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                          THE QUANTUM GROUP, INC.
                           1999 Stock Option Plan


Section 1.     Purpose; Definitions.
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     1.1  Purpose.  The purpose of The Quantum Group, Inc. (the "Company")
1999 Stock Option Plan (the "Plan") is to enable the Company to offer to
its key employees, officers, directors, consultants, advisors and sales
representatives whose past, present and/or potential contributions to the
Company and its Subsidiaries have been, are or will be important to the
success of the Company, an opportunity to acquire a proprietary interest in
the Company.  The various types of long-term incentive awards which may be
provided under the Plan will enable the Company to respond to changes in
compensation practices, tax laws, accounting regulations and the size and
diversity of its business.

     1.2  Definitions.  For purposes of the Plan, the following terms shall
be defined as set forth below:

          (a)  "Agreement" means the agreement between the Company and the
Holder setting forth the terms and conditions of an award under the Plan.

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

          (c)  "Code" means the Internal Revenue Code of 1986, as amended
from time to time, and any successor thereto and the regulations
promulgated thereunder.

          (d)  "Committee" means the Stock Option Committee of the Board or
any other committee of the Board, which the Board may designate to
administer the Plan or any portion thereof.  If no Committee is so
designated, then all references in this Plan to "Committee" shall mean the
Board.

          (e)  "Common Stock" means the Common Stock of the Company, par
value $.001 per share.

          (f)  "Company" means The Quantum Group, Inc., a corporation
organized under the laws of the State of Nevada.

          (g)  "Deferred Stock" means Stock to be received, under an award
made pursuant to Section 9, below, at the end of a specified deferral
period.

          (h)  "Disability" means disability as determined under procedures
established by the Committee for purposes of the Plan.

          (i)  "Effective Date" means the date set forth in Section 13.1,
below.

          (j)  "Employee" means any employee, director, general partner,
trustee (where the registrant is a business trust), officer or consultant
or advisor.

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          (k)  "Fair Market Value", unless otherwise required by any
applicable provision of the Code or any regulations issued thereunder,
means, as of any given date:  (i) if the Common Stock is listed on a
national securities exchange or quoted on the Nasdaq National Market or
Nasdaq SmallCap Market, the last sale price of the Common Stock in the
principal trading market for the Common Stock on the last trading day
preceding the date of grant of an award hereunder, as reported by the
exchange or Nasdaq, as the case may be; (ii) if the Common Stock is not
listed on a national securities exchange or quoted on the Nasdaq National
Market or Nasdaq SmallCap Market, but is traded in the over-the-counter
market, the closing bid price for the Common Stock on the last trading day
preceding the date of grant of an award hereunder for which such quotations
are reported by the OTC Bulletin Board or the National Quotation Bureau,
Incorporated or similar publisher of such quotations; and (iii) if the fair
market value of the Common Stock cannot be determined pursuant to clause
(i) or (ii) above, such price as the Committee shall determine, in good
faith.

          (l)  "Holder" means a person who has received an award under the
Plan.

          (m)  "Incentive Stock Option" means any Stock Option intended to
be and designated as an "incentive stock option" within the meaning of
Section 422 of the Code.

          (n)  "Nonqualified Stock Option" means any Stock Option that is
not an Incentive Stock Option.

          (o)  "Normal Retirement" means retirement from active employment
with the Company or any Subsidiary on or after age 65.

          (p)  "Other Stock-Based Award" means an award under Section 10,
below, that is valued in whole or in part by reference to, or is otherwise
based upon, Stock.

          (q)  "Parent" means any present or future parent corporation of
the Company, as such term is defined in Section 424(e) of the Code.

          (r)  "Plan" means The Quantum Group, Inc., 1999 Stock Option
Plan, as hereinafter amended from time to time.

          (s)  "Restricted Stock"means Stock, received under an award made
pursuant to Section 8, below, that is subject to restrictions under said
Section 8.

          (t)  "SAR Value" means the excess of the Fair Market Value (on
the exercise date) of the number of shares for which the Stock Appreciation
Right is exercised over the exercise price that the participant would have
otherwise had to pay to exercise the related Stock Option and purchase the
relevant shares.

          (u)  "Stock" means the Common Stock of the Company, par value
$.001 per share.

