U.S. RESTAURANT PROPERTIES, INC.

                            FLEXIBLE INCENTIVE PLAN

                      ------------------------------------


SECTION 1. PURPOSE OF THIS PLAN

The purposes of the U.S. Restaurant Properties, Inc. Flexible Incentive
Plan are to (i) promote the interests of U.S. Restaurant Properties, Inc. (the
"Company") and its stockholders by enabling the Company and each of its
Subsidiaries (as hereinafter defined) to (A) attract, motivate and retain their
respective employees and non-employee Directors (as hereinafter defined) by
offering such employees and Non-Employee Directors performance-based stock
incentives and other equity interests in the Company and other incentive awards
and (B) compensate Consultants (as hereinafter defined) by offering such
Consultants performance-based stock incentives and other equity interests in the
Company and other incentive awards that recognize the creation of value for the
stockholders of the Company and (ii) promote the Company's long-term growth and
success. To achieve these purposes, eligible Persons may receive Stock Options,
Restricted Stock, Performance Awards and any other Awards (as such terms are
hereinafter defined), or any combination thereof.

SECTION 2. DEFINITIONS

As used in this Plan, the following terms shall have the meanings set
forth below unless the context otherwise requires:

3. "Award" shall mean the grant of a Stock Option, Restricted Stock, a
Performance Award, a Dividend Equivalent or any other grant of incentive
compensation pursuant to this Plan.

4. "Book Value" shall mean the excess of the value of the assets of an
entity over the liabilities of such entity (determined in accordance with United
States generally accepted accounting principles, consistently applied).

5. "Board" shall mean the Board of Directors of the Company, as the same
may be constituted from time to time.

6. "Cause" shall mean termination of a Participant's employment with the
Company or a Subsidiary upon the occurrence of one or more of the following
events:

0.0.0.1. The Participant's failure to substantially perform such
Participant's duties with the Company or any Subsidiary as determined by the
Committee or the Board following receipt by the Participant of written notice of
such failure and the Participant's failure to remedy such failure within thirty
(30) days after receipt of such notice (other than a failure resulting from the
Participant's incapacity during physical or mental illness);

0.0.0.2. The Participant's willful failure or refusal to perform
specific directives of the Board, which directives are consistent with the scope
and nature of the Participant's duties and responsibilities, and which are not
remedied by the Participant within thirty (30) days after being notified in
writing of such Participant's failure by the Board;

0.0.0.3. The Participant's conviction of a felony; or



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0.0.0.4. A breach of the Participant's fiduciary duty to the Company or
any Subsidiary or willful violation in the course of performing the
Participant's duties for the Company or any Subsidiary of any law, rule or
regulation (other than traffic violations or other minor offenses). No act or
failure to act on the Participant's part shall be considered willful unless done
or omitted to be done in bad faith and without reasonable belief that the action
or omission was in the best interest of the Company;

provided, however, that for each employee of the Company who has entered into an
employment agreement with the Company, "cause" shall have the meaning provided
in such employment agreement.

0.0.0.4.1. "Change in Control" shall mean, after the Effective Date, (i)
a Corporate Transaction is consummated, other than a Corporate Transaction that
would result in substantially all of the holders of voting securities of the
Company outstanding immediately prior thereto owning (directly or indirectly and
in substantially the same proportions relative to each other) not less than
fifty percent (50%) of the combined voting power of the voting securities of the
issuing/surviving/resulting entity outstanding immediately after such Corporate
Transaction or (ii) an agreement for the sale or other disposition of all or
substantially all of the Company's assets (evaluated on a consolidated basis,
without regard to whether the sale or disposition is effected via a sale or
disposition of assets of the Company, the sale or disposition of the securities
of one or more Subsidiaries or the sale or disposition of the assets of one or
more Subsidiaries) is consummated.

0.0.0.4.2. "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time (or any successor to such legislation).

0.0.0.4.3. "Committee" shall mean the Compensation Committee of the
Board as such Compensation Committee may be constituted from time to time;
provided, however, membership on the Committee shall be limited to Non-Employee
Directors; and provided further, the Committee will consist of not less than two
(2) Directors. All members of the Committee will serve at the pleasure of the
Board.

0.0.0.4.4. "Common Stock" shall mean the Common Stock, par value $0.001 per
share, of the Company.

0.0.0.4.5. "Company" shall have the meaning set forth in Section 1 of this Plan.

0.0.0.4.6. "Consultant" shall mean any Person who or which is engaged by
the Company or any Subsidiary to render consulting services.

0.0.0.4.7. "Corporate Transaction" shall mean any recapitalization
(other than a transaction contemplated by Section 13(a) of this Plan) merger,
consolidation or conversion involving the Company or any exchange of securities
involving the Common Stock (other than a transaction contemplated by Section
13(a) of this Plan), provided that a primary issuance of shares of Common Stock
shall not be deemed to be a "Corporate Transaction."

0.0.0.4.8. "Designated Beneficiary" shall mean the beneficiary
designated by a Participant, in a manner authorized by the Committee or the
Board, to exercise the rights of such Participant in the event of such
Participant's death. In the absence of an effective designation by a
Participant, the Designated Beneficiary shall be such Participant's estate.

0.0.0.4.9. "Director" shall mean any member of the Board.

0.0.0.4.10. "Disability" shall mean permanent and total inability to
engage in any substantial gainful activity, even with reasonable accommodation,
by reason of any medically determinable physical or mental impairment which has
lasted or can reasonably be expected to last without material interruption for a
period of not less than twelve (12) months, as determined in the sole discretion
of the Committee or the Board.



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0.0.0.4.11. "Dividend Equivalent" shall mean an award granted pursuant to
Section 8 of this Plan of a right to receive certain payments with respect to
Shares.

0.0.0.4.12. "Effective Date" shall mean December 18, 1997.

0.0.0.4.13. "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended from time to time (or any successor to such legislation).

0.0.0.4.14. "Fair Market Value" shall mean with respect to the Shares,
as of any date, the value established by the Board. Fair market value shall be
determined without regard to any restriction other than a restriction which, by
its terms, will never lapse.

0.0.0.4.15. "Incentive Stock Option" shall mean any option to purchase
Shares awarded pursuant to this Plan which qualifies as an "Incentive Stock
Option" pursuant to Section 422 of the Code.

