EXHIBIT 10.3

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                              BSI HOLDINGS, INC.

                           1995 STOCK INCENTIVE PLAN


                               NOVEMBER 30, 1995

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                               TABLE OF CONTENTS

                                                                          PAGE

ARTICLE I.  GENERAL........................................................  1
      Section 1.1.  PURPOSE................................................  1
      Section 1.2.  ADMINISTRATION.........................................  1
      Section 1.3.  ELIGIBILITY FOR PARTICIPATION..........................  2
      Section 1.4.  TYPES OF AWARDS UNDER PLAN.............................  2
      Section 1.5.  AGGREGATE LIMITATION ON AWARDS.........................  2
      Section 1.6.  EFFECTIVE DATE AND TERM OF PLAN........................  3

ARTICLE II.  STOCK OPTIONS.................................................  3
      Section 2.1.  AWARD OF STOCK OPTIONS.................................  3
      Section 2.2.  STOCK OPTION AGREEMENTS................................  3
      Section 2.3.  STOCK OPTION PRICE.....................................  3
      Section 2.4.  TERM AND EXERCISE......................................  4
      Section 2.5.  MANNER OF PAYMENT......................................  4
      Section 2.6.  DELIVERY OF SHARES.....................................  4
      Section 2.7.  DEATH, RETIREMENT AND TERMINATION OF 
                    EMPLOYMENT OF OPTIONEE.................................  4
      Section 2.8.  TAX ELECTION...........................................  5
      Section 2.9.  EFFECT OF EXERCISE.....................................  5

ARTICLE III.  INCENTIVE STOCK OPTIONS .....................................  5
      Section 3.1.  AWARD OF INCENTIVE STOCK OPTIONS.......................  5
      Section 3.2.  INCENTIVE STOCK OPTION AGREEMENTS......................  5
      Section 3.3.  INCENTIVE STOCK OPTION PRICE...........................  5
      Section 3.4.  TERM AND EXERCISE......................................  5
      Section 3.5.  MAXIMUM AMOUNT OF INCENTIVE STOCK OPTION GRANT.........  6
      Section 3.6.  DEATH OF OPTIONEE......................................  6
      Section 3.7.  RETIREMENT OR DISABILITY...............................  6
      Section 3.8.  TERMINATION FOR OTHER REASONS..........................  6
      Section 3.9.  APPLICABILITY OF STOCK OPTIONS SECTIONS................  6

ARTICLE IV.  RELOAD OPTIONS ...............................................  6
      Section 4.1.  AUTHORIZATION OF RELOAD OPTIONS........................  6
      Section 4.2.  RELOAD OPTION AMENDMENT................................  7
      Section 4.3.  RELOAD OPTION PRICE....................................  7
      Section 4.4.  TERM AND EXERCISE......................................  7
      Section 4.5.  TERMINATION OF EMPLOYMENT..............................  7
      Section 4.6.  APPLICABILITY OF STOCK OPTIONS SECTIONS................  7

ARTICLE V.  ALTERNATE APPRECIATION RIGHTS .................................  7
      Section 5.1.  AWARD OF ALTERNATE APPRECIATION RIGHTS.................  7
      Section 5.2.  ALTERNATE APPRECIATION RIGHTS AGREEMENT................  7
      Section 5.3.  EXERCISE...............................................  7
      Section 5.4.  AMOUNT OF PAYMENT......................................  7
      Section 5.5.  FORM OF PAYMENT........................................  7
      Section 5.6.  EFFECT OF EXERCISE.....................................  8
      Section 5.7.  TERMINATION OF EMPLOYMENT, RETIREMENT, 
                    DEATH OR DISABILITY....................................  8

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ARTICLE VI.  LIMITED RIGHTS ...............................................  8
      Section 6.1.  AWARD OF LIMITED RIGHTS................................  8
      Section 6.2.  LIMITED RIGHTS AGREEMENT...............................  8
      Section 6.3.  EXERCISE PERIOD........................................  8
      Section 6.4.  AMOUNT OF PAYMENT......................................  9
      Section 6.5.  FORM OF PAYMENT........................................  9
      Section 6.6.  EFFECT OF EXERCISE.....................................  9
      Section 6.7.  RETIREMENT OR DISABILITY...............................  9
      Section 6.8.  DEATH OF OPTIONEE OR TERMINATION FOR OTHER REASONS.....  9
      Section 6.9.  TERMINATION RELATED TO A CHANGE IN CONTROL.............  9

ARTICLE VII.  BONUS STOCK AWARDS...........................................  9
      Section 7.1.  AWARD OF BONUS STOCK...................................  9
      Section 7.2.  STOCK BONUS AGREEMENTS................................. 10
      Section 7.3.  TRANSFER RESTRICTION................................... 10

ARTICLE VIII.  MISCELLANEOUS .............................................. 10
      Section 8.1.  GENERAL RESTRICTION.................................... 10
      Section 8.2.  NON-ASSIGNABILITY...................................... 10
      Section 8.3.  WITHHOLDING TAXES...................................... 10
      Section 8.4.  RIGHT TO TERMINATE EMPLOYMENT.......................... 10
      Section 8.5.  NON-UNIFORM DETERMINATIONS............................. 10
      Section 8.6.  RIGHTS AS A SHAREHOLDER................................ 10
      Section 8.7.  DEFINITIONS............................................ 10
      Section 8.8.  LEAVES OF ABSENCE...................................... 11
      Section 8.9.  NEWLY ELIGIBLE EMPLOYEES............................... 11
      Section 8.10. ADJUSTMENTS............................................ 11
      Section 8.11. CHANGES IN THE COMPANY'S CAPITAL STRUCTURE............. 11
      Section 8.12. AMENDMENT OF THIS PLAN................................. 13

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                              BSI HOLDINGS, INC.

