TEMTEX INDUSTRIES, INC.



                  1999 OMNIBUS SECURITIES PLAN



















Adopted Effective October 28, 1999





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                        TABLE OF CONTENTS
                        ----------------

     ARTICLE 1.  PURPOSE OF PLAN............................1

     ARTICLE 2. EFFECTIVE DATE AND TERM OF PLAN.............1

     2.1 Term of Plan.......................................1

     2.2 Effect on Awards...................................1

     2.3 Stockholder Approval...............................1

     ARTICLE 3. SHARES SUBJECT TO PLAN......................1

     3.1 Number of Shares...................................1

     3.2 Source of Shares...................................1

     3.3 Availability of Unused Shares......................1

     3.4 Adjustment Provisions..............................2

     3.5 Substitute Awards..................................3

     ARTICLE 4.  ADMINISTRATION OF PLAN.....................3

     4.1 Administering Body.................................3

     4.2 Authority of Administering Body....................4

     4.3 Eligibility........................................5

     4.4 No Liability.......................................5

     4.5 Amendments.........................................5

     4.6 Other Compensation Plans...........................5

     4.7 Plan Binding on Successors.........................6

     4.8 References to Successor Statutes,

          Regulations and Rules.............................6

     4.9 Issuances for Compensation Purposes Only...........6

     4.10 Invalid Provisions................................6

     4.11 Governing Law.....................................6

     ARTICLE 5.  GENERAL AWARD PROVISIONS...................6

     5.1 Participation in the Plan..........................6

     5.2 Award Agreements...................................7

     5.3 Exercise of Awards.................................7

     5.4 Payment for Awards.................................7

     5.5 No Employment or Other Continuing Rights...........8

     5.6 Restrictions Under Applicable Laws and

           Regulations......................................9

     5.7 Additional Conditions.............................10

     5.8 No Privileges of Stock Ownership..................10

     5.9 Non-Transferable..................................10

     5.10 Information to Recipients........................11

     5.11 Withholding Taxes................................11

     5.12 Legends on Common Stock Certificates.............11

     5.13 Effect of Termination of Employment on Awards....11

     5.14 Effect of Termination of Engagement on

          Awards - Non-employees Only......................12

     5.15 Transfer; Leave of Absence.......................12

     5.16 Limits on Awards to Certain Eligible Persons.....13

     ARTICLE 6.  STOCK OPTIONS.............................13

     6.1 Nature of Stock Options...........................13

     6.2 Option Exercise Price.............................13

     6.3 Option Period and Vesting.........................14

     6.4 Special Provisions Regarding Incentive

          Stock Options....................................14

     6.5 Reload Options....................................14

     6.6 Restrictions......................................15

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     ARTICLE 7. RESTRICTED STOCK AWARDS...................15

     7.1 Nature of Restricted Stock Awards................15

     7.2 Rights as Stockholders...........................15

     7.3 Restriction......................................15

     7.4 Repurchase or Restricted Stock...................16

     7.5 Escrows..........................................16

     7.6 Vesting of Restricted Stock......................16

     7.7 Waiver, Deferral and Reinvestment of Dividends...16

     ARTICLE 8. UNRESTRICTED STOCK AWARDS.................16

     8.1 Grant or Sale of Unrestricted Stock..............16

     ARTICLE 9. PERFORMANCE STOCK AWARDS..................17

     9.1 Nature of Performance Stock Awards...............17

     9.2 Rights as a Stockholder..........................17

     9.3 Acceleration, Waiver, Etc........................17

     ARTICLE 10. DIVIDEND EQUIVALENT RIGHTS...............17

     10.1 Dividend Equivalent Rights......................17

     10.2 Interest Equivalents............................18

     ARTICLE 11. STOCK APPRECIATION RIGHTS................18

     11.1 Grant of Stock Appreciation Rights..............18

     11.2 Coupled Stock Appreciation Rights...............18

     11.3 Independent Stock Appreciation Rights...........18

     11.4 Payment and Limitations on Exercise.............19

     ARTICLE 12.  REORGANIZATIONS.........................19

     12.1 Corporate Transactions Not

          Involving a Change in Control...................19

     12.2 Corporate Transactions Involving

          a Change in Control............................20

     ARTICLE 13.  DEFINITIONS............................20

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                     TEMTEX INDUSTRIES, INC.

                  1999 OMNIBUS SECURITIES PLAN

_______________________________________________________



1.   PURPOSE OF PLAN

The Company has adopted this Plan to promote the interests of the
Company, its Affiliated Entities and its stockholders by using
investment interests in the Company to attract, retain and
motivate its management and other persons, including officers,
directors, key employees and certain consultants, to encourage
and reward such persons' contributions to the performance of the
Company and to align their interests with the interests of the
Company's stockholders.  Capitalized terms not otherwise defined
herein shall have the meanings ascribed to them in Article 13.

2.   EFFECTIVE DATE AND TERM OF PLAN

     2.1  Term of Plan.  This Plan became effective as of the
Effective Date and shall continue in effect until the Expiration
Date, at which time this Plan shall automatically terminate.

     2.2  Effect on Awards.  Awards may be granted during the Plan
Term, but no Awards may be granted after the Plan Term.
Notwithstanding the foregoing, each Award properly granted under
this Plan during the Plan Term shall remain in effect after
termination of this Plan until such Award has been exercised,
terminated or expired, as applicable, in accordance with its
terms and the terms of this Plan.

     2.3  Stockholder Approval.  This Plan shall be approved by the
Company's stockholders within twelve (12) months after the
Effective Date.  The effectiveness of any Awards granted prior to
such stockholder approval shall be specifically subject to, and
conditioned upon, such stockholder approval.

3.   SHARES SUBJECT TO PLAN

     3.1  Number of Shares.  The maximum number of shares of Common
Stock reserved and available for issuance under this Plan shall
be 175,000, subject to adjustment as set forth in Section 3.4.

     3.2  Source of Shares.  The Common Stock to be issued under this
Plan will be made available, at the discretion of the Board,
either from authorized but unissued shares of Common Stock or
from previously issued shares of Common Stock reacquired by the
Company, including without limitation, shares purchased on the
open market.

     3.3  Availability of Unused Shares.  Shares of Common Stock
underlying unexercised, unearned or yet-to-be acquired portions
of any Award granted under this Plan that

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expire, terminate or are canceled, and shares of Common Stock issued
pursuant to Awards under this Plan that are reacquired by the
Company pursuant to the terms under which such shares were
issued, will again become available for the grant of further
Awards under this Plan. Notwithstanding the provisions of this
Section 3.3, no shares of Common Stock may again be optioned,
granted or awarded if such action would cause an Incentive Stock
Option to fail to qualify as an incentive stock option under
Section 422 of the IRC.

     3.4  Adjustment Provisions.

          (a)  If (i) the outstanding shares of Common Stock of the Company
     are increased, decreased or exchanged for a different number or
     kind of shares or other securities, or if additional shares or
     new or different shares or other securities are distributed in
     respect of such shares of Common Stock (or any stock or
     securities received with respect to such Common Stock), through
     merger, consolidation, sale or exchange of all or substantially
     all of the assets of the Company, reorganization,
     recapitalization, reclassification, stock dividend, stock split,
     reverse stock split, spin-off or other distribution with respect
     to such shares of Common Stock (or any stock or securities
     received with respect to such Common Stock), or (ii) the value of
     the outstanding shares of Common Stock of the Company is reduced
     by reason of an extraordinary cash dividend, an appropriate and
     proportionate adjustment may be made in (1) the maximum number
     and kind of shares or securities available for issuance under
     this Plan, (2) the number and kind of shares or other securities
     that can be granted to any one individual Recipient under his or
     her Awards, (3) the number and kind of shares or other securities
     subject to then outstanding Awards under this Plan, and/or
     (4) the price for each share or other unit of any other
     securities subject to then outstanding Awards under this Plan,
     without changing the aggregate exercise price (i.e., the exercise
     price multiplied by the number of securities comprising such
     Awards) as to which such Awards remain exercisable.

          (b)  No fractional interests will be issued under this Plan
     resulting from any adjustments, but the Administering Body, in
     its sole discretion, may make a cash payment in lieu of any
     fractional shares of Common Stock issuable as a result of such
     adjustments.

          (c)  To the extent any adjustments relate to stock or securities
     of the Company, such adjustments shall be made by the
     Administering Body, whose determination in that respect shall be
     final, binding and conclusive.

          (d)  The grant of Awards pursuant to this Plan shall not affect
     in any way the right or power of the Company to make adjustments,
     reclassifications, reorganizations or changes of its capital or
     business structure or to merge or to consolidate or to dissolve,
     liquidate or sell, or transfer all or any part of its business or
     assets.

