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                                                                    Exhibit 10.2

                                  FORTIS, INC.
                                STOCK OPTION PLAN
                                  ADOPTED 1998
                         (AS AMENDED SEPTEMBER 14, 1999)

                                   ARTICLE 1
                                    PURPOSE

         1.1. GENERAL. The purpose of the Fortis, Inc. 1998 Stock Option Plan
(the "Plan") is to promote the success, and enhance the value, of Fortis, Inc.
(the "Company"), by linking the personal interests of its and its Subsidiaries'
employees, officers and directors to those of Company's direct and indirect
shareholders and by providing such persons with an incentive for outstanding
performance. The Plan is further intended to provide flexibility to the Company
in its ability to motivate, attract and retain the services of persons upon
whose judgment, interest and special effort the successful conduct of the
Company's operation is largely dependent. Accordingly, the Plan permits the
grant of incentive awards from time to time to selected employees, and directors
of the Company and its Subsidiaries.

                                   ARTICLE 2
                                 EFFECTIVE DATE

         2.1. EFFECTIVE DATE. The Plan shall be effective as of the date upon
which it shall be approved by the Board (the "Effective Date"). No Incentive
Stock Options granted under the Plan may be exercised prior to approval of the
Plan by the shareholders and, if the shareholders fail to approve the Plan
within 12 months of the Board's approval thereof, any Incentive Stock Options
previously granted hereunder shall be automatically converted to Non-Qualified
Stock Options without any further act.

                                   ARTICLE 3
                                   DEFINITIONS

         3.1. DEFINITIONS. When a word or phrase appears in this Plan with the
initial letter capitalized, and the word or phrase does not commence a sentence,
the word or phrase shall generally be given the meaning ascribed to it in this
Section or in Section 1.1 or 2.1 unless a clearly different meaning is required
by the context. The following words and phrases shall have the following
meanings:

                  (a) "Board" means the Board of Directors of the Company.

                  (b) "Change in Control of Company" means and includes each of
         the following:

                           (1)      The acquisition by any individual, entity or
                                    group (within the meaning of Section
                                    13(d)(3) or 14(d)(2) of the Securities
                                    Exchange Act of 1934, as amended (the
                                    "Exchange Act")) (a "Person") of beneficial
                                    ownership (within the meaning of Rule 13d-3
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                                    promulgated under the Exchange Act) of 50%
                                    or more of the combined voting power of the
                                    then outstanding voting securities of the
                                    Company entitled to vote generally in the
                                    election of directors (the "Outstanding
                                    Company Voting Securities"); provided,
                                    however, that for purposes of this
                                    subsection (a), the following acquisitions
                                    shall not constitute a Change in Control:
                                    (i) any acquisition by a Person who is on
                                    the date of this Agreement the beneficial
                                    owner of 50% or more of the Outstanding
                                    Company Voting Securities, (ii) any
                                    acquisition by any employee benefit plan (or
                                    related trust) sponsored or maintained by
                                    the Company or any corporation controlled by
                                    the Company, (iii) any acquisition by any
                                    corporation pursuant to a transaction which
                                    complies with clauses (i), (ii) and (iii) of
                                    subsection (c) of this Section 2, or (iv)
                                    any acquisition of the securities of any
                                    Parent; or

                           (2)      Consummation of a reorganization, merger,
                                    share exchange or consolidation or sale or
                                    other disposition, directly or indirectly,
                                    of 50% or more of the net assets of the
                                    Company (a "Business Combination"), in each
                                    case, unless, following such Business
                                    Combination, (i) all or substantially all of
                                    the individuals and entities who were the
                                    beneficial owners of the Outstanding Company
                                    Voting Securities immediately prior to such
                                    Business Combination beneficially own,
                                    directly or indirectly, more than 50% of the
                                    combined voting power of the then
                                    outstanding voting securities entitled to
                                    vote generally in the election of directors
                                    of the corporation resulting from such
                                    Business Combination (including, without
                                    limitation, a corporation which as a result
                                    of such transaction owns the Company or all
                                    or substantially all of the Company's assets
                                    either directly or through one or more
                                    subsidiaries) in substantially the same
                                    proportions as their ownership, immediately
                                    prior to such Business Combination, of the
                                    Outstanding Company Voting Securities, (ii)
                                    no Person (excluding any corporation
                                    resulting from such Business Combination or
                                    any employee benefit plan (or related trust)
                                    of the Company or such corporation resulting
                                    from such Business Combination) beneficially
                                    owns, directly or indirectly, 50% or more of
                                    the combined voting power of the then
                                    outstanding voting securities of such
                                    corporation except to the extent that such
                                    ownership existed prior to the Business
                                    Combination, and (iii) at least a majority
                                    of the members of the board of directors of
                                    the corporation resulting from such Business
                                    Combination were members of the Board at the
                                    time of the execution of the initial
                                    agreement, or of the action of the Board,
                                    providing for such Business Combination, and
                                    for the purposes of this provision 50% of
                                    the net assets of the Company shall be
                                    determined on a consolidated basis with all
                                    subsidiaries and shall be based on the net
                                    book value of the operating assets being
                                    sold or retained as