0.0.0.4.16. "Non-Employee Director" shall have the meaning set forth in
Rule 16b-3 (or any successor to such rule) promulgated under the Exchange Act)
who are also "outside directors," as required pursuant to Section 162(m) of the
Code and such Treasury regulations as may be promulgated thereunder.

0.0.0.4.17. "Non-Qualified Stock Option" shall mean any option to
purchase Shares awarded pursuant to this Plan that does not qualify as an
Incentive Stock Option (including, without limitation, any option to purchase
Shares originally designated as or intended to qualify as an Incentive Stock
Option) but which does not (for whatever reason) qualify as an Incentive Stock
Option.

0.0.0.4.18. "Non-Share Method" shall have the meaning set forth in Section
6.6(c) of this Plan.

0.0.0.4.19. "Optionee" shall mean any Participant who has been granted and
holds a Stock Option awarded pursuant to this Plan.

0.0.0.4.20. "Participant" shall mean any Person who has been granted and
holds an Award granted pursuant to this Plan.

0.0.0.4.21. "Performance Award" shall mean any Award granted pursuant to
this Plan of Shares, rights based upon, payable in or otherwise related to
Shares (including Restricted Stock) or cash, as the Committee or Board may
determine, at the end of a specified performance period established by the
Committee or Board and may include, without limitation, Performance Shares or
Performance Units.

0.0.0.4.22. "Performance Shares" shall have the meaning set forth in
Section 9.1 of this Plan.

0.0.0.4.23. "Performance Units" shall have the meaning
set forth in Section 9.1 of this Plan.

0.0.0.4.24. "Permitted Modification" shall be deemed to be any
modification of an Award which is made in connection with a Corporate
Transaction and which provides in connection with a Stock Option, that
subsequent to the consummation of the Corporate Transaction (i) the exercise
price of such Stock Option will be proportionately adjusted to reflect the
exchange ratio applicable to the particular Corporate Transaction and/or (ii)
the nature and amount of consideration to be received upon exercise of the Stock
Option will be the same (on a per share basis) as was received by Persons who
were holders of shares of Common Stock immediately prior to the consummation of
the Corporate Transaction.



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0.0.0.4.25. "Person" shall mean an individual, partnership, limited
liability company, corporation, joint stock company, trust, estate, joint
venture, association or unincorporated organization or any other form of
business organization.

0.0.0.4.26. "Plan" shall mean this U.S. Restaurant Properties, Inc.
Flexible Incentive Plan as it may be amended from time to time.

0.0.0.4.27. "Reload Option" shall mean a Stock Option as defined in Section
6.6(b) of this Plan.

0.0.0.4.28. "Reorganization" shall mean any stock split, stock dividend,
reverse stock split, combination of Shares or any other similar increase or
decrease in the number of Shares issued and outstanding.

0.0.0.4.29. "Restricted Stock" shall mean any Shares granted pursuant to
this Plan that are subject to restrictions or substantial risk of forfeiture.

0.0.0.4.30. "Retirement" shall mean termination of employment of an
employee of the Company or any Subsidiary, other than discharge for Cause, after
age 65 or on or before age 65 if pursuant to the terms of any retirement plan
maintained by the Company or any Subsidiary in which such employee participates.

0.0.0.4.31. "Securities Act" shall mean the Securities Act of 1933, as
amended from time to time (or any successor to such legislation).

0.0.0.4.32. "Share Retention Method" shall have the meaning set forth in
Section 6.6(c) of this Plan.

0.0.0.4.33. "Shares" shall mean shares of the Common Stock and any shares
of capital stock or other securities hereafter issued or issuable upon, in
respect of or in substitution or exchange for shares of Common Stock.

0.0.0.4.34. "Stock Option" shall mean any Incentive Stock Option or
Non-Qualified Stock Option.

0.0.0.4.35. "Subsidiary" shall mean a subsidiary corporation of the
Company, as defined in Section 424(f) of the Code.

0.0.0.4.36. "Transactional Consideration" shall have the meaning set forth
in Section 13(b) of this Plan.

SECTION 0.0.0.4.37. ADMINISTRATION OF THIS PLAN

0.0.0.4.38. Committee/Board. This Plan shall be administered and
interpreted by the Committee and/or the Board.



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0.0.0.5. Awards. 0.0.0.5. Subject to the provisions of this Plan and
directions from the Board, the Committee is authorized to:

0.0.0.5.0.1. determine the Persons to whom Awards are to be granted;

0.0.0.5.0.2. determine the types and combinations of Awards to be
granted; the number of Shares to be covered by an Award; the exercise price of
an Award; the time or times when an Award shall be granted and may be exercised;
the terms, performance criteria or other conditions, vesting periods or any
restrictions for an Award; any restrictions on Shares acquired pursuant to the
exercise of an Award; and any other terms and conditions of an Award;

0.0.0.5.0.3. interpret the provisions of this Plan;

0.0.0.5.0.4. prescribe, amend and rescind rules and regulations relating to
this Plan;

0.0.0.5.0.5. determine whether, to what extent and under what circumstances
to provide loans from the Company to Participants to exercise Awards granted
pursuant to this Plan, and the terms and conditions of such loans;

0.0.0.5.0.6. rely upon employees of the Company for such clerical and
recordkeeping duties as may be necessary in connection with the administration
of this Plan;

0.0.0.5.0.7. accelerate or defer (with the consent of the Participant) the
vesting of any rights pursuant to an Award; and

0.0.0.5.0.8. make all other determinations and take all other actions
necessary or advisable for the administration of this Plan.


0.0.0.6. Without limiting the Board's right to amend this Plan pursuant
to Section 13 of the Plan, the Board may take all actions authorized by Section
3.2(a) of this Plan, including, without limitation, granting such Awards
pursuant to this Plan as the Board may deem necessary or appropriate.

0.0.0.7. Procedures. 0.0.0.7. Proceedings by the Board with respect to this
Plan will be conducted in accordance with the articles of incorporation and
bylaws of the Company.

0.0.0.8. A majority of the Committee members shall constitute a quorum
for action by the Committee. All determinations of the Committee shall be made
by not less than a majority of its members.



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0.0.0.9. All questions of interpretation and application of this Plan or
pertaining to any question of fact or Award granted hereunder will be decided by
the Committee or the Board, whose decision will be final, conclusive and binding
upon the Company and each other affected party.