          (e)  No adjustment to the terms of an Incentive Stock Option
     shall be made unless such adjustment either (i) would not cause
     such Incentive Stock Option to lose its status as an incentive
     stock option under the provisions of the IRC or (ii) is agreed to
     in writing by the Administering Body and the Recipient.

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     3.5  Substitute Awards.  The Administering Body may grant Awards
under this Plan in substitution for stock and stock based Awards
held by employees of another corporation who become employees of
the Company or a Subsidiary Corporation as a result of a merger
or consolidation of the employing corporation with the
Corporation or a Subsidiary Corporation or the acquisition by the
Company or a Subsidiary Corporation of property or stock of the
employing corporation.  The Administering Body may direct that
the substitute Awards be granted on such terms and conditions as
the Administering Body considers appropriate in the
circumstances.

4.   ADMINISTRATION OF PLAN

     4.1  Administering Body.

          (a)  Subject to the provisions of Section 4.1(b)(ii), this Plan
     shall be administered by the Board or by the Stock Plan Committee
     of the Board appointed pursuant to Section 4.1(b). The Stock Plan
     Committee may (but is not required to be), in the discretion of
     the Board, the same as the compensation committee of the Board.

          (b)

               (i)  The Board in its sole discretion may from time to time
          appoint a Stock Plan Committee of not less than two (2) Board
          members to administer this Plan and, subject to applicable law,
          to exercise all of the powers, authority and discretion of the
          Board under this Plan.  The Board may from time to time increase
          or decrease (but not below two (2)) the number of members of the
          Stock Plan Committee, remove from membership on the Stock Plan
          Committee all or any portion of its members, and/or appoint such
          person or persons as it desires to fill any vacancy existing on
          the Stock Plan Committee, whether caused by removal, resignation
          or otherwise.  The Board may disband the Stock Plan Committee at
          any time and thereby revest in the Board the administration of
          this Plan.

               (ii) Notwithstanding the foregoing provisions of this
          Section 4.1(b) to the contrary, upon becoming and so long as the
          Company remains an Exchange Act Registered Company and has not,
          by action of the Board, elected to opt out of the provisions of
          this Section 4.1(b)(ii), (1) the Board shall appoint the Stock
          Plan Committee, (2) this Plan shall be administered by the Stock
          Plan Committee and (3) each member of the Stock Plan Committee
          shall be a Non-employee Director, and, in addition, if Awards are
          to be made to persons subject to Section 162(m) of the IRC and
          such Awards are intended to constitute Performance-Based
          Compensation, then each member of the Stock Plan Committee shall,
          in addition to being a Non-employee Director, be an Outside
          Director.

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               (iii)     The Stock Plan Committee shall report to the Board the
          names of Eligible Persons granted Awards, the precise type of
          Award granted, the number of shares of Common Stock issuable
          pursuant to such Award and the terms and conditions of each such
          Award.

     4.2  Authority of Administering Body.

          (a)  Subject to the express provisions of this Plan, the
     Administering Body shall have the power to interpret and construe
     this Plan and any agreements or other documents defining the
     rights and obligations of the Company and such Eligible Persons
     who have been granted Awards hereunder and thereunder, to
     determine all questions arising hereunder and thereunder, to
     adopt and amend such rules and regulations for the administration
     hereof and thereof as it may deem desirable, and otherwise to
     carry out the terms of this Plan and such agreements and other
     documents.  The interpretation and construction by the
     Administering Body of any provisions of this Plan or of any Award
     shall be conclusive and binding.  Any action taken by, or
     inaction of, the Administering Body relating to this Plan or any
     Award shall be within the absolute discretion of the
     Administering Body and shall be conclusive and binding upon all
     persons.  Subject only to compliance with the express provisions
     hereof, the Administering Body may act in its absolute discretion
     in matters related to this Plan and any and all Awards.

          (b)  Subject to the express provisions of this Plan, the
     Administering Body may from time to time, in its discretion,
     select the Eligible Persons to whom, and the time or times at
     which, such Awards shall be granted, the nature of each Award,
     the number of shares of Common Stock that comprise or underlie
     each Award, the period for the purchase or exercise of each
     Award, as applicable, the Performance Criteria applicable to the
     Award, if any, and such other terms and conditions applicable to
     each individual Award as the Administering Body shall determine.
     The Administering Body may grant, at any time, new Awards to an
     Eligible Person who has previously received Awards whether such
     prior Awards are still outstanding, have previously been
     canceled, disposed of or exercised as a whole or in part, as
     applicable, or are canceled in connection with the issuance of
     new Awards.  The Administering Body may grant Awards singly, in
     combination or in tandem with other Awards, as it determines in
     its discretion.  Any and all terms and conditions of the Awards,
     including the purchase or exercise price, as the case may be, may
     be established by the Administering Body without regard to
     existing Awards.

          (c)  Any action of the Administering Body with respect to the
     administration of this Plan shall be taken pursuant to a majority
     vote of the authorized number of members of the Administering
     Body or by the unanimous written consent of its members;
     provided, however, that (i) if the Administering Body is the
     Stock Plan Committee and consists of two (2) members, then
     actions of the Administering Body must be unanimous and (ii) if
     the Administering Body is the Board, actions taken at a meeting
     of the Board shall be valid if approved by directors constituting
     a majority of the required quorum for such meeting.

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     4.3  Eligibility.  Only Eligible Persons shall be eligible to
receive Awards under this Plan as shall be selected from time to
time by the Administering Body, in its sole and absolute
discretion.

     4.4  No Liability.  No member of the Board or the Stock Plan
Committee or any designee thereof will be liable for any action
or inaction with respect to this Plan or any Award or any
transaction arising under this Plan or any Award, except in
circumstances constituting bad faith of such member.

     4.5  Amendments.

          (a)  The Administering Body may, insofar as permitted by
     applicable law, rule or regulation, from time to time suspend or
     discontinue this Plan or revise or amend it in any respect
     whatsoever, and this Plan as so revised or amended will govern
     all Awards hereunder, including those granted before such
     revision or amendment; provided, however, that no such revision
     or amendment shall alter, impair or diminish any rights or
     obligations under any Award previously granted under this Plan,
     without the written consent of the Recipient.  Without limiting
     the generality of the foregoing, the Administering Body is
     authorized to amend this Plan to comply with or take advantage of
     amendments to applicable laws, rules or regulations, including
     amendments to the Securities Act, Exchange Act or the IRC or any
     rules or regulations promulgated thereunder.  No stockholder
     approval of any amendment or revision shall be required unless
     (i) such approval is required by applicable law, rule or
     regulation or (ii) an amendment or revision to this Plan is
     required by any stock exchange or automated quotation system then
     listing the shares of Common Stock.

          (b)  The Administering Body may, with the written consent of a
     Recipient, make such modifications in the terms and conditions of
     an Award as it deems advisable.  Without limiting the generality
     of the foregoing, the Administering Body may, in its discretion
     with the written consent of Recipient, at any time and from time
     to time after the grant of any Award (i) accelerate or extend the
     vesting or exercise period of any Award as a whole or in part,
     (ii) adjust or reduce the purchase or exercise price, as
     applicable, of Awards held by such Recipient by cancellation of
     such Awards and granting of Awards at lower purchase or exercise
     prices or by modification, extension or renewal of such Awards
     and (iii) reduce or otherwise modify the Performance Criteria
     applicable to any Award.  In the case of Incentive Stock Options,
     Recipients acknowledge that extensions of the exercise period may
     result in the loss of the favorable tax treatment afforded
     incentive stock options under Section 422 of the IRC.

          (c)  Except as otherwise provided in this Plan or in the
     applicable Award Agreement, no amendment, revision, suspension or
     termination of this Plan will, without the written consent of the
     Recipient, alter, terminate, impair or adversely affect any right
     or obligation under any Award previously granted under this Plan.

     4.6  Other Compensation Plans.  The adoption of this Plan shall
not affect any other stock option, securities purchase, incentive
or other compensation plans in effect for the

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Company, and this Plan shall not preclude the Company from
establishing any other forms of incentive or other compensation
for Employees, Directors, Consultants or others, whether or not
approved by stockholders.

     4.7  Plan Binding on Successors.  This Plan shall be binding upon
the successors and assigns of the Company.

     4.8  References to Successor Statutes, Regulations and Rules.
Any reference in this Plan to a particular statute, regulation or
rule shall also refer to any successor provision of such statute,
regulation or rule.