          (v)  "Stock Appreciation Right" means the right to receive from
the Company, on surrender of all or part of the related Stock Option,
without a cash payment to the Company, a number of shares of Common Stock
equal to the SAR Value divided by the exercise price of the Stock Option.

          (w)  "Stock Option" or "Option" means any option to purchase
shares of Stock which is granted pursuant to the Plan.

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          (x)  "Stock Reload Option" means any option granted under Section
6.3, below, as a result of the payment of the exercise price of a Stock
Option and/or the withholding tax related thereto in the form of Stock
owned by the Holder or the withholding of Stock by the Company.

          (y)  "Subsidiary" means any present or future subsidiary
corporation of the Company, as such term is defined in Section 424(f) of
the Code.

Section 2.     Administration.
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     2.1  Committee Membership.  The Plan shall be administered by the
Board or a Committee.  Committee members shall serve for such terms as the
Board may in each case determine, and shall be subject to removal at any
time by the Board.

     2.2  Powers of Committee.  The Committee shall have full authority,
subject to Section 4, below, to award, pursuant to the terms of the Plan:
(i) Stock Options, (ii) Stock Appreciation Rights, (iii) Restricted Stock,
(iv) Deferred Stock, (v) Stock Reload Options and/or (vi) Other Stock-Based
Awards.  For purposes of illustration and not of limitation, the Committee
shall have the authority (subject to the express provisions of this Plan):

          (a)  to select the officers, key employees, directors,
consultants, advisors and sales representatives of the Company or any
Subsidiary to whom Stock Options, Stock Appreciation Rights, Restricted
Stock, Deferred Stock, Reload Stock Options and/or Other Stock-Based Awards
may from time to time be awarded hereunder.

          (b)  to determine the terms and conditions, not inconsistent with
the terms of the Plan, of any award granted hereunder (including, but not
limited to, number of shares, share price, any restrictions or limitations,
and any vesting, exchange, surrender, cancellation, acceleration,
termination, exercise or forfeiture provisions, as the Committee shall
determine);

          (c)  to determine any specified performance goals or such other
factors or criteria which need to be attained for the vesting of an award
granted hereunder;

          (d)  to determine the terms and conditions under which awards
granted hereunder are to operate on a tandem basis and/or in conjunction
with or apart from other equity awarded under this Plan and cash awards
made by the Company or any Subsidiary outside of this Plan;

          (e)  to permit a Holder to elect to defer a payment under the
Plan under such rules and procedures as the Committee may establish,
including the crediting of interest on deferred amounts denominated in cash
and of dividend equivalents on deferred amounts denominated in Stock;

          (f)  to determine the extent and circumstances under which Stock
and other amounts payable with respect to an award hereunder shall be
deferred which may be either automatic or at the election of the Holder;
and

          (g)  to substitute (i) new Stock Options for previously granted
Stock Options, which previously granted Stock Options have higher option
exercise prices and/or contain other less favorable terms, and (ii) new
awards of any other type for previously granted awards of the same type,
which previously granted awards are upon less favorable terms.

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     2.3  Interpretation of Plan.

          (a)  Committee Authority.  Subject to Section 4 and 12, below,
the Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it
shall, from time to time, deem advisable, to interpret the terms and
provisions of the Plan and any award issued under the Plan (and to
determine the form and substance of all Agreements relating thereto), to
otherwise supervise the administration of the Plan.  Subject to Section 12,
below, all decisions made by the Committee pursuant to the provisions of
the Plan shall be made in the Committee's sole discretion and shall be
final and binding upon all persons, including the Company, its Subsidiaries
and Holders.

          (b)  Incentive Stock Options.  Anything in the Plan to the
contrary notwithstanding, no term or provision of the Plan relating to
Incentive Stock Options (including but limited to Stock Reload Options or
Stock Appreciation rights granted in conjunction with an Incentive Stock
Option) or any Agreement providing for Incentive Stock Options shall be
interpreted, amended or altered, nor shall any discretion or authority
granted under the Plan be so exercised, so as to disqualify the Plan under
Section 422 of the Code, or, without the consent of the Holder(s) affected,
to disqualify any Incentive Stock Option under such Section 422.

