Exhibit 10.1

                          BLACK WARRIOR WIRELINE CORP.
                           1997 OMNIBUS INCENTIVE PLAN


Section 1.        Purpose

                  The purposes of this Black Warrior Wireline Corp. 1997 Omnibus
Incentive Plan (the "Plan") are to encourage selected employees of Black Warrior
Wireline Corp., a Delaware corporation (together with any successor thereto, the
"Company")  and its  Affiliates  (as  defined  below) to  acquire a  proprietary
interest in the growth and performance of the Company,  to generate an increased
incentive to contribute to the Company's  future  success and  prosperity,  thus
enhancing the value of the Company for the benefit of its  shareholders,  and to
enhance  the ability of the  Company  and its  Affiliates  to attract and retain
qualified  individuals  upon whom, in large  measure,  the  sustained  progress,
growth, and profitability of the Company depend.


Section 2.        Definitions

                  As used in the  Plan,  the  following  terms  shall  have  the
meanings set forth below:

                  (a)  "Affiliate"  shall mean (i) any entity  that  directly or
through one or more  intermediaries,  is  controlled by the Company and (ii) any
entity in which the Company has a significant equity interest,  as determined by
the Committee.

                  (b) "Award" shall mean any Option,  Stock Appreciation  Right,
Restricted Stock, Restricted Stock Unit, Performance Award, Dividend Equivalent,
or other Stock Award or Stock-Based Award granted under the Plan.

                  (c)  "Award   Agreement"  shall  mean  a  written   agreement,
contract,  or other instrument or document evidencing an Award granted under the
Plan.

                  (d) "Board" shall mean the Board of Directors of the Company.

                  (e) "Code"  shall mean the Internal  Revenue Code of 1986,  as
amended from time to time.

                  (f) "Committee" shall mean a committee of the Board designated
by the Board to administer the Plan and composed of not less than two directors,
each of whom is a "disinterested person" within the meaning of Rule 16b-3.

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                  (g) "Dividend  Equivalent"  shall mean any right granted under
Section 6(d) of the Plan.

                  (h) "Fair  Market  Value" shall  mean,  with  respect  to  any
property (including,  without limitation,  any Shares or other securities),  the
fair market value of such  property  determined by such methods or procedures as
shall be established from time to time by the Committees.

                  (i)  "Incentive  Stock  Option"  shall mean an option  granted
under Section 6(a) of the Plan that meets the requirements of Section 422 of the
Code or any successor provision thereto.

                  (j) "Key Employee"  shall mean any officer,  director or other
key employee who is a regular  full-time  employee of the Company or its present
and future Affiliates.

                  (k) "Non-Qualified  Stock Option" shall mean an option granted
under Section 6(a) of the Plan that is not an Incentive Stock Option.

                  (l)  "Option"  shall  mean  an  Incentive  Stock  Option  or a
Non-Qualified Stock Option.

                  (m)  "Participant"  shall  mean a Key  Employee  who has  been
granted an Award under the Plan.

                  (n)  "Performance  Award" shall mean any right  granted  under
Section 6(f) of the Plan.

                  (o)   "Person"   shall  mean  any   individual,   corporation,
partnership,    association,    joint-stock   company,   trust,   unincorporated
organization, or government or political subdivision thereof.

                  (p)  "Released  Securities"  shall mean  securities  that were
Restricted  Securities  with respect to which all applicable  restrictions  have
expired, lapsed, or been waived.

                  (q) "Restricted Securities" shall mean Restricted Stock or any
other  Award  under  which  issued and  outstanding  Shares are held  subject to
restrictions imposed by the terms of the Award.

                  (r)  "Restricted  Stock" shall mean any Shares  granted  under
Section 6(c) of the Plan.

                  (s) "Restricted Stock Unit" shall mean any right granted under
Section 6(c) of the Plan that is denominated in Shares.

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                  (t) "Rule  16b-3"  shall  mean Rule 16b-3  promulgated  by the
Securities and Exchange Commission under the Securities Exchange Act of 1934, as
amended, or any successor rule or regulation thereto.

                  (u) "Shares" shall mean the common stock of the Company, $0.01
par value,  and such other  securities  or property as may become the subject of
Awards pursuant to an adjustment made under Section 4(b) of the Plan.

                  (v) "Stock  Appreciation  Right" shall mean any right  granted
under Section 6(b) of the Plan.