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                                    reflected on the audited consolidated
                                    financial statements of the Company and its
                                    subsidiaries for the fiscal year ending
                                    immediately before the fiscal year in which
                                    the Effective Date of Business Combination
                                    occurs, provided that the granting of a
                                    security interest in or a pledge of the
                                    assets of the Company or a Subsidiary shall
                                    not be a Change in Control of Company unless
                                    and until the holder of such security
                                    interest or pledge has taken all formal
                                    steps necessary to declare a default and
                                    realize on such security interest or pledge;
                                    or

                           (3)      Approval by the shareholders of the Company
                                    of a complete liquidation or dissolution of
                                    the Company.

                  (c) A Change in Control of a Subsidiary shall be determined on
         the same criteria as applied to a Change in Control of Company in
         subsection (b) but with reference to such Subsidiary only.

                  (d) "Code" means the Internal Revenue Code of 1986, as amended
         from time to time, and all regulations promulgated thereunder.

                  (e) "Committee" means the Compensation Committee of the Board
         described in Article 4.

                  (f) "Company" means Fortis, Inc., a Nevada corporation.

                  (g) "Disability" shall have the same meaning as it has in the
         Company Employees Uniform Retirement Plan or any comparable plan that
         replaces such plan, as such plan may be amended from time to time,
         provided that, if such plan shall be terminated and not replaced by
         another comparable plan, then Disability shall mean any illness or
         other physical or mental condition of a Participant that renders the
         Participant incapable of performing his customary and usual duties for
         the Company or a Subsidiary, or any medically determinable illness or
         other physical or mental condition resulting from a bodily injury,
         disease or mental disorder which, in the judgment of the Committee, is
         permanent and continuous in nature; and the Committee may require such
         medical or other evidence as it deems necessary to judge the nature and
         permanency of the Participant's condition.

                  (h) "Fair Market Value" shall be determined by such method as
         the Committee determines in good faith to be reasonable.

                  (i) "Incentive Stock Option" means an Option that is intended
         to meet the requirements of Section 422 of the Code or any successor
         provision thereto.

                  (j) "Non-Qualified Stock Option" means an Option that is not
         an Incentive Stock Option.

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                  (k) "Option" means a right granted to a Participant under
         Article 7 of the Plan to purchase Stock at a specified price during
         specified time periods. An Option may be either an Incentive Stock
         Option or a Non-Qualified Stock Option.

                  (l) "Option Agreement" means any written agreement, contract
         or other instrument or document evidencing an Option.

                  (m) "Parent" means each of Fortis (B), a Belgium corporation,
         Fortis (NL) N.V., a Netherlands corporation, and any other Person that
         beneficially owns 50% or more of the outstanding voting stock of the
         Company. For Incentive Stock Options, the term shall have the same
         meaning as set forth in Code Section 424(e).

                  (n) "Participant" means an individual who has been granted an
         Option under the Plan.