     4.9  Issuances for Compensation Purposes Only.  This Plan
constitutes an "employee benefit plan" as defined in Rule 405
promulgated under the Securities Act.  Awards to eligible
Employees or Directors shall be granted for any lawful
consideration, including compensation for services rendered,
promissory notes or otherwise.  Awards to Consultants shall be
granted only in exchange for bona fide services rendered by such
consultants or advisors and such services must not be in
connection with the offer and sale of securities in a capital-
raising transaction.

     4.10 Invalid Provisions.  In the event that any provision of this
Plan is found to be invalid or otherwise unenforceable under any
applicable law, such invalidity or unenforceability shall not be
construed as rendering any other provisions contained herein
invalid or unenforceable, and all such other provisions shall be
given full force and effect to the same extent as though the
invalid and unenforceable provision were not contained herein.

     4.11 Governing Law.  This Agreement shall be governed by and
interpreted in accordance with the internal laws of the State of
Delaware, without giving effect to the principles of the
conflicts of laws thereof.

5.   GENERAL AWARD PROVISIONS

     5.1  Participation in the Plan.

          (a)  A person shall be eligible to receive Award grants under
     this Plan if, at the time of the grant of such Award, such person
     is an Eligible Person.

          (b)  Incentive Stock Options may be granted only to Employees
     meeting the employment requirements of Section 422 of the IRC.

          (c)  Notwithstanding anything to the contrary herein, the
     Administering Body may, in order to fulfill the purposes of this
     Plan, modify grants of Awards to Recipients who are foreign
     nationals or employed outside of the United States to recognize
     differences in applicable law, tax policy or local custom.

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     5.2  Award Agreements.

          (a)  Each Award granted under this Plan shall be evidenced by an
     Award Agreement, which shall be duly executed on behalf of the
     Company and by the Recipient or, in the Administering Body's
     discretion, a confirming memorandum issued by the Company to the
     Recipient setting forth such terms and conditions applicable to
     such Award as the Administering Body may in its discretion
     determine.  Award Agreements may but need not be identical and
     shall comply with and be subject to the terms and conditions of
     this Plan, a copy of which shall be provided to each Recipient
     and incorporated by reference into each Award Agreement.  Any
     Award Agreement may contain such other terms, provisions and
     conditions not inconsistent with this Plan as may be determined
     by the Administering Body.

          (b)  In case of any conflict between this Plan and any Award
     Agreement, this Plan shall control.

          (c)  In consideration of the granting of an Award under the Plan,
     if requested by the Company, the Recipient shall agree, in the
     Award Agreement, to remain in the employ of (or to consult for or
     to serve as a Non-employee Director of, as applicable) the
     Company or any Affiliated Entity for a period of at least one (1)
     year (or such shorter period as may be fixed in the Award
     Agreement or by action of the Administering Body following grant
     of the Award) after the Award is granted (or, in the case of a
     Non-employee Director, until the next annual meeting of
     stockholders of the Company).

     5.3  Exercise of Awards.  No Award granted hereunder shall be
issuable or exercisable except in respect of whole shares, and
fractional share interests shall be disregarded.  Not less than
100 shares of Common Stock (or such other amount as is set forth
in the applicable Award Agreement) may be purchased at one time
and Stock Options, or other Awards, as applicable, must be
purchased or exercised, as applicable, in multiples of 100 unless
the number purchased is the total number at the time available
for purchase under the terms of the Award.  An Award  shall be
deemed to be claimed or exercised when the Secretary or other
designated official of the Company receives appropriate written
notice, on such form acceptable to the Company, from the
Recipient, together with payment of the applicable purchase or
exercise price made in accordance with the Award Agreement and
any amounts required under Section 5.11.  Notwithstanding any
other provision of this Plan, the Administering Body may impose,
by rule and/or in Award Agreements, such conditions upon the
exercise of Awards (including without limitation conditions
limiting the time of exercise to specified periods) as may be
required to satisfy applicable regulatory requirements, including
without limitation Rule 16b-3 and Rule 10b-5 under the Exchange
Act, and any amounts required under Section 5.11 or other
applicable section of or regulation under the IRC.

     5.4  Payment for Awards.

          (a)  Awards requiring payment of a purchase or exercise price
     shall be payable upon the exercise of such Award pursuant to any
     Award granted hereunder by delivery of

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legal tender of the United States or payment of such other
     consideration as the Administering Body may from time to
     time deem acceptable in any particular instance.

          (b)  The Company may assist any person to whom Awards are granted
     hereunder (including without limitation any Employee, Director or
     Consultant of the Company) in the payment of the exercise price
     or other amounts payable in connection with the receipt or
     exercise of such Award, by lending such amounts to such person on
     such terms and at such rates of interest and upon such security
     (if any) as shall be approved by the Administering Body.

          (c)  In the discretion of the Administering Body, payments for
     purchase or exercise of Awards may be by matured capital stock of
     the Company (i.e., owned longer than six (6) months) delivered in
     transfer to the Company by or on behalf of the person exercising
     the Award and duly endorsed in blank or accompanied by stock
     powers duly endorsed in blank, with signatures guaranteed in
     accordance with the Exchange Act if required by the Administering
     Body (valued at Fair Market Value as of the exercise date), or
     such other consideration as the Administering Body may from time
     to time in the exercise of its discretion deem acceptable in any
     particular instance; provided, however, that the Administering
     Body may, in the exercise of its discretion, (i) allow exercise
     of Stock Options in a broker-assisted or similar transaction in
     which the exercise price is not received by the Company until
     promptly after exercise, and/or (ii) allow the Company to loan
     the applicable purchase or exercise price to the Recipient, if
     the purchase or exercise will be followed by a prompt sale of
     some or all of the underlying shares and a portion of the sale
     proceeds is dedicated to full payment of the purchase or exercise
     price and amounts required pursuant to Section 5.11.

     5.5  No Employment or Other Continuing Rights.  Nothing contained
in this Plan (or in any Award Agreement or in any other agreement
or document related to this Plan or to Awards granted hereunder)
shall confer upon any Eligible Person or Recipient any right to
continue in the employ (or other business relationship) of the
Company or any Affiliated Entity or constitute any contract or
agreement of employment or engagement, or interfere in any way
with the right of the Company or any Affiliated Entity to reduce
such person's compensation or other benefits or to terminate the
employment or engagement of such Eligible Person or Recipient,
with or without cause.  Except as expressly provided in this Plan
or in any Award Agreement pursuant to this Plan, the Company
shall have the right to deal with each Recipient in the same
manner as if this Plan and any such Award Agreement did not
exist, including without limitation with respect to all matters
related to the hiring, retention, discharge, compensation and
conditions of the employment or engagement of the Recipient.  Any
questions as to whether and when there has been a termination of
a Recipient's employment or engagement, the reason (if any) for
such termination, and/or the consequences thereof under the terms
of this Plan or any statement evidencing the grant of Awards
pursuant to this Plan shall be determined by the Administering
Body, and the Administering Body's determination thereof shall be
final and binding.

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     5.6  Restrictions Under Applicable Laws and Regulations.

          (a)  All Awards granted under this Plan shall be subject to the
     requirement that, if at any time the Company shall determine, in
     its discretion, that the listing, registration or qualification
     of the shares subject to any such Award granted under this Plan
     upon any securities exchange or under any federal, state or
     foreign law, or the consent or approval of any government
     regulatory body, is necessary or desirable as a condition of, or
     in connection with, the granting of such Awards or the issuance,
     if any, or purchase of shares in connection therewith, such
     Awards may not be granted or exercised as a whole or in part
     unless and until such listing, registration, qualification,
     consent or approval shall have been effected or obtained free of
     any conditions not acceptable to the Company.  During the term of
     this Plan, the Company will use reasonable efforts to seek to
     obtain from the appropriate regulatory agencies any requisite
     qualifications, consents, approvals or authorizations in order to
     issue and sell such number of shares of its Common Stock as shall
     be sufficient to satisfy the requirements of this Plan.  The
     inability of the Company to obtain from any such regulatory
     agency having jurisdiction thereof the qualifications, consents,
     approvals or authorizations deemed by the Company to be necessary
     for the lawful issuance and sale of any shares of its Common
     Stock hereunder shall relieve the Company of any liability in
     respect of the nonissuance or sale of such stock as to which such
     requisite authorization shall not have been obtained.