                  (w) "Stock Award" shall mean an Award of an Option, Restricted
Stock, or other right or security consisting of or convertible into Shares.

                  (x)  "Stock-Based  Award"  shall  mean  an  Award  of a  Stock
Appreciation Right,  Dividend Equivalent,  Restricted Stock Unit or other right,
the value of which is determined by reference to Shares.

                  (y) "Tandem Option" shall mean a  Non-Qualified  Option issued
in tandem with a Stock Appreciation Right.


Section 3.        Administration

                  (a) Generally.  The Plan shall be  administered  by the Board,
or, if appointed,  the Committee (herein, unless the context otherwise requires,
the Board or the  Committee,  if  appointed,  is referred to as the  Committee).
Unless   otherwise   expressly   provided   in  the  Plan,   all   designations,
determinations, interpretations and other decisions under or with respect to the
Plan or any Award shall be within the sole  discretion of the Committee,  may be
made at any time, and shall be final, conclusive,  and binding upon all Persons,
including the Company, any Affiliate, any Participant, any holder or beneficiary
of any  Award,  any  Shareholder,  and any  employee  of the  Company  or of any
Affiliate.

                  (b)  Powers.  Subject to the terms of the Plan and  applicable
law,  the  Committee  shall have full  power and  authority  to:  (i)  designate
Participants;  (ii)  determine the type or types of Awards to be granted to each
Participant  under the Plan;  (iii) determine the number of Shares to be covered
by (or with  respect  to which  payments,  rights  or  other  matters  are to be
calculated in connection  with) Awards;  (iv) determine the terms and conditions
of  any  Award;  (v)  determine   whether,   to  what  extent,  and  under  what
circumstances  Awards may be settled or exercised in cash, Shares, other Awards,
or other  property,  or canceled,  forfeited,  or


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suspended, and the method or methods by which Awards may be settled,  exercised,
canceled,  forfeited, or suspended;  (vi) determine whether, to what extent, and
under what circumstances cash, Shares, other Awards,  other property,  and other
amounts payable with respect to an Award under the Plan shall be deferred; (vii)
interpret and administer the Plan and any instruments or agreements relating to,
or Awards made under, the Plan; (viii) establish,  amend, suspend, or waive such
rules and regulations  and appoint such agents as it shall deem  appropriate for
the proper administration of the Plan; and (ix) make any other determination and
take any other action that the  Committee  deems  necessary or desirable for the
administration of the Plan.

                  (c)  Reliance,  Indemnification.   The  Committee  may  employ
attorneys,  consultants,  accountants  or other persons and the  Committee,  the
Company  and its  officers  and  directors  shall be  entitled  to rely upon the
advice,  opinions or valuations of any such persons.  No member of the Committee
shall be personally liable for any action, determination or interpretation taken
or made in good faith with respect to the Plan, or Awards made  thereunder,  and
all members of the  Committee  shall be fully  indemnified  and protected by the
Company in respect of any such action, determination or interpretation.


Section 4.        Shares Available for Awards

                  (a) Shares Available.  Subject  to  adjustment as  provided in
Section 4(b):

                  (i) Limitation on Number of Shares.  Awards issuable under the
Plan are limited  such that the  maximum  aggregate  number of Shares  which may
issued  pursuant to, or by reason of, Stock  Awards and  Stock-Based  Awards are
600,000.  To the extent that an Award ceases to remain  outstanding by reason of
termination of rights granted  thereunder,  forfeiture or otherwise,  the Shares
subject to such Award shall again become available for Award under the Plan.

                  (ii)  Accounting  for Awards.  For purposes of this Section 4,
for any Award which is denominated in, or with respect to, Shares, the number of
Shares covered by such Award,  or to which such Award relates,  shall be counted
on the date of grant of such  Award  against  the  aggregate  number  of  Shares
available for granting  Awards under the Plan;  provided,  however,  that Awards
that  operate  in  tandem  with  (whether  granted  simultaneously  with or at a
different time from), or that are  substituted  for, other Awards may be counted
or not  counted  under  procedures  adopted by the  Committee  in order to avoid
double  counting.  Any Shares that are delivered by the Company  pursuant to any
Award,  and any  Awards  that are  granted  by, or become  obligations  of,  the
Company,  through  the  assumption  by the  Company  or an  Affiliate  of, or in
substitution for,  outstanding  awards previously granted by an acquired company
shall be counted  against the Shares  available  for  granting  Awards under the
Plan.