                  (o) "Retirement" (1), for officers and employees, shall have
         the same meaning as it has in the Company Employees Uniform Retirement
         Plan or any comparable plan that replaces such plan, as such plan may
         be amended from time to time, provided that, if such plan shall be
         terminated and not replaced by another comparable plan, then Retirement
         shall mean a Participant's termination of employment with the Company
         or a Subsidiary after attaining any normal or early retirement age
         specified in any pension, profit sharing or other retirement program
         sponsored by the Company or a Subsidiary, or, in the event of the
         inapplicability thereof with respect to the individual in question, as
         determined by the Committee in its reasonable judgment, and (2), for
         directors, shall mean any termination of service as a director. For
         purposes of Non-Qualified Options, consistent with Section 11 hereof, a
         Participant shall not be retired in a circumstance in which a
         Participant ceases to be an employee but continues as a director of the
         Company, until the Participant retires as a director.

                  (p) "Stock" means the $1.00 par value Series D Preferred Stock
         of the Company and such other securities as may be substituted for
         Stock pursuant to Article 9.

                  (q) "Subsidiary" means any Person of which 50% or more of the
         outstanding voting stock is beneficially owned directly or indirectly
         by the Company. For Incentive Stock Options, the term shall have the
         meaning set forth in Code Section 424(f).

                  (r) "1933 Act" means the Securities Act of 1933, as amended
         from time to time.

                  (s) "1934 Act" means the Securities Exchange Act of 1934, as
         amended from time to time.

                                   ARTICLE 4
                                 ADMINISTRATION

         4.1. COMMITTEE. The Plan shall be administered by the Compensation
Committee of the Board or, at the discretion of the Board from time to time, by
the Board. The Committee shall consist of two or more members of the Board.
Until such time as there shall be a

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Compensation Committee of the Board, the Plan shall be administered by the full
Board and it shall have all the powers of the Committee hereunder, and any
reference herein to the Committee (other than in this Section 4.1) shall include
the Board.

         4.2. ACTION BY THE COMMITTEE. For purposes of administering the Plan,
the following rules of procedure shall govern the Committee. A majority of the
Committee shall constitute a quorum. The acts of a majority of the members
present at any meeting at which a quorum is present and acts approved
unanimously in writing by the members of the Committee in lieu of a meeting
shall be deemed the acts of the Committee. Each member of the Committee is
entitled to, in good faith, rely or act upon any report or other information
furnished to that member by any officer or other employee of the Company or any
Subsidiary, the Company's independent certified public accountants, or any
executive compensation consultant or other professional retained by the Company
to assist in the administration of the Plan.

         4.3. AUTHORITY OF COMMITTEE. The Committee has the exclusive power,
authority and discretion to:

                  (a) Designate Participants;

                  (b) Determine the number of Options to be granted and the
         number of shares of Stock to which an Option will relate;

                  (c) Determine the terms and conditions of any Option granted
         under the Plan, including but not limited to, the exercise price, grant
         price or purchase price, any restrictions or limitations on the Option,
         any schedule for lapse of forfeiture restrictions or restrictions on
         the exercisability of an Option, and accelerations or waivers thereof,
         based in each case on such considerations as the Committee in its sole
         discretion determines;

                  (d) Accelerate the vesting of any outstanding Option, based in
         each case on such considerations as the Committee in its sole
         discretion determines;

                  (e) Determine whether, to what extent, and under what
         circumstances an Option may be settled in, or the exercise price of an
         Option may be paid in, cash, Stock, common stock of the Company,
         capital stock of a Parent or a Subsidiary, other Options or other
         property, or an Option may be canceled, forfeited or surrendered;

                  (f) Prescribe the form of each Option Agreement, which need
         not be identical for each Participant;

                  (g) Decide all other matters that must be determined in
         connection with an Option;

                  (h) Establish, adopt or revise any rules and regulations as it
         may deem necessary or advisable to administer the Plan;

                  (i) Make all other decisions and determinations that may be
         required under the Plan or as the Committee deems necessary or
         advisable to administer the Plan; and

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                  (j) Amend the Plan or any Option Agreement as provided herein.

         4.4. DECISIONS BINDING. The Committee's interpretation of the Plan, any
Options granted under the Plan, any Option Agreement and all decisions and
determinations by the Committee with respect to the Plan are final, binding and
conclusive on all parties.

                                   ARTICLE 5
                           SHARES SUBJECT TO THE PLAN

         5.1. NUMBER OF SHARES. Subject to adjustment as provided in Section
9.1, the aggregate number of shares of Stock reserved and available for Options
shall be two million (2,000,000).