          (b)  The Company shall be under no obligation to register or
     qualify the issuance of Awards or underlying shares of Common
     Stock under the Securities Act or applicable state securities
     laws.  Unless the shares of Common Stock applicable to any such
     Award have been registered under the Securities Act and qualified
     or registered under applicable state securities laws, the Company
     shall be under no obligation to issue any shares of Common Stock
     covered by any Award unless the Award and underlying shares of
     Common Stock, as applicable, may be issued pursuant to applicable
     exemptions from such registration or qualification requirements.
     In connection with any such exempt issuance, the Administering
     Body may require the Recipient to provide a written
     representation and undertaking to the Company, satisfactory in
     form and scope to the Company and upon which the Company may
     reasonably rely, that such Recipient is acquiring such securities
     for his or her own account as an investment and not with a view
     to, or for sale in connection with, the distribution of any such
     shares of stock, and that such person will make no transfer of
     the same except in compliance with any rules and regulations in
     force at the time of such transfer under the Securities Act and
     other applicable law, and that if shares of stock are issued
     without such registration, a legend to this effect (together with
     any other legends deemed appropriate by the Administering Body)
     may be endorsed upon the securities so issued.  The Company may
     also order its transfer agent to stop transfers of such
     securities.  The Administering Body may also require the
     Recipient to provide the Company such information and other
     documents as the Administering Body may request in order to
     satisfy the Administering Body as to the investment
     sophistication and experience of the Recipient and as to any
     other conditions for compliance with any such exemptions from
     registration or qualification.

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     5.7  Additional Conditions.  Any Award may also be subject to
such other provisions (whether or not applicable to any other
Award or Eligible Person) as the Administering Body determines
appropriate including without limitation (a) provisions to assist
the Recipient in financing the purchase of Common Stock issuable
as a result of such Award, (b) provisions for the forfeiture of
or restrictions on resale or other disposition of shares of
Common Stock acquired under any form of benefit, (c) provisions
giving the Company the right to repurchase shares of Common Stock
acquired under any form of benefit in the event the Recipient
elects to dispose of such shares, and (d) provisions to comply
with federal and state securities laws and federal and state
income tax withholding requirements.

     5.8  No Privileges of Stock Ownership.  Except as otherwise set
forth herein, a Recipient shall have no rights as a stockholder
with respect to any shares issuable or issued in connection with
an Award until the date of the receipt by the Company of all
amounts payable in connection with the purchase or exercise, as
applicable, of the Award, the satisfaction or waiver of all
applicable Performance Criteria and performance by the Recipient
of all obligations applicable thereto.  Status as an Eligible
Person shall not be construed as a commitment that any Award will
be granted under this Plan to an Eligible Person or to Eligible
Persons generally.  No person shall have any right, title or
interest in any fund or in any specific asset (including shares
of capital stock) of the Company by reason of any Award granted
hereunder.  Neither this Plan (nor any documents related hereto)
nor any action taken pursuant hereto (or thereto) shall be
construed to create a trust of any kind or a fiduciary
relationship between the Company and any Person.  To the extent
that any Person acquires a right to receive Awards hereunder,
such right shall be no greater than the right of any unsecured
general creditor of the Company.

     5.9  Non-Transferable.

          (a)  No Award under the Plan may be sold, pledged, assigned or
     transferred in any manner other than by will or the laws of
     descent and distribution or, subject to the consent of the
     Administering Body, pursuant to a DRO, unless and until such
     Award has been exercised, or the shares underlying such Award
     have been issued, and all restrictions applicable to such shares
     have lapsed. No Award or interest or right therein shall be
     subject to liability for the debts, contracts or engagements of
     the Recipient or his or her successors in interest or shall be
     subject to disposition by transfer, alienation, anticipation,
     pledge, encumbrance, assignment or any other means whether such
     disposition be voluntary or involuntary or by operation of law by
     judgment, levy, attachment, garnishment or any other legal or
     equitable proceedings (including bankruptcy), and any attempted
     disposition thereof shall be null and void and of no effect,
     except to the extent that such disposition is permitted by the
     preceding sentence.

          (b)  During the lifetime of the Recipient, only he or she may
     exercise an Option or other Award (or any portion thereof)
     granted to him or her under the Plan, unless it has been disposed
     of with the consent of the Administering Body pursuant to a DRO.
     After the death of the Recipient, any exercisable portion of an
     Option or other Award may, prior to the time when such portion
     becomes unexercisable under the Plan or the applicable Award
     Agreement, be exercised by his personal representative or by any

                                10

<PAGE>

person empowered to do so under the deceased Recipient's will or
     under the then applicable laws of descent and distribution.

     5.10 Information to Recipients.

          (a)  The Administering Body in its sole discretion shall
     determine what, if any, financial and other information shall be
     provided to Recipients and when such financial and other
     information shall be provided after giving consideration to
     applicable federal and state laws, rules and regulations,
     including without limitation applicable federal and state
     securities laws, rules and regulations.

          (b)  The furnishing of financial and other information that is
     confidential to the Company shall be subject to the Recipient's
     agreement that the Recipient shall maintain the confidentiality
     of such financial and other information, shall not disclose such
     information to third parties, and shall not use the information
     for any purpose other than evaluating an investment in the
     Company's securities under this Plan.  The Administering Body may
     impose other restrictions on the access to and use of such
     confidential information and may require a Recipient to
     acknowledge the Recipient's obligations under this
     Section 5.10(b) (which acknowledgment shall not be a condition to
     the Recipient's obligations under this Section 5.10(b)).

     5.11 Withholding Taxes.  Whenever the granting, vesting or
exercise of any Award granted under this Plan, or the transfer of
any shares issued upon exercise of any Award, gives rise to tax
or tax withholding liabilities or obligations, the Administering
Body shall have the right to require the Recipient to remit to
the Company an amount sufficient to satisfy any federal, state
and local withholding tax requirements prior to issuance of such
shares.  The Administering Body may, in the exercise of its
discretion, allow satisfaction of tax withholding requirements by
accepting delivery of stock of the Company (or by withholding a
portion of the stock otherwise issuable in connection with such
Awards).

     5.12 Legends on Common Stock Certificates.  Each certificate
representing shares acquired as a result of any Award granted
hereunder shall be endorsed with all legends, if any, required by
applicable federal and state securities and other laws to be
placed on the certificate.  The determination of which legends,
if any, shall be placed upon such certificates shall be made by
the Administering Body in its sole discretion and such decision
shall be final and binding.

     5.13 Effect of Termination of Employment on Awards - Employees
Only.

          (a)  Termination.  Subject to Section 5.13(b), and except as
     otherwise provided in a written agreement between the Company and
     the Recipient, which may be entered into at any time before or
     after termination of employment of the Recipient, in the event of
     the termination of an Employee Recipient's employment, all of the
     Recipient's unvested Awards shall terminate and all of the
     Recipient's unexercised Awards shall expire and become
     unexercisable as of the earlier of (A) the date such Awards would
     have expired in accordance with their terms had the Recipient
     remained employed and (B) (i) six (6) months after the
     Recipient's engagement is terminated as a result of death

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<PAGE>

or Permanent Disability and (ii) ninety (90) days after
     Recipient's engagement is terminated for any other reason.

          (b)  Alteration of Vesting and Exercise Periods.  Notwithstanding
     anything to the contrary in Section 5.13(a), the Administering
     Body may in its discretion designate shorter or longer periods to
     claim or otherwise exercise Awards following a Recipient's
     termination of employment; provided, however, that any shorter
     periods determined by the Administering Body shall be effective
     only if provided for in the instrument that evidences the grant
     to the Recipient of such Award or if such shorter period is
     agreed to in writing by the Recipient. Notwithstanding anything
     to the contrary herein, Awards shall be claimed or exercisable by
     a Recipient following such Recipient's termination of employment
     only to the extent that installments thereof had become
     exercisable on or prior to the date of such termination; and
     provided, further, that the Administering Body may, in its
     discretion, elect to accelerate the vesting of all or any portion
     of any Awards that had not vested on or prior to the date of such
     termination.

     5.14 Effect of Termination of Engagement on Awards - Non-
Employees Only.

          (a)  Termination.  Subject to Section 5.14(b), and except as
     otherwise provided in a written agreement between the Company and
     the Recipient, which may be entered into at any time before or
     after termination of engagement of the Recipient, in the event of
     the termination of any non-Employee Recipient's engagement
     (including, Directors and Consultants), all of the Recipient's
     unvested Awards shall terminate and all of the Recipient's
     unexercised Awards shall expire and become unexercisable as of
     the earlier of (A) the date such Awards would have expired in
     accordance with their terms had the Recipient remained engaged by
     the Company and (B)(i) six (6) months after Recipient's
     engagement is terminated as a result of death or Permanent
     Disability and (ii) ninety (90) days after Recipient's engagement
     is terminated for any other reason.