Section 3.     Stock Subject to Plan.
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     3.1  Number of Shares.  The total number of shares of Common Stock
reserved and available for distribution under the Plan shall be 200,000
shares.  Shares of Stock under the Plan may consist, in whole or in part,
of authorized and unissued shares or treasury shares.  If any shares of
Stock that have been granted pursuant to a Stock Option cease to be subject
to a Stock Option, or if any shares of Stock that are subject to any Stock
Appreciation Right, Restricted Stock, Deferred Stock award, Reload Stock
Option or Other Stock-Based Award granted hereunder are forfeited or any
such award otherwise terminates without a payment being made to the Holder
in the form of Stock, such shares shall again be available for distribution
in connection with future grants and awards under the Plan.  Only net
shares issued upon a stock-for-stock exercise (including stock used for
withholding taxes) shall be counted against the number of shares available
under the Plan.

     3.2  Adjustment Upon Changes in Capitalization, Etc.  In the event of
any merger, reorganization, consolidation, recapitalization, dividend
(other than a cash dividend), stock split, reverse stock split, or other
change in corporate structure affecting the Stock, such substitution or
adjustment shall be made in the aggregate number of shares reserved for
issuance under the Plan, in the number and exercise price of shares subject
to outstanding Options, in the number of shares and Stock Appreciation
Right price relating to Stock Appreciation Rights, and in the number of
shares and Stock Appreciation Right price relating to Stock Appreciation
Rights, and in the number of shares subject to, and in the related terms
of, other outstanding awards (including but not limited to awards of
Restricted Stock, Deferred Stock, Reload Stock Options and Other Stock-
Based Awards) granted under the Plan as may be determined to be appropriate
by the Committee in order to prevent dilution or enlargement of rights,
provided that the number of shares subject to any award shall always be a
whole number.


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Section 4.     Eligibility.
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     Awards may be made or granted to key employees, officers, directors,
consultants, advisors and sales representatives who are deemed to have
rendered or to be able to render significant services to the Company or its
Subsidiaries and who are deemed to have contributed or to have the
potential to contribute to the success of the Company.  No Incentive Stock
Option shall be granted to any person who is not an employee of the Company
or a Subsidiary at the time of grant.

Section 5.     Required Six-Month Holding Period.
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     Any equity security issued under this Plan may not be sold prior to
six months from the date of the grant of the related award without the
approval of the Company.

Section 6.     Stock Options.
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     6.1  Grant and Exercise.  Stock Options granted under the Plan may be
of two types: (i) Incentive Stock Options and (ii) Nonqualified Stock
Options.  Any Stock Option granted under the Plan shall contain such terms,
not inconsistent with this Plan, or with respect to Incentive Stock
Options, not inconsistent with the Code, as the Committee may from time to
time approve.  The Committee shall have the authority to grant Incentive
Stock Options, Non-Qualified Stock Options, or both types of Stock Options
and which may be granted alone or in addition to other awards granted under
the Plan.  To the extent that any Stock Option intended to qualify as an
Incentive Stock Option does not so qualify, it shall constitute a separate
Nonqualified Stock Option.  An Incentive Stock Option may be granted only
within the ten-year period commencing from the Effective Date and may only
be exercised within ten years of the date of grant or five years in the
case of an Incentive Stock Option granted to an optionee ("10%
Stockholder") who, at the time of grant, owns Stock possessing more than
10% of the total combined voting power of all classes of stock of the
Company.

     6.2  Terms and Conditions.  Stock Options granted under the Plan shall
be subject to the following terms and conditions:

          (a)  Exercise Price.  The exercise price per share of Stock
purchasable under an Incentive Stock Option shall be determined by the
Committee at the time of grant and may not be less than 100% of the Fair
Market Value of the Stock as defined above; provided, however, that the
exercise price of an Incentive Stock Option granted to a 10% Stockholder
shall not be less than 110% of the Fair Market Value of the Stock.  The
exercise price per share of Stock purchasable under any options granted
that are not Incentive Stock Option, shall be determined by the Committee
at the time of grant.

          (b)  Option Term.  Subject to the limitations in Section 6.1,
above, the term of each Stock Option shall be fixed by the Committee.