         5.2. LAPSED OPTIONS. To the extent that an Option is canceled,
terminates, expires or lapses for any reason, any shares of Stock subject to the
Option will again be available for the grant of an Option under the Plan.

         5.3. STOCK DISTRIBUTED. Any Stock distributed pursuant to an Option may
consist, in whole or in part, of authorized and unissued Stock or treasury
Stock.

                                   ARTICLE 6
                                   ELIGIBILITY

         6.1. GENERAL. Options may be granted only to individuals who are
employees, officers or directors of the Company or a Subsidiary.

                                   ARTICLE 7
                                  STOCK OPTIONS

         7.1. GENERAL. The Committee is authorized to grant Options to
Participants on the following terms and conditions:

                  (a) EXERCISE PRICE. The exercise price per share of Stock
         under an Option shall be determined by the Committee.

                  (b) TIME AND CONDITIONS OF EXERCISE. The Committee shall
         determine the time or times at which an Option may be exercised in
         whole or in part. The Committee also shall determine the performance or
         other conditions, if any, that must be satisfied before all or part of
         an Option may be exercised. The Committee may waive any exercise
         provisions at any time in whole or in part based upon such factors as
         the Committee may determine in its sole discretion so that the Option
         becomes exerciseable at an earlier date.

                  (c) PAYMENT. The Committee shall determine the methods by
         which the exercise price of an Option may be paid, the form of payment,
         including, without limitation, cash, shares of Stock or other property
         (including "cashless exercise" arrangements), and the methods by which
         shares of Stock shall be delivered or deemed to be delivered to
         Participants. Without limiting the power and discretion conferred on
         the

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         Committee pursuant to the preceding sentence, the Committee may, in the
         exercise of its discretion, but need not, allow a Participant to pay
         the Option price by directing the Company to withhold from the shares
         of Stock that would otherwise be issued upon exercise of the Option
         that number of shares having a Fair Market Value on the exercise date
         equal to the Option price, all as determined pursuant to rules and
         procedures established by the Committee.

                  (d) EVIDENCE OF GRANT. All Options shall be evidenced by a
         written Option Agreement between the Company and the Participant. The
         Option Agreement shall include such provisions as may be specified by
         the Committee.

         7.2. INCENTIVE STOCK OPTIONS. The terms of any Incentive Stock Options
granted under the Plan must comply with the following additional rules:

                  (a) EXERCISE PRICE. The exercise price per share of Stock
         shall be set by the Committee, provided that the exercise price for any
         Incentive Stock Option shall not be less than the Fair Market Value as
         of the date of the grant.

                  (b) EXERCISE. In no event may any Incentive Stock Option be
         exercisable for more than ten years from the date of its grant.

                  (c) LAPSE OF OPTION. An Incentive Stock Option shall lapse
         under the earliest of the following circumstances; provided, however,
         that the Committee may, prior to the lapse of the Incentive Stock
         Option under the circumstances described in paragraphs (3), (4) and (5)
         below, provide in writing that the Option will extend until a later
         date, but if an Option is exercised after the dates specified in
         paragraphs (3), (4) and (5) below, it will automatically become a
         Non-Qualified Stock Option:

                           (1) The Incentive Stock Option shall lapse as of the
                  option expiration date set forth in the Option Agreement.

                           (2) The Incentive Stock Option shall lapse ten years
                  after it is granted, unless an earlier time is set in the
                  Option Agreement.

                           (3) If the Participant's employment is terminated for
                  any reason (including Retirement, but excluding Disability and
                  death as provided in paragraphs (4) and (5) below), the
                  Incentive Stock Option shall lapse, unless it is previously
                  exercised, three months after the Participant's termination of
                  employment.

                           (4) If the Participant's employment is terminated by
                  reason of his Disability, the Incentive Stock Option shall
                  lapse, unless it is previously exercised, one year after the
                  Participant's termination of employment.

                           (5) If the Participant dies while employed, or during
                  the three-month period described in paragraph (3), or during
                  the one-year period described in paragraph (4), and before the
                  Option otherwise lapses, the Option shall lapse one

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                  year after the Participant's death. Upon the Participant's
                  death, any exercisable Incentive Stock Options may be
                  exercised by the Participant's beneficiary.