          (b)  Alternation of Vesting and Exercise Periods. Notwithstanding
     anything to the contrary in Section 5.14(a), the Administering
     Body may, in its discretion, designate shorter or longer periods
     to claim or otherwise exercise Awards following a non-Employee
     Recipient's termination of engagement; provided, however, that
     any shorter periods determined by the Administering Body shall be
     effective only if provided for in the instrument that evidences
     the grant to the Recipient of such Award or if such shorter
     period is agreed to in writing by the Recipient. Notwithstanding
     anything to the contrary herein, awards shall be claimed or
     exercisable by a Recipient following such Recipient's termination
     of engagement only to the extent that the installments thereof
     had become exercisable on or prior to the date of such
     termination; and provided further, that the Administering Body
     may, in its discretion, elect to accelerate the vesting of all or
     any portion of any Awards that had not vested on or prior to the
     date of such termination.

     5.15 Transfer; Leave of Absence.  For purposes of this Plan, the
transfer by a Recipient to the employment or engagement of (i)
the Company from a Subsidiary Corporation, (ii) from the Company
to a Subsidiary Corporation or (iii) from one Subsidiary
Corporation to another Subsidiary Corporation (including, with
respect to Consultants, the assignment between

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<PAGE>

the Company and a Subsidiary Corporation or between two Subsidiary
Corporations, as applicable, of an agreement pursuant to which
such services are rendered) or, with respect solely to Employees,
an approved leave of absence for military service, sickness, or
for any other purpose approved by the Company, shall not be
deemed a termination. In the case of any Employee on an approved
leave of absence, the Administering Body may make such provision
respecting continuance of Awards as the Administering Body in its
discretion deems appropriate, except that in no event shall a
Stock Option or other Award be exercisable after the date such
Award would expire in accordance with its terms had the Recipient
remained continuously employed.

     5.16 Limits on Awards to Certain Eligible Persons.

          (a)  Limitations Applicable to Section 162(m) Participants.
     Notwithstanding any other provision of this Plan, in order for
     the compensation attributable to Awards hereunder to qualify as
     Performance-Based Compensation, no one Eligible Person shall be
     granted any one or more Awards with respect to more than 150,000
     shares of Common Stock in any one calendar year.  The limitation
     set forth in this Section 5.16 shall be subject to adjustment as
     provided in Section 3.4 and under Article 11, but only to the
     extent such adjustment would not affect the status of
     compensation attributable to Awards hereunder as Performance-
     Based Compensation.

          (b)  Limitations Applicable to Section 16 Persons.
     Notwithstanding any other provision of this Plan, the Plan, and
     any Award granted or awarded to any individual who is then
     subject to Section 16 of the Exchange Act, shall be subject to
     any additional limitations set forth in any applicable exemptive
     rule under Section 16 of the Exchange Act (including any
     amendment to Rule 16b-3 of the Exchange Act) that are
     requirements for the application of such exemptive rule. To the
     extent permitted by applicable law, the Plan and Awards granted
     or awarded hereunder shall be deemed amended to the extent
     necessary to conform to such applicable exemptive rule.

6.   STOCK OPTIONS

     6.1  Nature of Stock Options.  Subject to the limitations
provided otherwise herein, Stock Options may be Incentive Stock
Options or Non-qualified Stock Options.

     6.2  Option Exercise Price.  The exercise price for each Stock
Option shall be determined by the Administering Body as of the
date such Stock Option is granted.  The exercise price shall be
no less than the Fair Market Value of the Common Stock subject to
the Option.  The Administering Body may, with the consent of the
Recipient and subject to compliance with statutory or
administrative requirements applicable to Incentive Stock
Options, amend the terms of any Stock Option to provide that the
exercise price of the shares remaining subject to the Stock
Option shall be reestablished at a price not less than 100% of
the Fair Market Value of the Common Stock on the effective date
of the amendment.  No modification of any other term or provision
of any Stock Option that is amended in accordance with the
foregoing shall be required, although the Administering Body may,
in its discretion, make such further modifications of any such
Stock Option as are not inconsistent with this Plan.

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<PAGE>

     6.3  Option Period and Vesting.  Stock Options granted hereunder
shall vest and may be exercised as determined by the
Administering Body, except that exercise of such Stock Options
after termination of the Recipient's employment or engagement
shall be subject to Section 5.13 or 5.14, as the case may be.
Each Stock Option granted hereunder and all rights or obligations
thereunder shall expire on such date as shall be determined by
the Administering Body, but not later than ten (10) years after
the date the Stock Option is granted and shall be subject to
earlier termination as provided herein or in the Award Agreement.
The Administering Body may, in its discretion at any time and
from time to time after the grant of a Stock Option, accelerate
vesting of such Option as a whole or in part by increasing the
number of shares then purchasable, provided that the total number
of shares subject to such Stock Option may not be increased.
Except as otherwise provided herein, a Stock Option shall become
exercisable, as a whole or in part, on the date or dates
specified by the Administering Body and thereafter shall remain
exercisable until the expiration or earlier termination of the
Stock Option.

     6.4  Special Provisions Regarding Incentive Stock Options.

          (a)  Notwithstanding anything in this Article 6 to the contrary,
     the exercise price and vesting period of any Stock Option
     intended to qualify as an Incentive Stock Option shall comply
     with the provisions of Section 422 of the IRC and the regulations
     thereunder.  As of the Effective Date, such provisions require,
     among other matters, that (i) the exercise price must not be less
     than the Fair Market Value of the underlying stock as of the date
     the Incentive Stock Option is granted, and not less than 110% of
     the Fair Market Value as of such date in the case of a grant to a
     Significant Stockholder; and (ii) that the Incentive Stock Option
     not be exercisable after the expiration of five (5) years from
     the date of grant in the case of an Incentive Stock Option
     granted to a Significant Stockholder.

          (b)  The aggregate Fair Market Value (determined as of the
     respective date or dates of grant) of the Common Stock for which
     one or more Incentive Stock Options granted to any Recipient
     under this Plan (or any other option plan of the Company or any
     of its Subsidiary Corporations or affiliates) may for the first
     time become exercisable as Incentive Stock Options under the
     federal tax laws during any one calendar year shall not exceed
     $100,000.

          (c)  Any Options granted as Incentive Stock Options pursuant to
     this Plan that for any reason fail or cease to qualify as such
     shall be treated as Non-qualified Stock Options.

     6.5  Reload Options.  At the discretion of the Administering
Body, Stock Options granted pursuant to this Plan may include a
"reload" feature pursuant to which a Recipient exercising an
Option by the delivery of a number of shares of matured capital
stock in accordance with Section 5.4(c) hereof and the Award
Agreement would automatically be granted an additional Option
(with an exercise price equal to the Fair Market Value of the
Common Stock on the date the additional Option is granted and
with the same expiration date as the original Option being
exercised, and with such other terms as the Administering Body
may

14

<PAGE>

provide) to purchase that number of shares of Common Stock equal to
the number delivered to exercise the original Option.

     6.6  Restrictions  The Administering Body, in its sole and
absolute discretion, may impose such restrictions on the
ownership and transferability of the shares purchasable upon the
exercise of an Option as it deems appropriate. Any such
restriction shall be set forth in the respective Award Agreement
and may be referred to on the certificates evidencing such
shares. The Recipient shall give the Company prompt notice of any
disposition of shares of Common Stock required by exercise of an
Incentive Stock Option within (i) two years from the date of
granting (including the date the Option is modified, extended or
renewed for purposes of section 424(h) of the IRC) such Option to
such Recipient or (ii) one year after the transfer of such shares
to such Recipient.

7.   RESTRICTED STOCK AWARDS

     7.1  Nature of Restricted Stock Awards.  The Administering Body
may grant Restricted Stock Awards to any Eligible Person.  A
Restricted Stock Award is an Award entitling the recipient to
acquire, at par value or such other purchase price determined by
the Administering Body (but not less than the par value thereof
unless permitted by applicable state law), shares of Common Stock
subject to such restrictions and conditions as the Administering
Body may determine at the time of grant ("Restricted Stock").
Conditions may be based on continuing employment (or other
business relationships) and/or the achievement of pre-established
Performance Criteria.

     7.2  Rights as Stockholders.  Subject to Section 7.3, upon
delivery of the shares of the Restricted Stock to the escrow
holder pursuant to Section 7.5, the Recipient shall have, unless
otherwise provided by the Administering Body, all the rights of a
stockholder with respect to said shares, subject to the
restrictions in his or her Award Agreement, including the right
to receive all dividends and other distributions paid or made
with respect to the shares; provided, however, that in the
discretion of the Administering Body, any extraordinary
distributions with respect to the Common Stock shall be subject
to the restrictions set forth in Section 7.3.