SECTION 0.0.0.9.1. SHARES SUBJECT TO PLAN

0.0.0.9.2. Limitations. The maximum number of Shares that may be issued
with respect to Awards granted pursuant to this Plan at any time shall be an
amount equal to 4.9% of the Company's issued and outstanding shares of Common
Stock at such time; provided, however, that the maximum number of Shares
issuable pursuant to Incentive Stock Options granted under the Plan shall be
575,000. The Shares issued pursuant to this Plan may be authorized but unissued
Shares, or may be issued Shares which have been reacquired by the Company.

0.0.0.9.3. Changes. To the extent that any Award granted pursuant to
this Plan shall be forfeited, shall expire or shall be cancelled, in whole or in
part, then the number of Shares covered by the Award so forfeited, expired or
cancelled may again be awarded pursuant to the provisions of this Plan. In the
event that Shares are delivered to the Company in full or partial payment of the
exercise price for the exercise of a Stock Option, the number of Shares
available for future Awards granted pursuant to this Plan shall be reduced only
by the net number of Shares issued upon the exercise of the Stock Option. Awards
that may be satisfied either by the issuance of Shares or by cash or other
consideration shall, until the form of consideration to be paid is finally
determined, be counted against the maximum number of Shares that may be issued
pursuant to this Plan.

SECTION 0.0.0.9.4. ELIGIBILITY

Eligibility for participation in this Plan shall be confined to those
individuals who are employed by the Company or a Subsidiary and such Consultants
and non-employee Directors as may be designated by the Committee or the Board.
In making any determination as to Persons to whom Awards shall be granted, the
type of Award and/or the number of Shares to be covered by the Award, the
Committee or the Board shall consider the position and responsibilities of the
Person, the importance of the Person to the Company, the duties of the Person,
the past, present and potential contributions of the Person to the growth and
success of the Company and such other factors as the Committee or the Board may
deem relevant in connection with accomplishing the purposes of this Plan.

SECTION 0.0.0.9.5. STOCK OPTIONS

0.0.0.9.6. Grants. The Committee or the Board may grant Stock Options
alone or in addition to other Awards granted pursuant to this Plan to any
eligible Person. Each Person so selected shall be offered a Stock Option to
purchase the number of Shares determined by the Committee or the Board. The
Committee or the Board shall specify whether such Stock Option is an Incentive
Stock Option or a Non-Qualified Stock Option and any other terms or conditions
relating to such Award; provided, however only employees of the Company or a
Subsidiary may be granted Incentive Stock Options. To the extent that any Stock
Option designated as an Incentive Stock Option does not qualify as an Incentive
Stock Option (whether because of its provisions, the failure of the stockholders
of the Company to authorize the issuance of Incentive Stock Options, the time or
manner of its exercise or otherwise), such Stock Option or the portion thereof
which does not qualify shall be deemed to constitute a Non-Qualified Stock
Option. Each Person to be granted a Stock Option shall enter into a written
agreement with the Company, in such form as the Committee or the Board may
prescribe, setting forth the terms and conditions (including, without
limitation, the exercise price and vesting schedule) of the Stock Option. At any
time and from time to time, the Optionee and the Committee or the Board may
agree to modify an option agreement in such respects as they may deem
appropriate, including, without limitation, the conversion of an Incentive Stock
Option into a Non-Qualified Stock Option. The Committee or the Board may require
that an Optionee meet certain conditions before the Stock Option or a portion
thereof may vest or be exercised, as, for example, that the Optionee remain in
the employ of the Company or a Subsidiary for a stated period or periods of
time.



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0.0.0.9.7. Incentive Stock Options Limitations.


0.0.0.10. In no event shall any individual be granted Incentive Stock
Options to the extent that the Shares covered by any Incentive Stock Options
(and any incentive stock options granted pursuant to any other plans of the
Company or its Subsidiaries) that may be exercised for the first time by such
individual in any calendar year have an aggregate Fair Market Value in excess of
$100,000. For this purpose, the Fair Market Value of the Shares shall be
determined as of the date(s) on which the Incentive Stock Options are granted.
It is intended that the limitation on Incentive Stock Options provided in this
Section 6.2(a) be the maximum limitation on Stock Options which may be
considered Incentive Stock Options pursuant to the Code.

0.0.0.11. The option exercise price of an Incentive Stock Option shall
not be less than one hundred percent (100%) of the Fair Market Value of the
Shares subject to such Incentive Stock Option on the date of the grant of such
Incentive Stock Option.

0.0.0.12. Notwithstanding anything herein to the contrary, in no event
shall any employee owning more than ten percent (10%) of the total combined
voting power of the Company or any Subsidiary be granted an Incentive Stock
Option unless the option exercise price of such Incentive Stock Option shall be
at least one hundred ten percent (110%) of the Fair Market Value of the Shares
subject to such Incentive Stock Option on the date of the grant of such
Incentive Stock Option.

0.0.0.13. In no event shall any individual be granted an Incentive Stock
Option after the expiration of ten (10) years from the date this Plan is adopted
or is approved by the stockholders of the Company (if stockholder approval is
required by Section 422 of the Code).

0.0.0.14. To the extent stockholder approval of this Plan is required by
Section 422 of the Code, no individual shall be granted an Incentive Stock
Option unless this Plan is approved by the stockholders of the Company within
twelve (12) months before or after the date this Plan is initially adopted. In
the event this Plan is amended to increase the number of Shares subject to
issuance upon the exercise of Incentive Stock Options or to change the class of
employees eligible to receive Incentive Stock Options, no individual shall be
granted an Incentive Stock Option unless such amendment is approved by the
stockholders of the Company within twelve (12) months before or after such
amendment.



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0.0.0.15. No Incentive Stock Option shall be granted to any employee
owning more than ten percent (10%) of the total combined voting power of the
Company or any Subsidiary unless the term of such Incentive Stock Option is
equal to or less than five (5) years measured from the date on which such
Incentive Stock Option is granted.

0.0.0.15.1. Option Term. The term of a Stock Option shall be for such
period of time from the date of its grant as may be determined by the Committee
or the Board; provided, however, that no Incentive Stock Option shall be
exercisable later than ten (10) years from the date of its grant.