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                      (iii) Sources  of  Shares  Deliverable  Under  Awards. Any
Shares  delivered  pursuant  to an Award may  consist,  in whole or in part,  of
authorized and unissued Shares or of treasury Shares.

                  (b)  Adjustments.  In  the  event  that  the  Committee  shall
determine that any (i) subdivision or consolidation of Shares,  (ii) dividend or
other distribution  (whether in the form of cash, Shares,  other securities,  or
other  property),  (iii)  recapitalization  or other  capital  adjustment of the
Company or (iv) merger,  consolidation or other reorganization of the Company or
other rights to purchase  Shares or other  securities  of the Company,  or other
similar  corporate  transaction  or  event,  affects  the  Shares  such  that an
adjustment is determined by the Committee to be  appropriate in order to prevent
dilution or  enlargement  of the benefits or potential  benefits  intended to be
made available  under the Plan,  then the Committee  shall, in such manner as it
may deem  equitable,  adjust any or all of (x) the number and type of Shares (or
other  securities  or  property)  which  thereafter  may be made the  subject of
Awards,  (y) the  number and type of Shares (or other  securities  or  property)
subject to outstanding  Awards, and (z) the grant,  purchase,  or exercise price
with respect to any Award or, if deemed  appropriate,  make provision for a cash
payment to the holder of an outstanding Award; provided,  however, in each case,
that with respect to Awards of Incentive Stock Options no such adjustment  shall
be authorized to the extent that such adjustment would cause the Plan to violate
Section  422 of the  Code or any  successor  provisions  thereto;  and  provided
further,  however, that the number of Shares subject to any Award denominated in
Shares shall always be a whole number.


Section 5.        Eligibility

                  Awards may be granted only to Key  Employees.  In  determining
the  employees to whom Awards shall be granted and the number of shares or units
to be covered by each Award, the Committee shall take into account the nature of
employees' duties,  their present and potential  contributions to the success of
the Company and such other factors as it shall deem relevant in connection  with
accomplishing  the  purposes  of  the  Plan.  A  Director  of the  Company  or a
subsidiary who is not also a regular full-time  employee will not be eligible to
receive an Award.  A Key  Employee who has been granted an Award or Awards under
the  Plan  may be  granted  an  additional  Award  or  Awards,  subject  to such
limitations  as may be  imposed  by the  Code on the  grant of  Incentive  Stock
Options.  No member of the Committee shall be eligible to receive an Award under
the Plan.


Section 6.        Awards

                  (a)  Options.  The  Committee  is hereby  authorized  to grant
Options to  Participants  with the following  terms and conditions and with such
additional  terms and  conditions,  in  either  case not  inconsistent  with the
provisions of the Plan, as the Committee shall determine:


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                        (i) Exercise   Price.   The   purchase   price per Share
purchasable  under a  Non-Qualified  Stock  Option  shall be  determined  by the
Committee;  provided,  however,  that such purchase price shall not be less than
the  lower of (x) 100% of Fair  Market  Value of a Share on the date of grant of
such  Non-Qualified  Stock  Option or (y) 85% of Fair Market Value of a Share on
the  date of  exercise.  The  purchase  price  per  Share  purchasable  under an
Incentive Stock Option shall not be less than 100% of the Fair Market Value of a
Share on the date of grant of such Incentive Stock Option.

                       (ii) Option  Term.  The term of each  Non-Qualified Stock
Option shall be fixed by the Committee  but generally  shall not exceed 10 years
from the date of grant.  The term of each  Incentive  Stock  Option  shall in no
event be more than 10 years from the date of grant.

                      (iii) Time and Method of  Exercise.  The  Committee  shall
determine  the time or times at which an Option may be  exercised in whole or in
part,  and the  method or methods  by which,  and the form or forms  (including,
without limitation, cash, Shares, outstanding Awards or other consideration,  or
any combination  thereof,  having a Fair Market Value on the exercise date equal
to the relevant option price) in which, payment of the option price with respect
thereto may be made or deemed to have been made.