                  Unless the exercisability of the Incentive Stock Option is
         accelerated as provided in Article 8, if a Participant exercises an
         Option after termination of employment, the Option may be exercised
         only with respect to the shares that were otherwise vested on the
         Participant's termination of employment.

                  (d) INDIVIDUAL DOLLAR LIMITATION. The aggregate Fair Market
         Value (determined as of the time an Option is made) of all shares of
         Stock with respect to which Incentive Stock Options are first
         exercisable by a Participant in any calendar year may not exceed
         $100,000.00.

                  (e) TEN PERCENT OWNERS. No Incentive Stock Option shall be
         granted to any individual who, at the date of grant, owns stock
         possessing more than ten percent of the total combined voting power of
         all classes of stock of the Company, a Parent or any Subsidiary unless
         the exercise price per share of such Option is at least 110% of the
         Fair Market Value per share of Stock at the date of grant and the
         Option expires no later than five years after the date of grant.

                  (f) EXPIRATION OF INCENTIVE STOCK OPTIONS. No grant of an
         Incentive Stock Option may be made pursuant to the Plan after the day
         immediately prior to the tenth anniversary of the Effective Date.

                  (g) RIGHT TO EXERCISE. During a Participant's lifetime, an
         Incentive Stock Option may be exercised only by the Participant or, in
         the case of the Participant's Disability, by the Participant's guardian
         or legal representative.

                  (h) DIRECTORS. The Committee may not grant an Incentive Stock
         Option to a non-employee director. The Committee may grant an Incentive
         Stock Option to a director who is also an employee of the Company or a
         Subsidiary, but only in that individual's position as an employee and
         not as a director.

                                   ARTICLE 8
                        PROVISIONS APPLICABLE TO OPTIONS

         8.1. STAND-ALONE AND SUBSTITUTE OPTIONS. Options granted under the Plan
may, in the discretion of the Committee, be granted either alone or in
substitution for any other Option granted under the Plan. If an Option is
granted in substitution for another Option, the Committee may require the
surrender of such other Option in consideration of the grant of the new Option.

         8.2. TERM OF OPTION. The term of each Option shall be for the period as
determined by the Committee, provided that in no event shall the term of any
Incentive Stock Option exceed a period of ten years from the date of its grant
(or, if Section 7.2(e) applies, five years from the date of its grant).

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         8.3. FORM OF PAYMENT FOR OPTIONS. Subject to the terms of the Plan and
any applicable law or Option Agreement, payments or transfers to be made by the
Company or a Subsidiary on the exercise of an Option may be made in such form as
the Committee determines at or after the time of grant, including without
limitation, cash, Stock, other Options, or other property or any combination
thereof, and may be made in a single payment or transfer, in installments or on
a deferred basis, in each case determined in accordance with rules adopted by,
and at the discretion of, the Committee.

         8.4. LIMITS ON TRANSFER. No right or interest of a Participant in any
unexercised Option may be pledged, encumbered or hypothecated to or in favor of
any Person other than the Company or a Subsidiary, or shall be subject to any
lien, obligation or liability of such Participant to any Person other than the
Company or a Subsidiary. No unexercised Option shall be assignable or
transferable by a Participant other than by will or the laws of descent and
distribution or, except in the case of an Incentive Stock Option, pursuant to a
domestic relations order which would satisfy Section 414(p)(l)(A) of the Code if
such Section applied to an Option under the Plan; provided, however, that the
Committee may (but need not) permit other transfers where the Committee
concludes that such transferability (i) does not result in accelerated taxation,
(ii) does not cause any Option intended to be an Incentive Stock Option to fail
to be described in Code Section 422(b), and (iii) is otherwise appropriate and
desirable, taking into account any state or federal securities laws applicable
to transferable Options.

         8.5. BENEFICIARIES. Notwithstanding Section 8.4, a Participant may, in
the manner determined by the Committee, designate a beneficiary to exercise the
rights of the Participant and to receive any distribution with respect to any
Option upon the Participant's death. A beneficiary, legal guardian, legal
representative or other Person claiming any rights under the Plan is subject to
all terms and conditions of the Plan and any Option Agreement applicable to the
Participant, except to the extent the Plan and Option Agreement otherwise
provide, and to any additional restrictions deemed necessary or appropriate by
the Committee. If no beneficiary has been designated or survives the
Participant, payment shall be made to the Participant's estate. Subject to the
foregoing, a beneficiary designation maybe changed or revoked by a Participant
at any time provided the change or revocation is filed with the Committee.

