  under the Exchange
Act.  To the  extent  any  provisions  of the Plan or action by the Board or the
Committee fails to so comply,  they shall be deemed null and void, to the extent
permitted by law and deemed advisable by the Board or the Committee.

     17.9 Conditions upon Issuance of Shares.
          -----------------------------------

          (a)  Shares shall not be issued  pursuant to the exercise of an Option
or Incentive Award unless the exercise of such Option or Incentive Award and the
issuance  and  delivery of such Shares  pursuant  thereto  shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933,  as amended,  the  Exchange  Act,  the rules and  regulations  promulgated
thereunder, and the requirements of any stock exchange upon which the Shares may
then be listed,  and shall be further subject to the approval of counsel for the
Company with respect to such compliance.

          (b)  As a condition to the  exercise of an Option or Incentive  Award,
the Company may require the person  exercising such Option or Incentive Award to
represent and warrant at the time of any such exercise that the Shares are being
purchased  or otherwise  acquired  only for  investment  and without any present
intention  to sell or  distribute  such Shares if, in the opinion of counsel for
the Company  such a  representation  is  required  by any of the  aforementioned
relevant provisions of law.

          (c)  Inability of the Company to obtain  authority from any regulatory
body having jurisdiction,  which authority is deemed by the Company's counsel to
be  necessary  to the lawful  issuance  and sale of any Share  hereunder,  shall
relieve the Company of any  liability in respect of the failure to issue or sell
such Shares as to which such requisite authority shall not have been obtained.

     17.10 Fractional  Shares.  The Company  shall not be  required to issue any
           -------------------
fractional  Common Shares  pursuant to this Plan. The Board or the Committee may
provide for the elimination of fractions or for the settlement thereof in cash.

     17.11 Reservation of Shares. The Company will at all times reserve and keep
           ----------------------
available  such  number  of  Shares  as  shall  be  sufficient  to  satisfy  the
requirements of the Plan.

     17.12 Indemnification. In addition to such other rights of  indemnification
           ----------------
as they may have as members of the  Board,  the  members of the Board and of the
Committee  shall be  indemnified  by the Company  against all costs and expenses
reasonably incurred by them in connection with any action, suit or proceeding to
which they or any of them may be party by reason of any action  taken or failure
to act under or in  connection  with the Plan or any Option or Incentive  Award,




<PAGE>






and  against all  amounts  paid by them in  settlement  thereof  (provided  such
settlement is approved by independent  legal counsel selected by the Company) or
paid  by  them  in  satisfaction  of a  judgment  in any  such  action,  suit or
proceeding,  except a judgment based upon a finding of bad faith;  provided that
upon the  institution  of any such action,  suit or proceeding a Board member or
Committee  member  shall,  in writing,  give the Company  notice  thereof and an
opportunity, at its own expense, to handle and defend the same before such Board
member or Committee member undertakes to handle and defend it on his own behalf.

     17.13 Gender. For purposes of this Plan, words used in the masculine gender
           -------
shall include the feminine and neuter, and the singular shall include the plural
and vice versa, as appropriate.

     17.14 Use of Proceeds.  Any cash  proceeds received by the Company from the
           ----------------
sale of  Common  Shares  under  the Plan  shall be used  for  general  corporate
purposes.

     17.15 Regulatory Approvals.
           ---------------------

          (a)  The  implementation of the Plan, the granting of any awards under
the Plan and the issuance of any Common Shares shall be subject to the Company's
procurement  of all  approvals and permits  required by  regulatory  authorities
having  jurisdiction  over the Plan,  the awards granted under it and the Common
Shares issued pursuant to it.

          (b)  No Common  Shares or other  assets  shall be issued or  delivered
under this Plan  unless and until  there  shall  have been  compliance  with all
applicable  requirements  of federal and state  securities  laws,  including the
filing and  effectiveness of the Form S-8 registration  statement for the Common
Shares issuable under the Plan, and all applicable  listing  requirements of any
securities exchange on which the Common Shares are then listed for trading.

     17.16 Other Tax Matters. Reference herein to the Code and any described tax
           ------------------
consequences  related  to the  Plan or the  granting  or  exercise  of an  award
hereunder  pertain only to those persons  (including the Company) subject to the
tax laws of the United  States of America or any state or territory  thereof and
include all amendments to the Code enacted hereafter.