                       (iv) Early  Termination.  The unexercised  portion of any
option  granted under the Plan will generally be terminated (a) thirty (30) days
after the date on which  the  Participant's  employment  is  terminated  for any
reason other than (i) cause, (ii) mental or physical disability, or (iii) death;
(b) immediately upon the termination of the Participant's  employment for cause;
(c)  three  months  after  the date on which  the  Participant's  employment  is
terminated by reason of retirement or mental or physical  disability,  or (d)(i)
12 months after the date on which the Participant's  employment is terminated by
reason of the death of the  employee,  or (ii)  three  months  after the date on
which the Participant shall die if such death shall occur during the three-month
period  following the termination of the  Participant's  employment by reason of
retirement or mental or physical disability.

                        (v) Incentive Stock Options.  All terms of any Incentive
Stock  Option  granted  under the Plan  shall  comply in all  respects  with the
provisions of Section 422 of the Code, or any successor  provision thereto,  and
any regulations promulgated thereunder.

                  (b) Stock Appreciation  Rights. The Committee is authorized to
grant Stock  Appreciation  Rights to  Participants.  Subject to the terms of the
Plan and any applicable Award Agreement,  a Stock Appreciation Right grant under
the Plan shall confer upon the holder  hereof a right to receive,  upon exercise
thereof,  an amount in cash equal of the excess of (i) the Fair Market  Value of
one Share on the date of exercise  over (ii) the Fair Market  Value of one share
on the date of grant of the Stock  Appreciation  Right.  Subject to the terms of
the Plan and any

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applicable Award Agreement, the grant price, term, methods of exercise,  methods
of  settlement,  and any other terms and  conditions  of any Stock  Appreciation
Right shall be as  determined  by the  Committee.  The Committee may impose such
conditions or restrictions on the exercise of any Stock Appreciation Right as it
may deem  appropriate,  including,  but not  limited  to the  following:  (i) no
aggregate  payment by the Company  during any fiscal  year upon the  exercise of
Stock Appreciation  Rights may exceed $250,000 without Board approval and (ii) a
Participant may not exercise a Stock  Appreciation Right if the aggregate amount
to be received as a result of his or her exercise of Stock  Appreciation  Rights
in the  preceding  12-month  periods  exceeds  such  Participant's  current base
salary.

                  (c) Restricted Stock and Restricted Stock Units. The Committee
is hereby  authorized to grant Awards of Restricted  Stock and Restricted  Stock
Units to Participants  subject to such  restrictions as the Committee may impose
(including,  without limitation,  any limitation on the right to vote a Share of
Restricted  Stock or the  right  to  receive  any  dividend  or  other  right or
property),  which  restrictions  may lapse  separately or in combination at such
time or times,  in such  installments  or  otherwise,  as the Committee may deem
appropriate but not inconsistent with the provisions of the Plan:

                        (i) Registration.  Any Restricted  Stock  granted  under
the  Plan  may  be  evidenced  in  such  a  manner  as the  Committee  may  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  granted  under the Plan,  such
certificate shall be registered in the name of the Participant and shall bear an
appropriate  legend  referring  to  the  terms,  conditions,   and  restrictions
applicable to such Restricted Stock.

                       (ii) Forfeiture.  Except as otherwise determined  by  the
Committee,   upon  termination  of  employment  (as  determined  under  criteria
established by the  Committee) for any reason during the applicable  restriction
period,  all Shares of Restricted Stock and all Restricted Stock Units still, in
either case,  subject to restriction shall be forfeited to and reacquired by the
Company; provided,  however, that the Committee may, when it finds that a waiver
would be in the best interests of the Company, waive in whole, or in part any or
all  remaining  restrictions  with  respect  to  Shares of  Restricted  Stock or
Restricted Stock Units.

                      (iii) Lapse  of    Restrictions.    Unrestricted   Shares,
evidenced  in such  manner as the  Committee  shall deem  appropriate,  shall be
delivered to the holder of Restricted Stock promptly after such Restricted Stock
shall become Released Securities.

                  (d) Dividend  Equivalents.  The Committee is hereby authorized
to grant  Awards to  Participants  under  which  the  holders  thereof  shall be
entitled to receive payments equivalent to dividends with respect to a number of
Shares and payable on such date or dates as determined by the Committee, and the
Committee  may provide  that such  amounts (if any) shall be deemed to have been
reinvested in additional Shares or otherwise reinvested. Subject to the

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terms of the Plan and any applicable Award Agreement,  such Awards may have such
terms and conditions as the Committee shall determine.