          (c)  Exercisability.   Stock Options shall be exercisable at such
time or times and subject to such terms and conditions as shall be
determined by the Committee and as set forth in Section 11, below.  If the
Committee provides, in its discretion, that any Stock Option is exercisable
only in installments, i.e., that it vests over time, the Committee may
waive such installment exercise provisions at any time at or after the time
of grant in whole or in part, based upon such factors as the Committee
shall determine.

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          (d)  Method of Exercise.  Subject to whatever installment,
exercise and waiting period provisions are applicable in a particular case,
Stock Options may be exercised in whole or in part at any time during the
term of the Option, by giving written notice of exercise to the Company
specifying the number of shares of Stock to be purchased.  Such notice
shall be accompanied by payment in full of the purchase price, which shall
be in cash or, unless otherwise provided in the Agreement, in shares of
Stock (including Restricted Stock and other contingent awards under this
Plan) or, partly in cash and partly in such Stock, or such other means
which the Committee determines are consistent with the Plan's purpose and
applicable law.  Cash payments shall be made by wire transfer, certified or
bank check or personal check, in each case payable to the order of the
Company; provided, however, that the Company shall not be required to
deliver certificates for shares of Stock with respect to which an Option is
exercised until the Company has confirmed the receipt of good and available
funds in payment of the purchase price thereof.  Payments in the form of
Stock shall be valued at the Fair Market Value of a share of Stock on the
day prior to the date of exercise.  Such payments shall be made by delivery
of stock certificates in negotiable form which are effective to transfer
good and valid title thereto to the Company, free of any liens or
encumbrances.  Subject to the terms of the Agreement, the Committee may, in
its sole discretion, at the request of the Holder, deliver upon the
exercise of a Nonqualified Stock Option a combination of shares of Deferred
Stock and Common Stock; provided that, notwithstanding the provision of
Section 9 of the Plan, such Deferred Stock shall be fully vested and not
subject to forfeiture.  A Holder shall have none of the rights of a
stockholder with respect to the shares subject to the Option until such
shares shall be transferred to the Holder upon the exercise of the Option.

          (e)  Transferability.  Unless otherwise determined by the
Committee, no Stock Option shall be transferable by the Holder other than
by will or by the laws of descent and distribution, and all Stock Options
shall be exercisable, during the Holder's lifetime, only by the Holder.

          (f)  Termination by Reason of Death.  If a Holders' employment by
the Company or a Subsidiary terminates by reason of death, any Stock Option
held by such Holder, unless otherwise determined by the Committee at the
time of grant and set forth in the Agreement, shall be fully vested and may
thereafter be exercised by the legal representative of the estate or by
the legatee of the Holder under the will of the Holder, for a period of one
year (or such other greater or lesser period as the Committee may specify
at grant) from the date of such death or until the expiration of the stated
term of such Stock Option, which ever period is the shorter.

          (g)  Termination by Reason of Disability.  If a Holder's
employment by the Company or any Subsidiary terminates by reason of
Disability, any Stock Option held by such Holder, unless otherwise
determined by the Committee at the time of grant and set forth in the
Agreement, shall be fully vested and may thereafter be exercised by the
Holder for a period of one year (or such other greater or lesser period as
the Committee may specify at the time of grant) from the date of such
termination of employment or until the expiration of the stated term of
such Stock Option, whichever period is the shorter.


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          (h)  Other Termination.  Subject to the provisions of Section
14.3, below, and unless otherwise determined by the Committee at the time
of grant and set forth in the Agreement, if a Holder is an employee of the
Company or a Subsidiary at the time of grant and if such Holder's
employment by the Company or any Subsidiary terminates for any reason other
than death or Disability, the Stock Option shall thereupon automatically
terminate, except that if the Holder's employment is terminated by the
Company or a Subsidiary without cause or due to Normal Retirement, then the
portion of such Stock Option which has vested on the date of termination of
employment may be exercised for the lesser of three months after
termination of employment or the balance of such Stock Option's term.

          (i)  Additional Incentive Stock Option Limitation.  In the case
of an Incentive Stock Option, the aggregate Fair Market Value of Stock
(determined at the time of grant of the Option) with respect to which
Incentive Stock Options become exercisable by a Holder during any calendar
year (under all such plans of the Company and its Parent and Subsidiary)
shall not exceed $100,000.