         8.6. STOCK CERTIFICATES. All Stock certificates delivered under the
Plan are subject to any stop-transfer orders and other restrictions as the
Committee deems necessary or advisable to comply with federal or state
securities laws, rules and regulations and the rules of any securities exchange
or automated quotation system on which the Stock is listed, quoted or traded.
The Committee may place legends on any Stock certificate to reference
restrictions applicable to the Stock.

         8.7. RESERVED.

         8.8. ACCELERATED VESTING AND TERMINATION UPON A CHANGE IN CONTROL.
Except as may otherwise be provided in an applicable Option Agreement, upon the
occurrence of a Change in Control of Company, all outstanding Options shall
become fully exercisable. In addition, except as may otherwise be provided in an
applicable Option Agreement, upon the occurrence of a Change in Control of
Subsidiary, all outstanding Options of

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a Participant who is primarily employed or engaged by, or who primarily provides
services to, such Subsidiary, as identified in the applicable Option Agreement
for that Participant, shall become fully exercisable. Notwithstanding the
foregoing, such acceleration will not occur if, in the opinion of the Company's
accountants, such acceleration would preclude the use of "pooling of interest"
accounting treatment for a Change in Control transaction that (a) would
otherwise qualify for such accounting treatment, and (b) is contingent upon
qualifying for such accounting treatment. To the extent that this provision
causes Incentive Stock Options to exceed the dollar limitation set forth in
Section 7.2(d), the excess Options shall be deemed to be Non-Qualified Stock
Options.

         8.9. ACCELERATED VESTING FOR ANY OTHER REASON. Regardless of whether an
event has occurred as described in Section 8.8 above, the Committee may in its
sole discretion at any time determine that all or a portion of a Participant's
Options shall become fully or partially exercisable as of such date as the
Committee may, in its sole discretion, declare. The Committee may discriminate
among Participants and among Options granted to a Participant in exercising its
discretion pursuant to this Section 8.9.

         8.10. EFFECT OF ACCELERATION. If an Option is accelerated under Section
8.8 or 8.9 the Committee may, in its sole discretion, provide (i) that the
Option will be settled in cash rather than Stock, (ii) that the Option will be
assumed by another party to the transaction giving rise to the acceleration or
otherwise be equitably converted in connection with such transaction, (iii) that
the Option will expire after a designated period of time after such acceleration
to the extent not then exercised, or (iv) any combination of the foregoing. The
Committee's determination need not be uniform and may be different for different
Participants whether or not such Participants are similarly situated. The
Committee will give the Participants reasonable notice (but no less than 15
days) of any revised expiration date under Section 8.10 (iii).

         8.11. PERFORMANCE GOALS. The Committee may, in its discretion,
determine that the vesting of any Option granted pursuant to this Plan shall be
determined solely on the basis of performance goals, including, but not limited
to, the achievement by the Company or a Subsidiary of a specified target return,
or target growth in return, on equity or assets, or the achievement by a
business unit of the Company or a Subsidiary of a specified target, or target
growth in, net income or earnings per share. If an Option is granted with
performance goals, the Committee shall establish goals prior to the beginning of
the period for which such performance goal relates. Any payment of an Option
granted with performance goals may be conditioned on the written certification
of the Committee in each case that the performance goals and any other material
conditions were satisfied.

         8.12. TERMINATION OF EMPLOYMENT. Whether military, government or other
service or other leave of absence shall constitute a termination of employment
shall be determined in each case by the Committee in its discretion, and any
determination by the Committee shall be final and conclusive. A termination of
employment shall not occur in a circumstance in which a Participant transfers
from the Company to one of its Subsidiaries or Parents, transfers from a
Subsidiary or Parent to the Company, transfers from a Parent to a Parent or
transfers from a Subsidiary to another Subsidiary. For purposes of Non-Qualified
Options, a termination of employment shall not occur in a circumstance in which
a Participant ceases to be an employee but continues as a director of the
Company.