     7.3  Restriction.  All shares of Restricted Stock issued under
this Plan (including any shares received by holders thereof with
respect to shares of Restricted Stock as a result of stock
dividends, stock splits or any other form of recapitalization)
shall, in the terms of each individual Award Agreement, be
subject to such restrictions as the Administering Body shall
provide, which restrictions may include, without limitation,
restrictions concerning voting rights and transferability and
restrictions based on duration of employment or engagement with
the Company or its Affiliated Entities, Company performance and
individual performance; provided, however, that, unless the
Administering Body otherwise provides in the terms of the Award
Agreement or otherwise, no share of Restricted Stock granted to a
person subject to Section 16 of the Exchange Act shall be sold,
assigned or otherwise transferred until at least six (6) months
and one (1) day have elapsed from the date on which the
Restricted Stock was issued, and provided, further, that, except
with respect to shares of Restricted Stock granted to
Section 162(m) participants, by action taken after the Restricted
Stock is issued, the Administering Body may, on such terms and
conditions as it may determine to be appropriate, remove any or
all of the

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<PAGE>

restrictions imposed by the terms of the Award Agreement. Restricted
Stock may not be sold or encumbered until all restrictions are
terminated or expire.

     7.4  Repurchase of Restricted Stock.  The Administering Body
shall provide in the terms of each individual Award Agreement
that the Company shall have a right to repurchase from the
Recipient the Restricted Stock then subject to restrictions under
the Award Agreement immediately upon a termination of employment
(with or without cause and for any reason whatsoever) or, if
applicable, upon a termination of engagement (with or without
cause and for any reason whatsoever) between the Recipient and
the Company, at a cash price per share equal to the price paid by
the Recipient for such Restricted Stock; provided, however, that
except with respect to shares of Restricted Stock granted to
Section 162(m) participants, the Administering Body in its sole
and absolute discretion may provide that no such right of
repurchase shall exist in the event of a termination of
employment or engagement following a Change in Control of the
Company or because of the Recipient's death or Permanent
Disability.

     7.5  Escrows.  The Secretary of the Company or such other escrow
holder as the Administering Body may appoint shall retain
physical custody of each certificate representing Restricted
Stock until all of the restrictions imposed under the Award
Agreement with respect to the shares evidenced by such
certificate expire or shall have been removed.

     7.6  Vesting of Restricted Stock.  The Administering Body at the
time of grant shall specify the date or dates and/or attainment
of pre-established Performance Criteria and other conditions on
which Restricted Stock shall become vested, subject to such
further rights of the Company or its assigns as may be specified
in the instrument evidencing the Restricted Stock Award.

     7.7  Waiver, Deferral and Reinvestment of Dividends.  The written
instrument evidencing the Award of Restricted Stock may require
or permit the immediate payment, waiver, deferral or investment
of dividends paid on the Restricted Stock.

8.   UNRESTRICTED STOCK AWARDS

     8.1  Grant or Sale of Unrestricted Stock.

          (a)  Grant or Sale of Unrestricted Stock.  The Administering Body
     may, in its sole discretion, grant (or sell at a purchase price
     determined by the Administering Body) an Unrestricted Stock Award
     to any Eligible Person, pursuant to which such individual may
     receive shares of Common Stock free of any vesting restrictions
     ("Unrestricted Stock") under the Plan.  Unrestricted Stock Awards
     may be granted or sold as described in the preceding sentence in
     respect of past services or other valid consideration, or in lieu
     of any cash compensation due to such individual.
          (b)  Deferral of Awards.  Each Recipient who has made an election
     to receive shares of Unrestricted Stock under this Article 8 will
     have the right to defer receipt of up to 100% of such shares of
     Unrestricted Stock payable to such Recipient in accordance with
     such rules and procedures as may from time to time be established
     by the Administering Body for that purpose, and such election
     shall be effective on the later of
16
<PAGE>
the date six (6) months and one (1) day from the date of such
     election or the beginning of the next calendar year.  The
     deferred Unrestricted Stock shall be entitled to receive
     Dividend Equivalent Rights settled in shares of Common
     Stock.

9.   PERFORMANCE STOCK AWARDS

     9.1  Nature of Performance Stock Awards.  A Performance Stock
Award is an Award entitling the Recipient to acquire shares of
Common Stock upon the attainment of specified Performance
Criteria.  The Administering Body may make Performance Stock
Awards independent of or in connection with the granting of any
other Award under the Plan.  Performance Stock Awards may be
granted under the Plan to any Eligible Person.  The Administering
Body, in its sole discretion, shall determine whether and to whom
Performance Stock Awards shall be made, the Performance Criteria
applicable under each such Award, the periods during which
performance is to be measured, and all other limitations and
conditions applicable to the awarded shares; provided, however,
that the Administering Body may rely on the Performance Criteria
and other standards applicable to other performance unit plans of
the Company in setting the standards for Performance Stock Awards
under the Plan.

     9.2  Rights as a Stockholder.  A Recipient receiving a
Performance Stock Award shall have the rights of a stockholder
only as to shares actually received by the Recipient under the
Plan and not with respect to shares subject to the Award but not
actually received by the Recipient.  A Recipient shall be
entitled to receive a stock certificate evidencing the
acquisition of shares of Common Stock under a Performance Stock
Award only upon satisfaction of all conditions specified in the
Award Agreement evidencing the Performance Stock Award (or in a
performance plan adopted by the Administering Body).

     9.3  Acceleration, Waiver, Etc.  At any time prior to the
Participant's termination of employment (or other business
relationship) by the Company, the Administering Body may, in its
sole discretion, accelerate, waive or, subject to the other
provisions of this Plan, amend any and all of the goals,
restrictions or conditions imposed under any Performance Stock
Award.

10.  DIVIDEND EQUIVALENT RIGHTS

     10.1 Dividend Equivalent Rights.  A Dividend Equivalent Right is
an Award entitling the Recipient to receive credits based on cash
dividends that would be paid on the shares of Common Stock
specified in the Dividend Equivalent Right (or other Award to
which it relates) if such shares were held by the Recipient.  A
Dividend Equivalent Right may be granted hereunder to any
Eligible Person, as a component of another Award or as a
freestanding Award.  The terms and conditions of Dividend
Equivalent Rights shall be specified in the Award Agreement.
Dividend equivalents credited to the holder of a Dividend
Equivalent Right may be paid currently or may be deemed to be
reinvested in additional shares of Common Stock, which may
thereafter accrue additional equivalents.  Any such reinvestment
shall be at Fair Market Value on the date of reinvestment or such
other price as may then apply under a dividend reinvestment plan
sponsored by the Company, if any.  Dividend Equivalent Rights nay
be settled in cash or shares of Common Stock or a combination
thereof, in a single installment or installments.  A Dividend
Equivalent Right granted as a component of another Award may

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<PAGE>

provide that such Dividend Equivalent Right shall be settled upon
exercise, settlement, or payment of, or lapse of restrictions on,
such other Award and that such Dividend Equivalent Right shall
expire or be forfeited or annulled under the same conditions as
such other award.  A Dividend Equivalent Right granted as a
component of another Award may also contain terms and conditions
different from such other Award.

     10.2 Interest Equivalents.  Any Award under this Plan that is
settled in whole or in part in cash on a deferred basis may
provide in the grant for interest equivalents to be credited with
respect to such cash payment.  Interest equivalents may be
compounded and shall be paid upon such terms and conditions as
may be specified by the grant.

11.  STOCK APPRECIATION RIGHTS

     11.1 Grant of Stock Appreciation Rights.  A Stock Appreciation
Right may be granted to any Eligible Person selected by the
Administering Body. A Stock Appreciation Right may be granted (a)
in connection and simultaneously with the grant of a Stock
Option, (b) with respect to previously granted Stock Options, or
(c) independent of a Stock Option. A Stock Appreciation Right
shall be subject to such terms and conditions not inconsistent
with the Plan as the Administering Body shall impose and shall be
evidenced by an Award Agreement.

     11.2 Coupled Stock Appreciation Rights.

          (a)  A Coupled Stock Appreciation Right ("CSAR") shall be related
     to a particular Stock Option and shall be exercisable only when
     and to the extent the related Stock Option is exercisable.

          (b)  A CSAR may be granted to the Recipient for no more than the
     number of shares subject to the simultaneously or previously
     granted Stock Option to which it is coupled.