          (j)  Buyout and Settlement Provisions.  The Committee may at any
time, in its sole discretion, offer to buy out a Stock Option previously
granted, based upon such terms and conditions as the Committee shall
establish and communicate to the Holder at the time that such offer is
made.

          (k)  Stock Option Agreement.  Each grant of a Stock Option shall
be confirmed by and shall be subject to the terms of, the Agreement
executed by the Company and the Holder.

     6.3  Stock Reload Option.  The Committee may also grant to the Holder
(concurrently with the grant of an Incentive Stock Option and at or after
the time of grant in the case of a Nonqualified Stock Option) a Stock
Reload Option up to the amount of shares of Stock held by the Holder for at
least six months and used to pay all or part of the exercise price of an
Option and, if any, withheld by the Company as payment for withholding
taxes.  Such Stock Reload Option shall have an exercise price equal to the
Fair Market Value as of the date of the Stock Reload Option grant.  Unless
the Committee determines otherwise, a Stock Reload Option may be exercised
commencing one year after it is granted and shall expire on the date of
expiration of the Option to which the Reload Option is related.

Section 7.     Stock Appreciation Rights.
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     7.1  Grant and Exercise.  The Committee may grant Stock Appreciation
Rights to participants who have been, or are being granted, Options under
the Plan as a means of allowing such participants to exercise their Options
without the need to pay the exercise price in cash.  In the case of a
Nonqualified Stock Option, a Stock Appreciation Right may be granted either
at or after the time of the grant of such Nonqualified Stock Option.  In
the case of an Incentive Stock Option, a Stock Appreciation Right may be
granted only at the time of the grant of such Incentive Stock Option.

     7.2  Terms and Conditions.  Stock Appreciation Rights shall be subject
to the following terms and conditions:

          (a)  Exercisability.  Stock Appreciation Rights shall be
exercisable as determined by the Committee and set forth in the Agreement,
subject to the limitations, if any, imposed by the Code, with respect to
related Incentive Stock Options.

          (b)  Termination.  A Stock Appreciation Right shall terminate and
shall no longer be exercisable upon the termination or exercise of the
related Stock Option.
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          (c)  Method of Exercise.  Stock Appreciation Rights shall be
exercisable upon such terms and conditions as shall be determined by the
Committee and set forth in the Agreement and by surrendering the applicable
portion of the related Stock Option.  Upon such exercise and surrender, the
Holder shall be entitled to receive a number of Option Shares equal to the
SAR Value divided by the exercise price of the Option.

          (d)  Shares Affected Upon Plan.  The granting of a Stock
Appreciation Rights shall not affect the number of shares of Stock
available under for awards under the Plan.  The number of shares available
for awards under the Plan will, however, be reduced by the number of shares
of Stock acquirable upon exercise of the Stock Option to which such Stock
Appreciation right relates.

Section 8.     Restricted Stock.
--------------------------------
     8.1  Grant.  Shares of Restricted Stock may be awarded either alone or
in addition to other awards granted under the Plan.  The Committee shall
determine the eligible persons to whom, and the time or times at which,
grants of Restricted Stock will be awarded, the number of shares to be
awarded, the price (if any) to be paid by the Holder, the time or times
within which such awards may be subject to forfeiture (the "Restriction
Period"), the vesting schedule and rights to acceleration thereof, and all
other terms and conditions of the awards.

     8.2  Terms and Conditions.  Each Restricted Stock award shall be
subject to the following terms and conditions:

          (a)  Certificates.  Restricted Stock, when issued, will be
represented by a stock certificate or certificates registered in the name
of the Holder to whom such Restricted Stock shall have been awarded.
During the Restriction Period, certificates representing the Restricted
Stock and any securities constituting Retained Distributions (as defined
below) shall bear a legend to the effect that ownership of the Restricted
Stock (and such Retained Distributions), and the enjoyment of all rights
appurtenant thereto, are subject to the restrictions, terms and conditions
provided in the Plan and the Agreement.  Such certificates shall be
deposited by the Holder with the Company, together with stock powers or
other instruments of assignment, each endorsed in blank, which will permit
transfer to the Company of all or any portion of the Restricted Stock and
any securities constituting Retained Distributions that shall be forfeited
or that shall not become vested in accordance with the Plan and the
Agreement.