                  (e) Other Awards. The Committee is hereby  authorized,  to the
extent  permitted  under Rule 16b-3 and applicable law, to grant to participants
such other Awards that are denominated or payable in, valued in whole or in part
by reference to, or otherwise based on or related to, Shares (including, without
limitation,  securities convertible into Shares), as are deemed by the Committee
to be consistent with the purposes of the Plan. Subject to the terms of the Plan
and any applicable Award Agreement,  the Committee shall determine the terms and
conditions of such Awards. Shares or other securities delivered to a Participant
pursuant to a purchase  right granted under this Section 6(e) shall be purchased
for such consideration,  which may be paid by such method or methods and in such
form or forms, including,  without limitation, cash, Shares, outstanding Awards,
or other  consideration,  or any  combination  thereof,  as the Committee  shall
determine.  The value of the consideration  paid for Shares and other securities
delivered  to a  Participant  under this Section  6(e),  as  established  by the
Committee,  shall not be less than the Fair Market Value of such Shares or other
securities as of the date such purchase right is granted.

                  (f) Performance  Awards. The Committee is hereby authorized to
grant Performance  Awards to Participants.  Subject to the terms of the Plan and
any applicable Award Agreement,  a Performance  Award granted under the Plan (i)
may be denominated as a Stock Award or a Stock-Based  Award and payable in cash,
Shares,  other  securities or other property and (ii) shall confer on the holder
thereof  rights  valued  as  determined  by the  Committee  and  payable  to, or
exercisable by, the holder of the  Performance  Award, in whole or in part, upon
the achievement of such performance goals and during such performance periods as
the  Committee  shall  establish.  Subject  to the  terms  of the  Plan  and any
applicable  Award  Agreement,  the  performance  goals to be achieved during any
performance  period, the length of any performance period, and the amount of any
payment or  transfer  to be made  pursuant  to any  Performance  Award  shall be
determined by the Committee.

                  (g)      General.

                        (i) No  Cash  Consideration  for  Awards.  Awards  shall
be granted for no cash  consideration or such minimal cash  consideration as may
be required by applicable law.

                       (ii)  Awards  May  Be  Granted  Separately  or  Together.
Awards may, in the  discretion of the  Committee,  be granted either alone or in
addition to, in tandem with, or in substitution for any other Award or any award
granted under any other plan of the Company or any Affiliate.  Awards granted in
addition to or in tandem with other Awards,  or in addition to or in tandem with
awards  granted  under any other plan of the  Company or any  Affiliate,  may be
granted either at the same time as or at a different time from the grant of such
other Awards or awards; provided, that any Tandem Option shall be subject to the
following  provisions:  upon


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exercise of an Option issued as part of a Tandem Option,  the Participant  shall
be entitled to a credit toward the option  exercise  price equal to the value of
the Stock  Appreciation  Rights issued in tandem with the Option exercised,  but
not in an amount  that  would  exceed  the  amount  of the  federal  income  tax
deduction  allowed to the Company in respect to such Stock  Appreciation  Rights
and not in an amount which would reduce the amount of the Participant's  payment
below the par value of the Shares subject to the Option. Upon such exercise of a
Tandem  Option,  the related Stock  Appreciation  Right shall  terminate and the
value of such Stock Appreciation Right shall be limited to such credit. Upon the
exercise of a Stock  Appreciation  Right issued as part of a Tandem Option,  the
Option  to which  such  Stock  Appreciation  right  relates  shall  crease to be
exercisable  to the  extent of the  number of Shares  with  respect to which the
Stock Appreciation Right was exercised.

                      (iii) Forms  of  Payment  Under  Awards.  Subject  to  the
terms of the Plan and of any applicable Award Agreement,  payment or transfer to
be made by the  Company or an  Affiliate  upon the grant or exercise of an Award
may be made in such form or forms as the Committee shall  determine,  including,
without  limitation,  cash,  Shares,  other  securities,  other Awards, or other
property,  or any  combination  thereof,  and may be made in a single payment or
transfer,  in  installments,  or on a deferred basis, in each case in accordance
with  rules  and  procedures  established  by  the  Committee.  Such  rules  and
procedures  may  include,  without  limitation,  provisions  for the  payment or
crediting or  reasonable  interest on  installment  or deferred  payments or the
grant of  crediting  of  Dividend  Equivalents  in  respect of  installments  or
deferred payments denominated in Shares or other securities.