          (c)  A CSAR shall entitle the Recipient (or other person entitled
     to exercise the Stock Option pursuant to the Plan) to surrender
     to the Company unexercised a portion of the Stock Option to which
     the CSAR relates (to the extent then exercisable pursuant to its
     terms) and to receive from the Company in exchange therefor an
     amount determined by multiplying the difference obtained by
     subtracting the Stock Option exercise price from the Fair Market
     Value of a share of Common Stock on the date of exercise of the
     CSAR by the number of shares of Common Stock with respect to
     which the CSAR shall have been exercised, subject to any
     limitations the Administering Body may impose.

     11.3 Independent Stock Appreciation Rights.

          (a)  An Independent Stock Appreciation Right ("ISAR") shall be
     unrelated to any Stock Option and shall have the terms set by the
     Administering Body. An ISAR shall be exercisable in such
     installments as the Administering Body may determine. An ISAR
     shall cover such number of shares of Common Stock as the
     Administering Body may determine; provided, however, that unless
     the Administering Body otherwise provides in the terms of the
     ISAR or otherwise, no ISAR granted to a person subject to
     Section 16 of

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<PAGE>

the Exchange Act shall be exercisable until at least six (6)
     months and one day has elapsed from the date on which the
     Stock Option was granted. The exercise price per share of
     the Common Stock subject to each ISAR shall be set by the
     Administering Body. An ISAR is exercisable only while the
     Recipient remains employed or engaged by the Company;
     provided that the Administering Body may determine that the
     ISAR may be exercised subsequent to termination of
     employment or engagement or following a Change in Control of
     the Company, or because of the Recipient's retirement, death
     or Permanent Disability, or otherwise.

          (b)  An ISAR shall entitle the Recipient (or other person
     entitled to exercise the ISAR pursuant to the Plan) to exercise
     all or a specified portion of the ISAR (to the extent then
     exercisable pursuant to its terms) and to receive from the
     Company an amount determined by multiplying the difference
     obtained by subtracting the exercise price per share of the ISAR
     from the Fair Market Value of a share of Common Stock on the date
     of exercise of the ISAR by the number of shares of Common Stock
     with respect to which the ISAR shall have been exercised, subject
     to any limitations the Administering Body may impose.

     11.4 Payment and Limitations on Exercise.

          (a)  Payment of the amounts determined under Section 11.2(c) and
     11.3(b) above shall be in cash, in Common Stock (based on its
     Fair Market Value as of the date the Stock Appreciation Right is
     exercised) or a combination of both, as determined by the
     Administering Body. To the extent such payment is effected in
     Common Stock it shall be made subject to satisfaction of all
     provisions of the Plan pertaining to Stock Options.

          (b)  Holders of Stock Appreciation Rights may be required to
     comply with any timing or other restrictions with respect to the
     settlement or exercise of a Stock Appreciation Right, including a
     window-period limitation, as may be imposed in the discretion of
     the Administering Body.

12.  REORGANIZATIONS

     12.1 Corporate Transactions Not Involving a Change in Control.
If the Company shall consummate any Reorganization not involving
a Change in Control in which holders of shares of Common Stock
are entitled to receive in respect of such shares any securities,
cash or other consideration (including without limitation a
different number of shares of Common Stock), each Award
outstanding under this Plan shall thereafter be claimed or
exercisable, in accordance with this Plan, only for the kind and
amount of securities, cash and/or other consideration receivable
upon such Reorganization by a holder of the same number of shares
of Common Stock as are subject to that Award immediately prior to
such Reorganization, and any adjustments will be made to the
terms of the Award, and the underlying Award Agreement, in the
sole discretion of the Administering Body as it may deem
appropriate to give effect to the Reorganization.

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     12.2 Corporate Transactions Involving a Change in Control.  As of
the effective time and date of any Change in Control, this Plan
and any then outstanding Awards (whether or not vested) shall
automatically terminate unless (a) provision is made in writing
in connection with such transaction for the continuance of this
Plan and for the assumption of such Awards, or for the
substitution for such Awards of new grants covering the
securities of a successor entity or an affiliate thereof, with
appropriate adjustments as to the number and kind of securities
and exercise prices, in which event this Plan and such
outstanding Awards shall continue or be replaced, as the case may
be, in the manner and under the terms so provided; or (b) the
Board otherwise has provided or shall provide in writing for such
adjustments as it deems appropriate in the terms and conditions
of the then-outstanding Awards (whether or not vested), including
without limitation (i) accelerating the vesting of outstanding
Awards and/or (ii) providing for the cancellation of Awards and
their automatic conversion into the right to receive the
securities, cash and/or other consideration that a holder of the
shares underlying such Awards would have been entitled to receive
upon consummation of such Change in Control had such shares been
issued and outstanding immediately prior to the effective date
and time of the Change in Control (net of the appropriate option
exercise prices).  If, pursuant to the foregoing provisions of
this Section 12.2, this Plan and the Awards granted hereunder
shall terminate by reason of the occurrence of a Change in
Control without provision for any of the actions described in
clause (a) or (b) hereof, then any Recipient holding outstanding
Awards shall have the right, at such time immediately prior to
the consummation of the Change in Control as the Board shall
designate, to convert, claim or exercise, as applicable, the
Recipient's Awards to the full extent not theretofore converted,
claimed or exercised, including any installments which have not
yet become vested.

13.  DEFINITIONS

Capitalized terms used in this Plan and not otherwise defined
shall have the meanings set forth below:

"Administering Body" shall mean the Board as long as no Stock
Plan Committee has been appointed and is in effect and shall mean
the Stock Plan Committee as long as the Stock Plan Committee is
appointed and in effect.

"Affiliated Entity" means any Parent Corporation or Subsidiary
Corporation.

"Award" or "Awards," except where referring to a particular
category or grant under the Plan, shall include Incentive Stock
Options, Non-qualified Stock Options, Restricted Stock Awards,
Unrestricted Stock Awards, Performance Stock Awards, Dividend
Equivalent Rights and Stock Appreciation Rights.

"Award Agreement" means the agreement or confirming memorandum
setting forth the terms and conditions of the Award.

"Board" means the Board of Directors of the Company.

"Change in Control" means the following and shall be deemed to
occur if any of the following events occur:

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          (a)  Any Person becomes after the Effective Date the beneficial
     owner (within the meaning of Rule 13d-3 promulgated under the
     Exchange Act) of 50% or more of either the then outstanding
     shares of Common Stock or the combined voting power of the
     Company's then outstanding securities entitled to vote generally
     in the election of directors; or

          (b)  Individuals who, as of the effective date hereof, constitute
     the Board of Directors of the Company (the "Incumbent Board")
     cease for any reason to constitute at least a majority of the
     Board of Directors of the Company, provided that any individual
     who becomes a director after the effective date hereof whose
     election, or nomination for election by the Company's
     stockholders, is approved by a vote of at least a majority of the
     directors then comprising the Incumbent Board shall be considered
     to be a member of the Incumbent Board unless that individual was
     nominated or elected by any Person having the power to exercise,
     through beneficial ownership, voting agreement and/or proxy, 50%
     or more of either the outstanding shares of Common Stock or the
     combined voting power of the Company's then outstanding voting
     securities entitled to vote generally in the election of
     directors, in which case that individual shall not be considered
     to be a member of the Incumbent Board unless such individual's
     election or nomination for election by the Company's stockholders
     is approved by a vote of at least two-thirds of the directors
     then comprising the Incumbent Board; or

          (c)  Consummation by the Company of the sale or other disposition
     by the Company of all or substantially all of the Company's
     assets or a reorganization or merger or consolidation of the
     Company with any other person, entity or corporation, other than

               (i)  a reorganization or merger or consolidation that would
          result in the voting securities of the Company outstanding
          immediately prior thereto (or, in the case of a reorganization or
          merger or consolidation that is preceded or accomplished by an
          acquisition or series of related acquisitions by any Person, by
          tender or exchange offer or otherwise, of voting securities
          representing 5% or more of the combined voting power of all
          securities of the Company, immediately prior to such acquisition
          or the first acquisition in such series of acquisitions)
          continuing to represent, either by remaining outstanding or by
          being converted into voting securities of another entity, more
          than fifty percent (50%) of the combined voting power of the
          voting securities of the Company or such other entity outstanding
          immediately after such reorganization or merger or consolidation
          (or series of related transactions involving such a
          reorganization or merger or consolidation), or

               (ii) a reorganization or merger or consolidation effected to
          implement a recapitalization or reincorporation of the Company
          (or similar transaction) that does not result in a material
          change in beneficial ownership of the voting securities of the
          Company or its successor; or

          (d)  Approval by the stockholders of the Company or any order by
     a court of competent jurisdiction of a plan of liquidation of the
     Company.