          (b)  Rights of Holder.  Restricted Stock shall constitute issued
and outstanding shares of Common Stock for all corporate purposes.  The
Holder will have the right to vote such Restricted Stock, to receive and
retain all regular cash dividends and other cash equivalent distributions
as the Board may in its sole discretion designate, pay or distribute on
such Restricted Stock and to exercise all other rights, powers and
privileges of a holder of Common Stock with respect to such Restricted
Stock, with the exceptions that (i) the Holder will not be entitled to
delivery of the stock certificate or certificates representing such
Restricted Stock until the Restriction Period shall have expired and unless
all other vest requirements with respect thereto shall have been fulfilled;
(ii) the Company will retain custody of the stock certificate or
certificates representing the Restricted Stock during the Restriction
Period; (iii) other than regular cash dividends and other cash equivalent
distributions as the Board may in its sole discretion designate, pay or
distribute, the Company will retain custody of all distributions ("Retained

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Distributions") made or declared with respect to the Restricted Stock (and
such Retained Distributions will be subject to the same restrictions, terms
and conditions as are applicable to the restricted Stock) until such time,
if ever, as the Restricted Stock with respect to which such Retained
Distributions shall have been made, paid or declared shall have become
vested and with respect to which the Restriction Period shall have expired;
(iv) a breach of any of the restrictions, terms or conditions contained in
this Plan or the Agreement or otherwise established by the Committee with
respect to any Restricted Stock or Retained Distributions will cause a
forfeiture of such Restricted Stock and any Retained Distributions with
respect thereto.

          (c)  Vesting; Forfeiture.  Upon the expiration of the Restriction
Period with respect to each award of Restricted Stock and the satisfaction
of any other applicable restrictions, terms and conditions (i) all or part
of such Restricted Stock shall become vested in accordance with the terms
of the Agreement, subject to Section 11, below, and (ii) any Retained
Distributions with respect to such Restricted Stock shall become vested to
the extent that the Restricted Stock related thereto shall have become
vested, subject to Section 11, below.  Any such Restricted Stock and
Retained Distributions that do not vest shall be forfeited to the Company
and the Holder shall not thereafter have any rights with respect to such
Restricted Stock and Retained Distributions that shall have been so
forfeited.

Section 9.     Deferred Stock.
------------------------------
     9.1  Grant.  Shares of Deferred Stock may be awarded either alone or
in addition to other awards granted under the Plan.  The Committee shall
determine the eligible persons to whom and the time or times at which
grants of Deferred Stock shall be awarded, the number of shares of Deferred
Stock to be awarded to any person, the duration of the period (the
"Deferral Period") during which, and the conditions under which, receipt of
the shares will be deferred, and all the other terms and conditions of the
awards.

     9.2  Terms and Conditions.  Each Deferred Stock award shall be subject
to the following terms and conditions:

          (a)  Certificates.  At the expiration of the Deferral Period (or
the Additional Deferral Period referred to in Section 9.2 (d) below, where
applicable), shares certificates shall be issued and delivered to the
Holder, or his legal representative, representing the number equal to the
shares covered by the Deferred Stock award.

          (b)  Rights of Holder.  A person entitled to receive Deferred
Stock shall not have any rights of a stockholder by virtue of such award
until the expiration of the applicable Deferral Period and the issuance and
delivery of the certificates representing such Stock.  The shares of Stock
issuable upon expiration of the Deferral Period shall not be deemed
outstanding by the Company until the expiration of such Deferral Period and
the issuance and delivery of such Stock to the Holder.

          (c)  Vesting; Forfeiture.  Upon the expiration of the Deferral
Period with respect to each award of Deferred Stock and the satisfaction of
any other applicable restrictions, terms and conditions all or part of such
Deferred Stock shall become vested in accordance with the terms of the
Agreement, subject to Section 11, below.  Any such Deferred Stock that does
not vest shall be forfeited to the Company and the Holder shall not
thereafter have any rights with respect to such Deferred Stock.

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          (d)  Additional Deferral Period.  A Holder may request to, and
the Committee may at any time, defer the receipt of an award (or an
installment of an award) for an additional specified period or until a
specified event (the "Additional Deferral Period").  Subject to any
exceptions adopted by the Committee, such request must generally be made at
least one year prior to expiration of the Deferral Period for such Deferred
Stock awards (or such installment).