0.0.0.15.2. Time of Exercise. No Stock Option may be exercised unless it
is exercised prior to the expiration of its stated term and, in connection with
options granted to employees of the Company or its Subsidiaries, at the time of
such exercise, the Optionee is, and has been continuously since the date of
grant of such Stock Option, employed by the Company or a Subsidiary, except
that:

0.0.0.16. A Stock Option may, to the extent vested as of the date the
Optionee ceases to be an employee of the Company or a Subsidiary, be exercised
during the three month period immediately following the date the Optionee ceases
(for any reason other than death, Disability or termination for Cause) to be an
employee of the Company or a Subsidiary (or within such other period as may be
specified in the applicable option agreement), provided that, if the Stock
Option has been designated as an Incentive Stock Option and the option agreement
provides for a longer exercise period, the exercise of such Stock Option after
such three-month period shall be treated as the exercise of a Non-Qualified
Stock Option;

0.0.0.17. If the Optionee dies while in the employ of the Company or a
Subsidiary, or within three months after the Optionee ceases (for any reason
other than termination for Cause) to be such an employee (or within such other
period as may be specified in the applicable option agreement), a Stock Option
may, to the extent vested as of the date of the Optionee's death, be exercised
by the Optionee's Designated Beneficiary during the one year period immediately
following the date of the Optionee's death (or within such other period as may
be specified in the applicable option agreement); provided that, if the Stock
Option has been designated as an Incentive Stock Option and the option agreement
provides for a longer exercise period, the exercise of such Stock Option after
such one-year period shall be treated as the exercise of a Non-Qualified Stock
Option;

0.0.0.18. If the Optionee ceases to be an employee of the Company or a
Subsidiary by reason of the Optionee's Disability, a Stock Option, to the extent
vested as of the date the Optionee ceases to be an employee of the Company or a
Subsidiary, may be exercised during the one year period immediately following
the date on which the Disability is determined to exist (or within such other
period as may be specified in the applicable option agreement); provided that,
if the Stock Option has been designated as an Incentive Stock Option and the
option agreement provides for a longer exercise period, the exercise of such
Stock Option after such one-year period shall be treated as the exercise of a
Non-Qualified Stock Option; and




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0.0.0.19. If the Optionee's employment is terminated for Cause, all
Stock Options held by such Optionee shall simultaneously terminate and will no
longer be exercisable.

Nothing contained in this Section 6.4 will be deemed to extend the term of a
Stock Option or to revive any Stock Option which has previously lapsed or been
cancelled, terminated or surrendered. Stock Options granted under this Plan to
Consultants or Non-Employee Directors will contain such terms and conditions
with respect to the death or disability of a Consultant or Non-Employee Director
or termination of a Consultant's or non-employee Director's relationship with
the Company as the Committee or the Board deems necessary or appropriate. Such
terms and conditions will be set forth in the option agreements evidencing the
grant of such Stock Options.

0.0.0.19.1. Vesting of Stock Options.

0.0.0.20. Each Stock Option granted pursuant to this Plan may only be
exercised to the extent that the Optionee is vested in such Stock Option. Each
Stock Option shall vest separately in accordance with the option vesting
schedule determined by the Committee or the Board, which will be incorporated in
the option agreement entered into between the Company and such Optionee. The
option vesting schedule may be accelerated if, in the sole discretion of the
Committee or the Board, the acceleration of the option vesting schedule would be
in the best interests the Company.

0.0.0.21. In the event of the dissolution or liquidation of the Company,
each Stock Option granted pursuant to this Plan shall terminate as of a date to
be fixed by the Committee or Board; provided, however, that not less than thirty
(30) days' prior written notice of the date so fixed shall be given to each
Optionee. During such period all Stock Options which have not previously been
terminated, exercised or surrendered will (subject to the provisions of Sections
6.3 and 6.4 of the Plan) fully vest and become exercisable, notwithstanding the
vesting schedule set forth in the option agreement evidencing the grant of such
Stock Option. Upon the date fixed by the Committee or the Board, any unexercised
Stock Options shall terminate and be of no further effect.

0.0.0.22. Upon the occurrence of a Change in Control, all Stock Options
and any associated Stock Appreciation Rights shall become fully vested and
immediately exercisable.

0.0.0.22.1. Manner of Exercise of Stock Options.



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0.0.0.23. Except as otherwise provided in this Plan, Stock Options may
be exercised as to Shares only in amounts and at intervals of time specified in
the written option agreement between the Company and the Optionee. Each exercise
of a Stock Option, or any part thereof, shall be evidenced by a written notice
delivered by the Optionee to the Company. Except as set forth in Section 6.6(c)
of this Plan, the purchase price of the Shares as to which a Stock Option shall
be exercised shall be paid in full at the time of exercise, and may be paid to
the Company either:

0.0.0.23.0.1. in cash (including check, bank draft or money order);

or

0.0.0.23.0.2. by other consideration deemed acceptable by the
Committee or the Board in its sole discretion.

0.0.0.24. If an Optionee delivers Shares (including Shares of Restricted
Stock) already owned by the Optionee in full or partial payment of the exercise
price for any Stock Option, or if the Optionee elects to have the Company retain
that number of Shares out of the Shares being acquired through the exercise of
the Stock Option having a Fair Market Value equal to the exercise price of the
Stock Option being exercised, the Committee or the Board may, in its sole
discretion, authorize the grant of a new Stock Option (a "Reload Option") for
that number of Shares equal to the number of already owned Shares surrendered
(including Shares of Restricted Stock) or newly acquired Shares being retained
by the Company in payment of the option exercise price of the underlying Stock
Option being exercised. The grant of a Reload Option will become effective upon
the exercise of the underlying Stock Option. The option exercise price of the
Reload Option shall be the Fair Market Value of a Share on the effective date of
the grant of the Reload Option. Each Reload Option shall be exercisable no later
than the time when the underlying stock option being exercised could be last
exercised. The Committee or the Board may also specify additional terms,
conditions and restrictions for the Reload Option and the Shares to be acquired
upon the exercise thereof.

0.0.0.25. Either the (i) purchase price of the Shares as to which a
Stock Option shall be exercised or (ii) amount, as determined by the Committee
or the Board, of any federal, state or local tax required to be withheld by the
Company due to the exercise of a Stock Option may, subject to the authorization
of the Committee or the Board, be satisfied, at the election of the Optionee,
either (A) by payment by the Optionee to the Company of the amount of such
withholding obligation in cash or other consideration acceptable to the
Committee or the Board in its sole discretion (the "Non-Share Method") or (B)
through either the retention by the Company of a number of Shares out of the
Shares being acquired through the exercise of the Stock Option or the delivery
of already owned Shares having a Fair Market Value equal to the amount of the
withholding obligation (the "Share Retention Method"). If an Optionee elects to
use the Share Retention Method in full or partial satisfaction of any tax
liability resulting from the exercise of a Stock Option, the Committee or the
Board may authorize the grant of a Reload Option for that number of Shares as
shall equal the number of Shares used to satisfy the tax liabilities of the
Optionee arising out of the exercise of such Stock Option. Such Reload Option
will be granted at the price and on the terms set forth in Section 6.6(b) of
this Plan. The cash payment or an amount equal to the Fair Market Value of the
Shares so withheld, as the case may be, shall be remitted by the Company to the
appropriate taxing authorities.