                       (iv)  Limits on Transfer of Awards.  No Award (other than
Released  Securities),  and no right under any such Award,  shall be assignable,
alienable,  saleable, or transferable by a Participant otherwise than by will or
by the  laws of  descent  and  distribution  (or,  on the  case of an  Award  of
Restricted  Securities,  to  the  Company);   provided,  however,  that,  if  so
determined by the Committee, a Participant may, in the manner established by the
Committee,  designate a beneficiary or  beneficiaries  to exercise the rights of
the Participant, and to receive any property distributable,  with respect to any
Award upon the death of the  Participant.  Each Award,  and each right under any
Award,  shall be exercisable,  during the  Participant's  lifetime,  only by the
Participant  or, if permissible  under  applicable law with respect to any Award
that is not an Incentive Stock Option,  by the  Participant's  guardian or legal
representative.  No award (other than Released  Securities),  and no right under
such Award, may be pledged,  alienated,  attached, or otherwise encumbered,  and
any purported pledge,  alienation,  attachment,  or encumbrance thereof shall be
void and unenforceable against the Company or any Affiliate.

                        (v) Term of  Awards.  Except as  set  forth  in  Section
6(a)(ii),  the term of each Award shall be for such period as may be  determined
by the Committee.

                       (vi) Share  Certificates.  All   certificates  for Shares
or other  securities  of the Company or any Affiliate  delivered  under the Plan
pursuant to any Award or the exercise


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thereof shall be subject to such stop transfer orders and other  restrictions as
the Committee may deem advisable under the Plan or the rules,  regulations,  and
other  restrictions  as the Committee may deem  advisable  under the Plan or the
rules,  regulations,  and other  requirements  of the  Securities  and  Exchange
Commission,  any stock  exchange upon which such Shares or other  securities are
then  listed,  and any  applicable  Federal or state  securities  laws,  and the
Committee  may cause a legend or legends to be put on any such  certificates  to
make appropriate reference to such restrictions.


Section 7.        Amendment and Termination

                  Except to the extent  prohibited by applicable  law and unless
otherwise expressly provided in an Award Agreement or in the Plan:

                  (a)  Amendments  to the  Plan.  The Board  may  amend,  alter,
suspend,  discontinue, or terminate the Plan, including, without limitation, any
amendment, alteration,  suspension,  discontinuation,  or termination that would
impair the rights of any Participant,  or any other holder or beneficiary of any
Award  theretofore  granted to the extent such  rights are not then  accrued and
vested,  without the consent of any  shareholder,  Participant,  other holder or
beneficiary   of  an  Award,   or  other   Person;   provided,   however,   that
notwithstanding any other provision of the Plan or any Award Agreement,  without
the  approval  of the  shareholders  of the Company no  amendment,  alternation,
suspension,  discontinuation,  or  termination  shall be made  that  would:  (i)
increase the total number of Shares available for Awards under the Plan,  except
as provided in Section 4 of the Plan;  (ii)  materially  increase  the  benefits
accruing  to  Participants  under  the  Plan;  or (iii)  materially  modify  the
requirements as to eligibility for participation in the Plan.

                  (b)  Amendments  to  Awards.   The  Committee  may  waive  any
conditions  or rights  under,  amend any  terms  of, or amend,  alter,  suspend,
discontinue,  or terminate,  any Award  theretofore  granted,  prospectively  or
retroactively,  without the  consent of any  relevant  Participant  or holder or
beneficiary of an Award.

                  (c)  Adjustments of Awards Upon Certain  Acquisitions.  In the
event the Company or any Affiliate shall assume  outstanding  employee awards in
connection  with the acquisition of another  business or another  corporation or
business entity, the Committee may make such adjustments,  not inconsistent with
the terms of the Plan,  in the terms of Awards as it shall deem  appropriate  in
order  to  achieve  reasonable  comparability  or other  equitable  relationship
between the assumed awards and the Awards granted under the Plan as so adjusted.

                  (d)  Adjustments  of Awards  Upon the  Occurrence  of  Certain
Unusual or  Non-Recurring  Events.  The  Committee  shall be  authorized to make
adjustments in the terms and conditions of, and the criteria included in, Awards
in recognition of unusual or nonrecurring

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events  (including,  without  limitation,  the events  described in Section 4(b)
hereof) affecting the Company, any Affiliate, or the financial statements of the
Company or any  Affiliate  or of changes in  applicable  laws,  regulations,  or
accounting  principles,  whenever the Committee determines that such adjustments
are  appropriate in order to prevent  dilution or enlargement of the benefits or
potential benefits to be made available under the Plan.