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                                   ARTICLE 9
                          CHANGES IN CAPITAL STRUCTURE

         9.1. GENERAL. In the event a stock dividend is declared upon the Stock,
the shares of Stock then subject to each Option shall be increased
proportionately without any change in the aggregate purchase price therefor. In
the event the Stock shall be changed into or exchanged for a different number or
class of shares of stock or securities of the Company or, subject to the
applicability of Section 8.8 hereof, of another corporation, whether through
reorganization, recapitalization, stock split-up, combination of shares, merger,
consolidation or otherwise, there shall be substituted for each such share of
Stock then subject to each Option the number and class of shares into which each
outstanding share of Stock shall be so exchanged, all without any change in the
aggregate purchase price for the shares then subject to each Option.

         9.2. PUBLICLY TRADED STOCK. The Company shall have the right to
substitute for the Stock, as defined before the substitution, shares of any
capital security of the Company or any of its Parents or Subsidiaries if (i)
such capital security is traded within the United States on a national
securities exchange or on any national trading system, and (ii) (A) the Company
has received an opinion from its legal or tax advisors that such substitution
can be effected without causing the Participant to incur income taxable gain
resulting solely from such substitution for U.S income tax purposes or (B) the
Corporation agrees to pay to each Participant an amount ("Tax Payment")
sufficient to pay the income tax due as a result of the substitution and the
income tax assessed as a result of the payment on the substitution. Such Tax
Payment shall be made at such time and from time to time as may be appropriate
to permit the Participant to pay such Participant's actual and estimated U.S.
income taxes and shall be based on good faith estimates made by the Corporation,
which estimates, if made in good faith, shall be final and binding on the
Participant. In order to obtain such Tax Payment, the Participant must provide
to the Corporation such reasonable information as the Corporation may request to
compute the income tax liability. In the event of such a substitution, the
substitution shall be accomplished such that the aggregate Fair Market Value of
the securities being substituted is as nearly equal to the aggregate Fair Market
Value of the Stock before such substitution as is possible without any
fractional shares being involved. In undertaking any substitution hereunder, the
Company may treat Incentive Stock Options differently from Non-Qualified Stock
Options and may treat Participants who are employed by the Company and
Participants who are employed by each Subsidiary differently. For example, the
Company might substitute a security for the Options of Participants that are
employees of one Subsidiary and make no substitution for the Options of
Participants that are employees of another Subsidiary. However, the Company can
not discriminate within appropriate groups of Participants, such as all
Participants that are employees of Company and have Non-Qualified Stock Options.

                                   ARTICLE 10
                     AMENDMENT, MODIFICATION AND TERMINATION

         10.1. AMENDMENT, MODIFICATION AND TERMINATION. The Committee may, at
any time and from time to time, amend, modify or terminate the Plan without
shareholder approval; provided, however, that the Committee may condition any
amendment or modification on the approval of shareholders of the Company if such
approval is necessary or deemed advisable with respect to tax, securities or
other applicable laws, policies or regulations.

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<PAGE>
         10.2. OPTIONS PREVIOUSLY GRANTED. At any time and from time to time,
the Committee may amend, modify or terminate any outstanding Option, including,
but not limited to the extent and circumstances under which an Option may be
settled in, or the exercise price of an Option may be paid in, cash, Stock,
common stock of the Company, capital stock of a Parent or a Subsidiary or other
property, without approval of the Participant; provided, however, that such
amendment, modification or termination shall not, without the Participant's
consent, reduce or diminish the value of such Option determined as if the Option
had been exercised, vested, cashed in or otherwise settled on the date of such
amendment or termination.

                                   ARTICLE 11
                               GENERAL PROVISIONS

         11.1. NO RIGHTS TO OPTIONS. No Participant or any employee or director
shall have any claim to be granted any Option under the Plan, and neither the
Company nor the Committee is obligated to treat Participants or employees or
directors uniformly.

         11.2. NO SHAREHOLDER RIGHTS. No Option gives the Participant any of the
rights of a shareholder of the Company unless and until shares of Stock are in
fact issued to such person in connection with such Option.