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0.0.0.26. An Optionee shall not have any of the rights of a stockholder of
the Company with respect to the Shares subject to a Stock Option except to the
extent that such Stock Option is exercised and one or more certificates
representing such Shares shall have been delivered to the Optionee.

SECTION 0.0.0.26.1. RESTRICTED STOCK

0.0.0.26.2. Grants. The Committee or the Board may grant Awards of
Restricted Stock to any Consultant, Non-Employee Director or employee of the
Company or a Subsidiary for such minimum consideration, if any, as may be
required by applicable law or such greater consideration as may be determined by
the Committee or the Board, in its sole discretion. The terms and conditions of
the Restricted Stock shall be specified by the grant agreement. The Committee or
the Board, in its sole discretion, may specify any particular rights which the
Participant to whom a grant of Restricted Stock is made shall have in the
Restricted Stock during the restriction period and the restrictions applicable
to the particular Award, the vesting schedule (which may be based on service,
performance or other factors) and rights to acceleration of vesting (including,
without limitation, whether non-vested Shares are forfeited or vested upon
termination of employment). Further, the Committee or the Board may grant
performance-based Awards consisting of Restricted Stock by conditioning the
grant, or vesting or such other factors, such as the release, expiration or
lapse of restrictions upon any such Award (including the acceleration of any
such conditions or terms) of such Restricted Stock upon the attainment of
specified performance goals or such other factors as the Committee or the Board
may determine. The Committee or the Board shall also determine when the
restrictions shall lapse or expire and the conditions, if any, pursuant to which
the Restricted Stock will be forfeited or sold back to the Company. Each Award
of Restricted Stock may have different restrictions and conditions. Unless
otherwise set forth in the grant agreement, Restricted Stock may not be sold,
pledged, encumbered or otherwise disposed of by the recipient until the
restrictions specified in the Award expire. Awards of Restricted Stock are
subject to acceleration of vesting, termination of restrictions and termination
in the same manner as Stock Options pursuant to Sections 6.4 and 6.5 of this
Plan.

0.0.0.26.3. Awards and Certificates. Any Restricted Stock issued
hereunder may be evidenced in such manner as the Committee or the Board, in its
sole discretion, shall deem appropriate including, without limitation,
book-entry registration or issuance of a stock certificate or certificates. In
the event any stock certificate is issued in respect of Shares of Restricted
Stock, such certificate shall bear an appropriate legend with respect to the
restrictions applicable to such Award. The Company may retain, at its option,
the physical custody of any stock certificate representing any awards of
Restricted Stock during the restriction period or require that the certificates
evidencing Restricted Stock be placed in escrow or trust, along with a stock
power endorsed in blank, until all restrictions are removed or expire.



                                 Page 11 of 19
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SECTION 0.0.0.26.4. DIVIDEND EQUIVALENTS

0.0.0.26.5. Grant of Dividend Equivalents. The Committee is authorized
to grant Dividend Equivalents to Participants, which will entitle such
Participant to receive, on a current or deferred basis and subject to such
conditions as may be imposed by the Committee, cash payments from the Company in
the same amounts (or such lesser fraction of such amounts as may be specifically
set forth in the Dividend Equivalent agreement evidencing such award) that the
holder of record of such number of Shares would be entitled to receive as cash
dividends on such Shares (unless otherwise limited in such agreement). Dividend
Equivalent agreements will specify the expiration date of such Dividend
Equivalents, the number of Shares to which they relate, and such other
conditions as the Committee may impose.

0.0.0.26.6. Payments. The right to a cash payment in respect of a
Dividend Equivalent will apply to all dividends the record date for which occurs
at any time during the period commencing on the date the Dividend Equivalent is
granted and ending on the date such Dividend Equivalent expires or is
terminated, whichever occurs first.

0.0.0.26.7. Related Dividend Equivalents. If a Dividend Equivalent is
granted in conjunction with the grant of a Stock Option, the applicable Dividend
Equivalent agreement will provide that the grantee is entitled to receive from
the Company cash payments, on a current or deferred basis, in the same amounts
(or such lesser fraction of such amounts as may be specifically set forth in the
Dividend Equivalent agreement) that the holder of record of a number of Shares
equal to the number of Shares covered by such Stock Option would be entitled to
receive as dividends on such Shares unless otherwise limited in the Dividend
Equivalent agreement. Such right to a cash payment will apply to, and such
Dividend Equivalent will remain outstanding in respect of, all cash dividends
the record date for which occurs at any time during the period commencing on the
date the related Stock Option is granted and ending on the date that such Stock
Option is exercised, expires or terminates, whichever occurs first.

SECTION 0.0.0.26.8. PERFORMANCE AWARDS



                                 Page 12 of 19
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0.0.0.26.9. Grants. A Performance Award may consist of either or both,
as the Committee or the Board may determine, of (i) the right to receive Shares
or Restricted Stock, or any combination thereof as the Committee or the Board
may determine ("Performance Shares"), or (ii) the right to receive a fixed
dollar amount payable in Shares, Restricted Stock, cash or any combination
thereof, as the Committee or the Board may determine ("Performance Units"). The
Committee or the Board may grant Performance Awards to any eligible Consultant,
non-employee Director or employee of the Company or a Subsidiary, for such
minimum consideration, if any, as may be required by applicable law or such
greater consideration as may be determined by the Committee or the Board, in its
sole discretion. The terms and conditions of Performance Awards shall be
specified at the time of the grant and may include provisions establishing the
performance period, the performance criteria to be achieved during a performance
period, the criteria used to determine vesting (including the acceleration
thereof), whether Performance Awards are forfeited or vest upon termination of
employment during a performance period and the maximum or minimum settlement
values. Each Performance Award shall have its own terms and conditions, which
shall be determined in the sole discretion of the Committee or the Board. If the
Committee or the Board determines, in its sole discretion, that the established
performance measures or objectives are no longer suitable because of a change in
the Company's business, operations, corporate structure or for other reasons
that the Committee or the Board deems satisfactory, the Committee or the Board
may modify the performance measures or objectives and/or the performance period.
Awards of Performance Shares and/or Performance Units are subject to
acceleration of vesting, termination of restrictions and termination in the same
manner as Stock Options pursuant to Sections 6.4 and 6.5 of this Plan.