                  (e) Correction of Defects, Omissions, and Inconsistencies. The
Committee  may  correct  any  defect,  supply  any  omission  or  reconcile  any
inconsistency in the Plan, or any Award in the manner and to the extent it shall
deem desirable to carry the Plan into effect.


Section 8.        General Provisions

                  (a) No Rights to Awards.  No Key Employee or Participant shall
have  any  claim to be  granted  any  Award  under  the  Plan,  and  there is no
obligation  for  uniformity  of treatment  of Key  Employees,  Participants,  or
holders or  beneficiaries  of Awards under the Plan. The terms and conditions of
Awards need not be the same with respect to each recipient.

                  (b)  Withholding.  The  Company  or  any  Affiliate  shall  be
authorized  to  withhold  from any Award  granted or any payment due or transfer
made  under any  Award or under the Plan the  amount  (in  cash,  Shares,  other
securities,  or other property) of withholding taxes due in respect of an Award,
its exercise, or any payment or transfer under such Awards or under the Plan and
to take such other  actions as may be necessary in the opinion of the Company to
satisfy all obligations for the payment of such taxes. In case of Awards paid in
Shares, the Participant or other person receiving such Shares may be required to
pay the Company or Affiliate, as appropriate, the amount of any such withholding
taxes which is required to be withheld with respect to such Shares.

                  (c) No Limit on Other  Plans.  Nothing  contained  in the Plan
shall prevent the Company or any Affiliate from adopting or continuing in effect
other or  additional  compensation  arrangements  and such  arrangements  may be
either generally applicable or applicable only in specific cases.

                  (d) No Right to Employment. The grant of an Award shall not be
construed as giving a Participant  the right to be retained in the employ of the
Company or any Affiliate.  Further,  the Company or an Affiliate may at any time
dismiss a Participant  from  employment,  free from any liability,  or any claim
under the Plan, unless otherwise  expressly provided in the Plan or in any Award
Agreement.

                  (e) Governing Law. The validity,  construction,  and effect of
the Plan any rules and  regulations  relating to the Plan shall be determined in
accordance with the laws of the State of Delaware and applicable Federal law.


<PAGE>

                  (f) Severability. In any provision of the Plan or any Award is
or  becomes  or is  deemed  to be  invalid,  illegal,  or  unenforceable  in any
jurisdiction,  or would  disqualify  the Plan or any Award  under any law deemed
applicable by the Committee, such provision shall be construed or deemed amended
to conform to applicable  laws,  or if it cannot be construed or deemed  amended
without,  in the determination of the Committee,  materially altering the intent
of the Plan,  such provision  shall be deemed void stricken and the remainder of
the Plan and any such Award shall remain in full force and effect.

                  (g) No Trust or Fund  Created.  Neither the Plan nor any Award
shall create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Affiliate and a Participant or
any other  Person.  To the extent  that any  Person  acquires a right to receive
payments  from the Company or any  Affiliates  pursuant to an Award,  such right
shall be no greater  than the right of any  unsecured  general  creditor  of the
Company or any Affiliate.

                  (h) No Fractional Shares. No fractional Shares shall be issued
or  delivered  pursuant  to the  Plan  or any  Award,  and the  Committee  shall
determine  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 canceled, terminated, or otherwise eliminated.

                  (i)   Headings.   Headings  are  given  to  the  Sections  and
subsections  of the 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 the Plan or any provision hereof.


Section 9.        Effective Date of the Plan

                  The Plan is effective as of May 5, 1997.


Section 10.       Term of the Plan

                  The Plan shall  continue  until the earlier of (i) the date on
which all Stock  Awards and  Stock-Based  Awards  issuable  hereunder  have been
issued,  or (ii) the  termination  of the  Plan by the  Board.  However,  unless
otherwise  expressly  provided in the Plan or in an applicable  Award Agreement,
any Award  theretofore  granted may extend beyond such date and the authority of
the Committee to amend, alter, adjust,  suspend,  discontinue,  or terminate any
such Award or to waive any  conditions  or rights under any such Award,  and the
authority of the Board to amend the Plan, shall extend beyond such date.

OptionPlans\1997OmnibusIncentivePlan