Section 10.    Other Stock-Based Awards.
----------------------------------------
     10.1 Grant and Exercise.  Other Stock-Based Awards may be awarded,
subject to limitations under applicable law, that are denominated or
payable, in value in whole or in part by reference to, or otherwise based
on, or related to, shares of Common Stock, as deemed by the Committee to be
consistent with the purposes of the Plan, including, without limitation,
purchase rights, shares of Common Stock awarded which are not subject to
any restrictions or conditions, convertible or exchangeable debentures, or
other rights convertible into shares of Common Stock and awards valued by
reference to the value of securities of or the performance of specified
subsidiaries.  Other Stock-Based Awards may be awarded either alone or in
addition to or in tandem with any other awards under this Plan or any other
plan of the Company.

     10.2 Eligibility for Other Stock-Based Awards.  The Committee shall
determine the eligible persons to whom and the time or times at which
grants of such other stock-based awards shall be made, the number of shares
of Common Stock to be awarded pursuant to such awards, and all other terms
and conditions of the awards.

     10.3 Terms and Conditions.  Each Other Stock-Based Award shall be
subject to such terms and conditions as may be determined by the Committee
and to Section 11, below.

Section 11.    Accelerated Vesting and Exercisability.
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     If (i) any person or entity other than the Company and/or any
stockholders of the Company as of the Effective Date acquire securities of
the Company (in one or more transactions) having 25% or more of the total
voting power of all the Company's securities then outstanding and (ii) the
Board of Directors of the Company does not authorize or otherwise approve
such acquisition, then, the vesting periods of any and all Options and
other awards granted and outstanding under the Plan shall be accelerated
and all such Options and awards will immediately and entirely vest, and the
respective holders thereof will have the immediate right to purchase and/or
receive any and all Stock subject to such Options and awards on the terms
set forth in this Plan and the respective agreements respecting such
Options and awards.

Section 12.    Amendment and Termination.
-----------------------------------------
     Subject to Section 4 hereof, the Board may at any time, and from time
to time, amend, alter, suspend or discontinue any of the provisions of the
Plan, but no amendment, alteration, suspension or discontinuance shall be
made which would impair the rights of a Holder under any Agreement
theretofore entered into hereunder, without the Holder's consent.

Section 13.    Term of Plan.
----------------------------
     13.1 Effective Date.  The Plan shall be effective as of November 18,
1999. ("Effective Date").

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     13.2 Termination Date.  Unless terminated by the Board, this Plan
shall continue to remain effective until such time no further awards may be
granted and all awards granted under the Plan are no longer outstanding.
Notwithstanding the foregoing, grants of Incentive Stock Options may only
be made during the ten-year period following the Effective Date.

Section 14.    General Provisions.
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     14.1 Written Agreements.  Each award granted under the Plan shall be
confirmed by, and shall be subject to the terms of the Agreement executed
by the Company and the Holder.  The Committee may terminate any award made
under the Plan if the Agreement relating thereto is not executed and
returned to the Company within 10 days after the Agreement has been
delivered to the Holder for his or her execution.

     14.2 Unfunded Status of Plan.  The Plan is intended to constitute an
"unfunded" plan for incentive and deferred compensation.  With respect to
any payments not yet made to a Holder by the Company, nothing contained
herein shall give any such Holder any rights that are greater than those of
a general creditor of the Company.

     14.3 Employees.

          (a)  Engaging in Competition With the Company.  In the event a
Holder's employment with the Company or a Subsidiary is terminated for any
reason whatsoever, and within one year after the date thereof such Holder
accepts employment with any competitor of, or otherwise engages in
competition with, the Company, the Committee, in its sole discretion, may
require such Holder to return to the Company the economic value of any
award which was realized or obtained by such Holder at any time during the
period beginning on that date which is six months prior to the date of such
Holder's termination of employment with the Company.

          (b)  Termination for Cause.  The Committee may, in the event a
Holder's employment with the company or a Subsidiary is terminated for
cause, annul any award granted under this Plan to return to the  Company
the economic value of any award which was realized or obtained by such
Holder at any time during the period beginning on that date which is six
months prior to the date of such Holder's termination of employment with
the Company.