0.0.0.26.10. Terms and Conditions. Performance Awards may be valued by
reference to the Fair Market Value of a Share or according to any other formula
or method deemed appropriate by the Committee or the Board, in its sole
discretion, including, but not limited to, achievement of specific financial,
production, sales, cost or earnings performance objectives that the Committee or
the Board believes to be relevant or the Company's performance or the
performance of the Common Stock measured against the performance of the market,
the Company's industry segment or its direct competitors. Performance Awards may
also be conditioned upon the applicable Participant remaining in the employ of
the Company or one of its Subsidiaries for a specified period. Performance
Awards may be paid in cash, Shares (including Restricted Stock) or other
consideration, or any combination thereof. Performance Awards may be payable in
a single payment or in installments and may be payable at a specified date or
dates or upon attaining the performance objective or objectives, all at the sole
discretion of the Committee or the Board. The extent to which any applicable
performance objective has been achieved shall be conclusively determined by the
Committee or the Board in its sole discretion.



                                 Page 13 of 19
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SECTION 0.0.0.26.11. STOCK PURCHASE PLAN

0.0.0.26.12. Grant of Stock Purchase Rights. The term "Stock Purchase
Right" means the right to purchase shares of Common Stock and to pay for all or
a portion of the purchase price for such shares through a loan made by the
Company to a Participant (a "Purchase Loan") as set forth in this Section 10.

0.0.0.26.13. Terms of Purchase Loans.

(a) Each Purchase Loan shall be evidenced by a promissory note. The term
of the Purchase Loan shall be a period not to exceed ten years, as determined by
the Committee, and the proceeds of the Purchase Loan shall be used exclusively
by the Participant for purchase of shares of Common Stock at a purchase price
equal to the Fair Market Value on the date of the Stock Purchase Right.

(b) A Purchase Loan shall bear interest at whatever rate the Committee
shall determine (not less than the then existing prime rate as announced by the
Company's lender under the Company's credit facility but not in excess of the
maximum rate permissible under applicable law), payable in a manner and at such
times as the Committee shall determine. Those terms and provisions as the
Committee shall determine shall be incorporated into the promissory note
evidencing the Purchase Loan.

0.0.0.26.14. Security for Loans.

(a) Purchase Loans granted to Participants shall be secured by a pledge
of the shares of Common Stock acquired pursuant to the Stock Purchase Right.
Such pledge shall be evidenced by a pledge agreement (the "Pledge Agreement")
containing such terms and conditions as the Committee shall determine. The
certificates for the shares of Common Stock purchased by a Participant pursuant
to a Stock Purchase Right shall be issued in the Participant's name, but shall
be held by the Company as security for repayment of the Participant's Purchase
Loan together with a stock power executed in blank by the Participant (the
execution and delivery of which by the Participant shall be a condition to the
issuance of the Stock Purchase Right). The Participant shall be entitled to
exercise all rights applicable to such shares of Common Stock, including, but
not limited to, the right to vote such shares of Common Stock and the right to
receive dividends and other distributions made with respect to such shares of
Common Stock.

(b) The Company shall release and deliver to each Participant
certificates for the shares of Common Stock purchased by the Participant under
the Stock Purchase Right and then held by the Company, provided the Participant
has paid or otherwise satisfied in full the balance of the Purchase Loan and any
accrued but unpaid interest thereon. In the event the balance of the Purchase
Loan is not repaid, forgiven or otherwise satisfied within ninety (90) days
after (i) the date repayment of the Purchase Loan is due (whether in accordance
with its term, by reason of acceleration or otherwise), or (ii) such longer time
as the Committee, in its discretion, shall provide for repayment or
satisfaction, the Company shall retain those shares of Common Stock then held by
the Company in accordance with the Pledge Agreement.



                                 Page 14 of 19
<PAGE>



0.0.0.26.15. Restrictions on Transfer. No Stock Purchase Right or shares
of Common Stock purchased through such Right and pledged to the Company as
collateral security for the Participant's Purchase Loan and accrued but unpaid
interest thereon may be otherwise pledged, sold, assigned or transferred (other
than by will or by the laws of descent and distribution).


SECTION 0.0.0.26.16. OTHER AWARDS

The Committee or the Board may grant to any eligible Consultant,
non-employee Director or employee of the Company or a Subsidiary other forms of
Awards based upon, payable in or otherwise related to, in whole or in part,
Shares, if the Committee or the Board, in its sole discretion, determines that
such other form of Award is consistent with the purposes of this Plan. The terms
and conditions of such other form of Award shall be specified in a written
agreement which sets forth the terms and conditions of such Award, including,
but not limited to, the price, if any, and the vesting schedule, if any, of such
Award. Such Awards may be granted for such minimum consideration, if any, as may
be required by applicable law or for such other greater consideration as may be
determined by the Committee or the Board, in its sole discretion.