         11.3. WITHHOLDING. The Company or any Subsidiary shall have the
authority and the right to deduct or withhold, or require a Participant to remit
to the Company, an amount sufficient to satisfy federal, state, and local taxes
(including the Participant's FICA obligation) required by law to be withheld
with respect to any taxable event arising as a result of the Plan. With respect
to withholding required upon any taxable event under the Plan, the Committee
may, at the time the Option is granted or thereafter, require that any such
withholding requirement be satisfied, in whole or in part, by withholding shares
of Stock having a Fair Market Value on the date of withholding equal to the
amount to be withheld for tax purposes, all in accordance with such procedures
as the Committee establishes.

         11.4. NO RIGHT TO EMPLOYMENT OR DIRECTORSHIP. Nothing in the Plan or
any Option Agreement shall interfere with or limit in any way the right of the
Company or any Subsidiary to terminate any Participant's employment or status as
a director at any time, nor confer upon any Participant any right to continue in
the employ, service or directorship of the Company or any Subsidiary.

         11.5. UNFUNDED STATUS OF OPTIONS. The Plan is intended to be an
"unfunded" plan for incentive and deferred compensation. With respect to any
payments not yet made to a Participant pursuant to an Option, nothing contained
in the Plan or any Option Agreement shall give the Participant any rights that
are greater than those of a general creditor of the Company or any Subsidiary.

         11.6. INDEMNIFICATION. To the extent allowable under applicable law,
each member of the Committee shall be indemnified and held harmless by the
Company from any loss, cost, liability or expense that may be imposed upon or
reasonably incurred by such member in connection with or resulting from any
claim, action, suit or proceeding to which such member may be a party or in
which he may be involved by reason of any action or failure to act under the

                                      -12-
<PAGE>
Plan and against and from any and all amounts paid by such member in
satisfaction of judgment in such action, suit or proceeding against him,
provided he gives the Company an opportunity, at its own expense, to handle and
defend the same before he undertakes to handle and defend it on his own behalf.
The foregoing right of indemnification shall not be exclusive of any other
rights of indemnification to which such persons may be entitled under the
Company's articles of incorporation or bylaws, as a matter of law, or otherwise,
or any power that the Company may have to indemnify them or hold them harmless.

         11.7. RELATIONSHIP TO OTHER BENEFITS. No payment under the Plan shall
be taken into account in determining any benefits under any pension, retirement,
savings, profit sharing, group insurance, welfare or benefit plan of the Company
or any Subsidiary unless provided otherwise in such other plan.

         11.8. EXPENSES. The expenses of administering the Plan shall be borne
by the Company and its Subsidiaries.

         11.9. TITLES AND HEADINGS. The titles and headings of the Sections in
the Plan are for convenience of reference only, and in the event of any
conflict, the text of the Plan, rather than such titles or headings, shall
control.

         11.10. GENDER AND NUMBER. Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine; the
plural shall include the singular and the singular shall include the plural.

         11.11. FRACTIONAL SHARES. No fractional shares of Stock shall be issued
and the Committee shall determine, in its discretion, whether cash shall be
given in lieu of fractional shares or whether such fractional shares shall be
eliminated by rounding up.

         11.12. GOVERNMENT AND OTHER REGULATIONS. The ability of the Company to
grant Options or otherwise take actions under this Plan or under the Option
Agreements shall be subject to all applicable laws, rules and regulations, and
to such approvals by government agencies as may be required. The Company shall
be under no obligation to register under the 1933 Act or any state securities
laws any of the shares of Stock issued under the Plan. If shares issued under
the Plan are in certain circumstances exempt from registration under the 1933
Act, the Company may restrict the transfer of such shares in such manner as it
deems advisable to ensure the availability of any such exemption.

         11.13. GOVERNING LAW. To the extent not governed by federal law, the
Plan and all Option Agreements shall be construed in accordance with and
governed by the laws of the State of Nevada.

         11.14. ADDITIONAL PROVISIONS. Each Option Agreement may contain such
other terms and conditions as the Committee may determine; provided that such
other terms and conditions are not inconsistent with the provisions of this
Plan.

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<PAGE>
         The foregoing is hereby acknowledged as being the Fortis, Inc. Stock
Option Plan adopted 1998, as adopted by the Board of Directors of the Company on
September 8, 1998 and as amended on September 14, 1999.

                                                  FORTIS, INC.


                                                  By:    /s/  J. Kerry Clayton
                                                       ----------------------

                                                  Name:  J. Kerry Clayton

                                                  Title:  President

                                                  Date:  September 15, 1999

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