          (c)  No Right of Employment.  Nothing contained in the Plan or in
any award hereunder shall be deemed to confer upon any Holder who is an
employee of the Company or any Subsidiary any right to continued employment
with the Company or any Subsidiary, nor shall it interfere in any way with
the right of the Company or any Subsidiary to terminate the employment of
any Holder who is an employee at any time.

     14.4 Investment Representations.  The Committee may require each
person acquiring shares of Stock pursuant to a Stock Option or other award
under the Plan to represent to and agree with the Company in writing that
the Holder is acquiring the shares for investment without a view to
distribution thereof.

     14.5 Additional Incentive Arrangements.  Nothing contained in the Plan
shall prevent the Board from adopting such other or additional incentive
arrangements as it may deem desirable, including, but not limited to, the
granting of Stock Options and the awarding of stock and cash otherwise than
under the Plan; and such arrangements may be either generally applicable or
applicable only in specific cases.


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     14.6 Withholding Taxes.  Not later than the date as of which an amount
must first be included in the gross income of the Holder for Federal income
tax purposes with respect to any option or other award under the Plan, the
Holder shall pay to the Company, or made arrangements satisfactory to the
Committee regarding the payment of, any Federal, state and local taxes of
any kind required by law to be withheld or paid with respect to such
amount.  If permitted by the Committee, tax withholding or payment
obligations may be settled with Common Stock, including Common Stock that
is part of the award that gives rise to the withholding requirement.  The
obligations of the Company under the Plan shall be conditioned upon such
payment or arrangements and the Company or the Holder's employer (if not
the Company) shall, to the extent permitted by law, have the right to
deduct  any such taxes from any payment of any kind otherwise due to the
Holder from the Company or any Subsidiary.

     14.7 Governing Law.  The Plan and all awards made and actions taken
thereunder shall be governed by and construed in accordance with the laws
of the State of Nevada (without regard to choice of law provisions).

     14.8 Other Benefit Plans.  Any award granted under the Plan shall not
be deemed compensation for purposes of computing benefits under any
retirement plan of the Company or any Subsidiary and shall not affect any
benefits under any other benefit plan now or subsequently in effect under
which the availability or amount of benefits is related to the level of
compensation (unless required by specific reference in any such other plan
to awards under this Plan).

     14.9 Non-Transferability.  Except as otherwise expressly provided in
the Plan, no right or benefit under the Plan may be alienated, sold,
assigned, hypothecated, pledged, exchanged, transferred, encumbranced or
charged, and any attempt to alienate, sell, assign, hypothecate, pledge,
exchange, transfer, encumber or charge the same shall be void.

     14.10     Applicable Laws.  The obligations of the Company with
respect to all Stock Options and awards under the Plan shall be subject to
(i) all applicable laws, rules and regulations and such approvals by any
governmental agencies as may be required, including, without limitation,
the Securities Act of 1933, as amended, and (ii) the rules and regulations
of any securities exchange on which the Stock may be listed.

     14.11     Conflicts.  If any of the terms or provisions of the Plan or
an Agreement (with respect to Incentive Stock Options) conflict with the
requirements of Section 422 of the Code, then such terms or provisions
shall be deemed inoperative to the extent they so conflict with the
requirements of said Section 422 of the Code.  Additionally, if this Plan
or any Agreement does not contain any provision required to be included
herein under Section 422 of the Code, such provision shall be deemed to be
incorporated herein and therein with the same force and effect as if such
provision had been set out at length herein and therein.  If any of the
terms or provision of any Agreement conflict with any terms or provision of
the Plan, then such terms or provision shall be deemed inoperative to the
extent they so conflict with the requirements of the Plan.  Additionally,
if any Agreement does not contain any provision required to be included
therein under the Plan, such provision shall be deemed to be incorporated
therein with the same force and effect as if such provision had been set
out at length therein.

     14.12     Non-Registered Stock.  The shares of Stock to be distributed
under this Plan have not been, as of the Effective Date, registered under
the Securities Act of 1933, as amended, or any applicable state or foreign
securities laws and the Company has no obligation to any Holder to register
the Stock or to assist the Holder in obtaining an exemption from the
various registration requirements, or to list the Stock on a national
securities exchange.             12 </Page>