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<PAGE>

          (e)  Notwithstanding the foregoing, a Change in Control of the
     type described in paragraph (b), (c) or (d) shall be deemed to be
     completed on the date it occurs, and a Change in Control of the
     type described in paragraph (a) shall be deemed to be completed
     as of the date the entity or group attaining 50% or greater
     ownership has elected its representatives to the Company's Board
     of Directors and/or caused its nominees to become officers of the
     Company with the authority to terminate or alter the terms of
     employee's employment.

"Commission" means the Securities and Exchange Commission.

"Common Stock" means the common stock of the Company as
constituted on the Effective Date of this Plan, and as thereafter
adjusted as a result of any one or more events requiring
adjustment of outstanding Awards under Section 3.4 above.

"Company" means Temtex Industries, Inc., a Delaware corporation.

"Consultant" means any consultant or advisor if:

     (a)  the consultant or advisor renders bona fide services to
     the Company or any Affiliated Entity;

     (b)  the services rendered by the consultant or advisor are
     not in connection with the offer or sale of securities in a
     capital-raising transaction and do not directly or
     indirectly promote or maintain a market for the Company's
     securities; and

     (c)  the consultant or advisor is a natural person who has
     contracted directly with the Company or an Affiliated Entity
     to render such services.

"CSAR" means a coupled stock appreciation right as defined in
Section 4.2.

"Director" means any person serving on the Board of the Company
irrespective of whether such person is also an Employee of the
Company.

"Dividend Equivalent Right" shall mean any Award granted pursuant
to Article 10 of this Plan.

"DRO" shall mean a domestic relations order as defined by the IRC
or Title I of ERISA or the rules thereunder.

"Effective Date" means October 28, 1999, which is the date this
Plan was adopted by the Board.

"Eligible Person" shall include key Employees, Directors and
Consultants of the Company or of any Affiliated Entity.

"Employee" means any officer or other employee (as defined in
accordance with Section 3401(c) of the IRC) of the Company or any
Affiliated Entity.

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<PAGE>

"ERISA" means the Employee Retirement Income Security Act of
1974, as amended.

"Exchange Act" means the Securities Exchange Act of 1934, as
amended.

"Exchange Act Registered Company" means that the Company has any
class of any equity security registered pursuant to Section 12 of
the Exchange Act.

"Expiration Date" means the tenth anniversary of the Effective
Date.

"Fair Market Value" of a share of the Company's capital stock as
of a particular date shall be: (a) if the stock is listed on an
established stock exchange or exchanges (including for this
purpose, the Nasdaq National Market), the closing sale prices of
the stock quoted for such date as reported in the transactions
index of each such exchange, as published in The Wall Street
Journal and determined by the Administering Body, or, if no sale
price was quoted in any such index for such date, then as of the
next preceding date on which such a sale price was quoted; or
(b) if the stock is not then listed on an exchange or the Nasdaq
National Market, the average of the closing bid and asked prices
per share for the stock in the over-the-counter market as quoted
on The Nasdaq Small Cap Market on such date (in the case of (a)
or (b), subject to adjustment as and if necessary and appropriate
to set an exercise price not less than 100% of the Fair Market
Value of the stock on the date an option is granted); or (c) if
the stock is not then listed on an exchange or quoted in the over-
the-counter market, an amount determined in good faith by the
Administering Body; provided, however, that (i) when appropriate,
the Administering Body, in determining Fair Market Value of
capital stock of the Company, may take into account such other
factors as it may deem appropriate under the circumstances and
(ii) if the stock is traded on the Nasdaq Small Cap Market and
both sales prices and bid and asked prices are quoted or
available, the Administering Body may elect to determine Fair
Market Value under either clause (i) or (ii) above.
Notwithstanding the foregoing, the Fair Market Value of capital
stock for purposes of grants of Incentive Stock Options shall be
determined in compliance with applicable provisions of the IRC.

"Incentive Stock Option" means a Stock Option that qualifies as
an incentive stock option under Section 422 of the IRC, or any
successor statute thereto.

"IRC" means the Internal Revenue Code of 1986, as amended.

"ISAR" means an independent stock appreciation right as defined
in Section 11.3.

"Non-employee Director" means any director of the Company who
qualifies as a "non-employee director" within the meaning of
Rule 16b-3.

"Non-qualified Stock Option" means a Stock Option that is not an
Incentive Stock Option.

"Outside Director" means an "outside director" as defined in the
regulations adopted under Section 162(m) of the IRC.

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"Parent Corporation" means any Parent Corporation as defined in
Section 424(e) of the IRC.

"Performance-Based Compensation" means performance-based
compensation as described in Section 162(m) of the IRC.  If the
amount of compensation an Eligible Person will receive under any
Award is not based solely on an increase in the value of Common
Stock after the date of grant, the Stock Plan Committee, in order
to qualify Awards as performance-based compensation under
Section 162(m) of the IRC, can condition the granting, vesting or
exercisability or purchase price of such Awards on the attainment
of a preestablished, objective performance goal. For this
purpose, a preestablished, objective performance goal may include
one or more of the following performance criteria: (a) book
value; (b) earnings per share (including earnings before
interest, taxes and amortization); (c) return on equity;
(d) total stockholder return; (e) return on capital; (f) return
on assets or net assets; (g) income or net income; (h) operating
income or net operating income; (i)  operating margin; (j)
attainment of stated goals related to the Company's
capitalization, costs, financial condition or results of
operations; and (k) any other similar performance criteria.

"Performance Criteria" shall mean the following business criteria
with respect to the Company, any Affiliated Entity or any
division or operating unit:  (a) net income, (b) pre-tax income,
(c) operating income, (d) cash flow, (e) earnings per share, (f)
return on equity, (g) return on invested capital or assets, (h)
cost reductions or savings, (i) funds from operations, (j)
appreciation in the fair market value of Common Stock, (k)
earnings before any one or more of the following items:
interest, taxes, depreciation or amortization and (l) such other
criteria deemed appropriate by the Administering Body.

"Performance Stock Awards" means Awards granted pursuant to
Article 9.

"Permanent Disability" shall mean that the Recipient becomes
physically or mentally incapacitated or disabled so that the
Recipient is unable to perform substantially the same services as
the Recipient performed prior to incurring such incapacity or
disability (the Company, at its option and expense, being
entitled to retain a physician to confirm the existence of such
incapacity or disability, and the determination of such physician
to be binding upon the Company and the Recipient), and such
incapacity or disability continues for a period of three
consecutive months or six months in any 12-month period or such
other period(s) as may be determined by the Stock Plan Committee
with respect to any Award, provided that for purposes of
determining the period during which an Incentive Stock Option may
be exercised pursuant to Section 5.13(b)(ii) hereof, Permanent
Disability shall mean "permanent and total disability" as defined
in Section 22(e) of the IRC.

"Person" means any person, entity or group, within the meaning of
Section 13(d) or 14(d) of the Exchange Act, but excluding (a) the
Company and its Subsidiary Corporations, (b) any employee stock
ownership or other employee benefit plan maintained by the
Company that is qualified under ERISA and (c) an underwriter or
underwriting syndicate that has acquired the Company's securities
solely in connection with a public offering thereof.

"Plan" means this 1999 Omnibus Securities Plan of the Company.

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<PAGE>

"Plan Term" means the period during which this Plan remains in
effect (commencing on the Effective Date and ending on the
Expiration Date).

"Recipient" means a person who has received Awards under this
Plan or any person who is the successor in interest to a
Recipient.

"Reorganization" means any merger, consolidation or other
reorganization.

"Restricted Stock" shall have the meaning ascribed thereto in
Section 7.1.

"Restricted Stock Awards" means any Award granted pursuant to
Article 7 of this Plan.

"Rule 16b-3" means Rule 16b-3 under the Exchange Act.

"Securities Act" means the Securities Act of 1933, as amended.

"Significant Stockholder" is an individual who, at the time an
Award is granted to such individual under this Plan, owns more
than 10% of the combined voting power of all classes of stock of
the Company or of any Parent Corporation or Subsidiary
Corporation (after application of the attribution rules set forth
in Section 424(d) of the IRC).

"Stock Appreciation Right" means a stock appreciation right
granted under Article 11 of this Plan.

"Stock Option" or "Option" means a right to purchase stock of the
Company granted under Article 6 of this Plan to an Eligible
Person.

"Stock Plan Committee" means the committee appointed by the Board
to administer this Plan pursuant to Section 4.1.

"Subsidiary Corporation" means any Subsidiary Corporation as
defined in Section 424(f) of the IRC.

"Unrestricted Stock" shall have the meaning ascribed thereto in
Section 8.1.

"Unrestricted Stock Award" means any Award granted pursuant to
Article 8 of this Plan.

25