SECTION 0.0.0.26.17. COMPLIANCE WITH SECURITIES AND OTHER LAWS

As a condition to the issuance or transfer of any Award or any security
issuable in connection with such Award, the Company may require an opinion of
counsel, satisfactory to the Company, to the effect that (a) such issuance
and/or transfer will not be in violation of the Securities Act or any other
applicable securities laws and (b) such issuance and/or transfer will not be in
violation of the rules and regulations of any securities exchange or automated
quotation system on which the Common Stock is listed or admitted to trading.
Further, the Company may refrain from issuing, delivering or transferring any
Award or any security issuable in connection with such Award until the Committee
or the Board has determined that such issuance, delivery or transfer will not
violate such securities laws or rules and regulations and that the recipient has
tendered to the Company any federal, state or local tax owed as a result of such
issuance, delivery or transfer, when the Company has a legal liability to
satisfy such tax. The Company shall not be liable for damages due to delay in
the issuance, delivery or transfer of any Award or any security issuable in
connection with such Award or any agreement, instrument or certificate
evidencing such Award or security for any reason whatsoever, including, but not
limited to, a delay caused by the listing requirements of any securities
exchange or automated quotation system or any registration requirements under
the Securities Act, the Exchange Act, or under any other state or federal law,
rule or regulation. The Company is under no obligation to take any action or
incur any expense to register or qualify the issuance, delivery or transfer of
any Award or any security issuable in connection with such Award under
applicable securities laws or to perfect any exemption from such registration or
qualification or to list any security on any securities exchange or automated
quotation system. Furthermore, the Company will have no liability to any person
for refusing to issue, deliver or transfer any Award or any security issuable in
connection with such Award if such refusal is based upon the foregoing
provisions of this Section 12. As a condition to any issuance, delivery or
transfer of any Award or any security issuable in connection with such Award,
the Company may place legends on any agreement, instrument or certificate
evidencing such Award or security, issue stop transfer orders with respect
thereto and require such agreements or undertakings as the Company may deem
necessary or advisable to assure compliance with applicable laws or regulations,
including, if the Company or its counsel deems it appropriate, representations
from the recipient of such Award or security to the effect that such recipient
is acquiring such Award or security solely for investment and not with a view to
distribution and that no distribution of the Award or the security will be made
unless registered pursuant to applicable federal and state securities laws, or
in the opinion of counsel to the Company, such registration is unnecessary.



                                 Page 15 of 19
<PAGE>



SECTION 0.0.0.26.18. ADJUSTMENTS UPON THE OCCURRENCE OF A REORGANIZATION OR
CORPORATE TRANSACTION

0.0.0.26.19. Reorganization. In the event of a Reorganization, the
number of Shares subject to this Plan and to each outstanding Award, and the
exercise price of each Award which is based upon Shares, shall (to the extent
deemed appropriate by the Committee or the Board) be proportionately adjusted
(as determined by the Committee or the Board in its sole discretion) to account
for any increase or decrease in the number of issued and outstanding Shares of
the Company resulting from such Reorganization.

0.0.0.26.20. Corporate Transaction with the Company as Survivor. If a
Corporate Transaction is consummated and immediately following the consummation
of such Corporate Transaction the Persons who were holders of shares of Common
Stock immediately prior to the consummation of such Corporate Transaction do not
receive any securities or other property (hereinafter collectively referred to
as "Transactional Consideration") as a result of such Corporate Transaction and
substantially all of such Persons continue to hold the shares of Common Stock
held by them immediately prior to the consummation of such Corporate Transaction
(in substantially the same proportions relative to each other), the Awards will
remain outstanding and will (subject to the provisions of Sections 6.1, 6.5(c),
7.1 and 9.1 of this Plan) continue in full force and effect in accordance with
its terms (without any modification) following the consummation of the Corporate
Transaction.


0.0.0.26.21. Corporate Transaction with Company Being Acquired. If a
Corporate Transaction is consummated and immediately following the consummation
of such Corporate Transaction the Persons who were holders of shares of Common
Stock immediately prior to the consummation of such Corporate Transaction do
receive Transactional Consideration as a result of such Corporate Transaction or
substantially all of such Persons do not continue to hold the shares of Common
Stock held by them immediately prior to the consummation of such Corporate
Transaction (in substantially the same proportions relative to each other), the
terms and conditions of the Awards will be modified as follows:

0.0.0.26.0.1. If the documentation pursuant to which a Corporate
Transaction will be consummated provides for the assumption (by the entity
issuing Transactional Consideration to the Persons who were the holders of
shares of Common Stock immediately prior to the consummation of such Corporate
Transaction) of the Awards granted pursuant to this Plan without any
modification or amendment (other than Permitted Modifications and the
modifications contemplated by Sections 6.1, 6.5(c), 7.1 and 9.1 of this Plan),
such Awards will remain outstanding and will continue in full force and effect
in accordance with its terms following the consummation of such Corporate
Transaction (subject to such Permitted Modifications and the provisions of
Sections 6.1, 6.5(c), 7.1 and 9.1 of the Plan).

0.0.0.26.0.2. If the documentation pursuant to which a Corporate
Transaction will be consummated does not provide for the assumption by the
entity issuing Transactional Consideration to the Persons who were the holders
of shares of Common Stock immediately prior to the consummation of such
Corporate Transaction of the Awards granted pursuant to this Plan without any
modification or amendment (other than Permitted Modifications), all vesting
restrictions (performance based or otherwise) applicable to Awards which will
not be so assumed will accelerate and the holders of such Awards may (subject to
the expiration of the term of such Awards) exercise/receive the benefits of such
Awards without regard to such vesting restrictions during the ten (10) day
period immediately preceding the consummation of such Corporate Transaction. For
purposes of the immediately preceding sentence, all performance based goals will
be deemed to have been satisfied in full. The Company will provide each
Participant holding Awards which will not be so assumed with reasonable notice
of the termination of such vesting restrictions and the impending termination of
such Awards. Upon the consummation of such a Corporate Transaction, all
unexercised Awards which are not to be so assumed will automatically terminate
and cease to be outstanding.

Nothing contained in this Section 13 will be deemed to extend the term of an
Award or to revive any Award which has previously lapsed or been cancelled,
terminated or surrendered.



                                 Page 16 of 19
<PAGE>



SECTION 0.0.0.26.0.2.1. AMENDMENT OR TERMINATION OF THIS PLAN

0.0.0.26.0.2.2. Amendment of This Plan. Notwithstanding anything
contained in this Plan to the contrary, all provisions of this Plan (including,
without limitation, the maximum number of Shares that may be issued with respect
to Awards to be granted pursuant to this Plan) may at any time or from time to
time be modified or amended by the Board; provided, however, that no Award at
any time outstanding pursuant to this Plan may be modified, impaired or
cancelled adversely to the holder of the Award without the consent of such
holder.

0.0.0.26.0.2.3. Termination of This Plan. The Board may suspend or
terminate this Plan at any time, and such suspension or termination may be
retroactive or prospective. Termination of this Plan shall not impair or affect
any Award previously granted hereunder and the rights of the holder of the Award
shall remain in effect until the Award has been exercised in its entirety or has
expired or otherwise has been terminated by the terms of such Award.

SECTION 0.0.0.26.0.2.4. AMENDMENTS AND ADJUSTMENTS TO AWARDS

The Committee or the Board may amend, modify or terminate any
outstanding Award with the Participant's consent at any time prior to payment or
exercise in any manner not inconsistent with the terms of this Plan, including,
without limitation, (a) to change the date or dates as of which and/or the terms
and conditions pursuant to which (i) a Stock Option becomes exercisable or (ii)
a Performance Award is deemed earned, (b) to amend the terms of any outstanding
Award to provide an exercise price per share which is higher or lower than the
then current exercise price per share of such outstanding Award or (c) to cancel
an Award and grant a new Award in substitution therefor under such different
terms and conditions as the Committee or the Board determines in its sole
discretion to be appropriate including, but not limited to, having an exercise
price per share which may be higher or lower than the exercise price per share
of the cancelled Award. The Committee or the Board may also make adjustments in
the terms and conditions of, and the criteria included in agreements evidencing
Awards in recognition of unusual or nonrecurring events (including, without
limitation, the events described in Section 13 of this Plan) affecting the
Company, or the financial statements of the Company or any Subsidiary, or of
changes in applicable laws, regulations or accounting principles, whenever the
Committee or the Board determines that such adjustments are appropriate to
prevent reduction or enlargement of the benefits or potential benefits intended
to be made available pursuant to this Plan. Any provision of this Plan or any
agreement regarding an Award to the contrary notwithstanding, the Committee or
the Board may cause any Award granted to be cancelled in consideration of a cash
payment or alternative Award made to the holder of such cancelled Award equal in
value to the Fair Market Value of such cancelled Award. The determinations of
value pursuant to this Section 15 shall be made by the Committee or the Board in
its sole discretion.



                                 Page 17 of 19
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SECTION 0.0.0.26.0.2.5. GENERAL PROVISIONS

0.0.0.26.0.2.6. No Limit on Other Compensation Arrangements. Nothing
contained in this Plan shall prevent the Company from adopting or continuing in
effect other compensation arrangements, and such arrangements may be either
generally applicable or applicable only in specific cases.

0.0.0.26.0.2.7. No Right to Employment or Continuation of Relationship.
Nothing in this Plan or in any Award, nor the grant of any Award, shall confer
upon or be construed as giving any Participant any right to remain in the employ
of the Company or a Subsidiary or to continue as a Consultant or Non-Employee
Director. Further, the Company or a Subsidiary may at any time dismiss a
Participant from employment or terminate the relationship of any Consultant or
non-employee Director with the Company or any Subsidiary, free from any
liability or any claim pursuant to this Plan, unless otherwise expressly
provided in this Plan or in any agreement evidencing an Award made under this
Plan. No Consultant, Non-Employee Director or employee of the Company or any
Subsidiary shall have any claim to be granted any Award, and there is no
obligation for uniformity of treatment of any Consultant, Non-Employee Director
or employee of the Company or any Subsidiary or of any Participants.

0.0.0.26.0.2.8. GOVERNING LAW. THE VALIDITY, CONSTRUCTION AND EFFECT OF
THIS PLAN AND ANY RULES AND REGULATIONS RELATING TO THIS PLAN SHALL BE
DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING
EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.

0.0.0.26.0.2.9. Severability. If any provision of this Plan or any Award
is or becomes or is deemed to be invalid, illegal or unenforceable in any
jurisdiction or as to any individual or Award, or would disqualify this Plan or
any Award under any law deemed applicable by the Committee or the Board, such
provision shall be construed or deemed amended to conform to applicable law, or
if it cannot be construed or deemed amended without, in the sole determination
of the Committee or the Board, materially altering the intent of this Plan or
the Award, such provision shall be stricken as to such jurisdiction, individual
or Award and the remainder of this Plan and any such Award shall remain in full
force and effect.

0.0.0.26.0.2.10. No Fractional Shares. No fractional Shares shall be
issued or delivered pursuant to this Plan or any Award, and the Committee or the
Board shall determine, in its sole discretion, whether cash, other securities or
other property shall be paid or transferred in lieu of any fractional Shares or
whether such fractional Shares or any rights thereto shall be cancelled,
terminated or otherwise eliminated.



                                 Page 18 of 19
<PAGE>



0.0.0.26.0.2.11. Headings. Headings are given to the Sections and
Subsections of this Plan solely as a convenience to facilitate reference. Such
headings shall not be deemed in any way material or relevant to the construction
or interpretation of this Plan or any provision thereof.

0.0.0.26.0.2.12. Effective Date. The provisions of this Plan that relate to
the grant of Incentive Stock Options shall be effective as of the date of the
approval of this Plan by the stockholders of the Company.

0.0.0.26.0.2.13. Transferability of Awards. Awards shall not be
transferable otherwise than by will or the laws of descent and distribution
without the written consent of the Committee or the Board (which may be granted
or withheld at the sole discretion of the Committee or the Board). Awards may be
exercised, during the lifetime of the holder, only by the holder. Any attempted
assignment, transfer, pledge, hypothecation or other disposition of an Award
contrary to the provisions hereof, or the levy of any execution, attachment or
similar process upon an Award shall be null and void and without effect.

0.0.0.26.0.2.14. Rights of Participants. Except as hereinbefore
expressly provided in this Plan, any Person to whom an Award is granted shall
have no rights by reason of any subdivision or consolidation of stock of any
class or the payment of any stock dividend or any other increase or decrease in
the number of shares of stock of any class or by reason of any dissolution,
liquidation, reorganization, merger or consolidation or spinoff of assets or
stock of another corporation, and any issue by the Company of shares of stock of
any class or securities convertible into shares of stock of any class shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
number or exercise price of Shares subject to an Award.

0.0.0.26.0.2.15. No Limitation Upon the Rights of the Company. The grant
of an Award pursuant to this Plan shall not affect in any way the right or power
of the Company to make adjustments, reclassifications, or changes of its capital
or business structure; to merge, convert or consolidate; to dissolve or
liquidate; or sell or transfer all or any part of its business or assets.

0.0.0.26.0.2.16. Date of Grant of an Award. Except as noted in this
Section 16.11, the granting of an Award shall take place only upon the execution
and delivery by the Company and the Participant of a written agreement and
neither any other action taken by the Committee or the Board nor anything
contained in this Plan or in any resolution adopted or to be adopted by the
Committee, the Board or the stockholders of the Company shall constitute the
granting of an Award pursuant to this Plan. Solely, for purposes of determining
the Fair Market Value of the Shares subject to an Award, such Award will be
deemed to have been granted as of the date specified by the Committee or the
Board notwithstanding any delay which may elapse in executing and delivering the
applicable agreement.




                                 Page 19 of 19