                           1995 STOCK INCENTIVE PLAN

                              ARTICLE I.  GENERAL

      Section 1.1. PURPOSE. The purposes of this Stock Incentive Plan (the
"Plan") are to: (1) closely associate the interests of the management of BSI
Holdings, Inc., a Delaware corporation (the "Company"), and its subsidiaries and
affiliates (the Company, together with its subsidiaries and affiliates, being
hereafter collectively referred to as "Brazos") with the shareholders 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; (2) provide management with a proprietary ownership
interest in the Company commensurate with Brazos' performance, as reflected in
increased shareholder value; (3) maintain competitive compensation levels
thereby attracting and retaining highly competent and talented directors and
employees; and (4) provide an incentive to management for continuous employment
with Brazos.

      Section 1.2.  ADMINISTRATION.

            (a) This Plan shall be administered by a Committee of disinterested
      persons appointed by the Board of Directors of the Company (the
      "Committee"), as constituted from time to time. The Committee shall
      consist of at least one member of the Board of Directors. During the
      one-year period prior to commencement of service on the Committee, the
      Committee members will not have participated in, and while serving and for
      one year after serving on the Committee, such members shall not be
      eligible for selection as, persons to whom stock may be allocated or to
      whom stock options or stock appreciation rights may be granted under this
      Plan or any other discretionary plan of the Company under which
      participants are entitled to acquire stock, stock options, or stock
      appreciation rights of the Company other than the automatic grant of
      non-discretionary awards as provided in Article VII.

            (b) The Committee shall have the authority, in its sole discretion
      and from time to time to:

                    (i) designate the employees or classes of employees of
               Brazos eligible to participate in this Plan;

                    (ii) grant awards ("Awards") provided in this Plan in such
               form and amount as the Committee shall determine;

                    (iii) impose such limitations, restrictions, and conditions,
               not inconsistent with this Plan, upon any such Award as the
               Committee shall deem appropriate; and

                    (iv) interpret this Plan and any agreement, instrument, or
               other document executed in connection with this Plan; adopt,
               amend, and rescind rules and regulations relating to this Plan;
               and make all other determinations and take all other action
               necessary or advisable for the implementation and administration
               of this Plan.

            (c) Decisions and determinations of the Committee on all matters
      relating to this Plan shall be in its sole discretion and shall be final,
      conclusive, and binding upon all persons, including the Company, any
      participant, any shareholder of the Company, and any employee of Brazos. A
      majority of the members of the Committee may determine its actions and fix
      the time and place of its meetings. No member of the Committee shall be
      liable for any action taken or decision made in good faith relating to
      this Plan or any Award thereunder.

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      Section 1.3. ELIGIBILITY FOR PARTICIPATION. Participants in this Plan
("Participants") shall be selected by the Committee from the directors,
executive officers and other employees of Brazos who are responsible for or
contribute to the management, growth, success and, profitability of Brazos. In
making this selection and in determining the form and amount of Awards, the
Committee shall consider any factors deemed relevant, including the individual's
functions, responsibilities, value of services to Brazos, and past and potential
contributions to Brazos' profitability and growth.

      Section 1.4.  TYPES OF AWARDS UNDER PLAN.  Awards under this Plan may be 
in the form of any or more of the following:

            (i)   Stock Options, as described in Article II;

           (ii)   Incentive Stock Options, as described in Article III;

          (iii)   Reload Options, as described in Article IV;

           (iv)   Alternate Appreciation Rights, as described in Article V;

            (v)   Limited Rights, as described in Article VI; and/or

           (vi)   Stock Bonus Awards,as described in Article VII.

Awards under this Plan shall be evidenced by an Award Agreement between the
Company and the recipient of the Award ("Award Agreement"), in form and
substance satisfactory to the Committee, and not inconsistent with this Plan.

      Section 1.5.  AGGREGATE LIMITATION ON AWARDS.

            (a) Shares of stock which may be issued under this Plan shall be
      authorized and unissued or treasury shares of Common Stock $.01 par value,
      of the Company ("Common Stock"). The maximum number of shares of Common
      Stock which may be issued under this Plan shall be 60,000.

            (b) For purposes of calculating the maximum number of shares of
      Common Stock that may be issued under this Plan:

                   (i) all the shares issued (including the shares, if any,
            withheld for tax withholding requirements) shall be counted when
            cash is used as full payment for shares issued upon exercise of a
            Stock Option, Incentive Stock Option, or Reload Option;

                  (ii) only the shares issued (including the shares, if any,
            withheld for tax withholding requirements) as a result of an
            exercise of Alternate Appreciation Rights shall be counted; and

                 (iii) only the net shares issued (including the shares, if any,
            withheld for tax withholding requirements) shall be counted when
            shares of Common Stock or another Award under this Plan are used or
            withheld as full or partial payment for shares issued upon exercise
            of a Stock Option, Incentive Stock Option, or Reload Option.

            (c) In addition to shares of Common Stock actually issued pursuant
      to the exercise of Stock Options, Incentive Stock Options, Reload Options,
      or Alternate Appreciation Rights, there shall be deemed to have been
      issued a number of shares equal to the number of shares of Common Stock in
      respect of which Limited Rights (as described in Article VI) shall have
      been exercised.

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            (d) Shares tendered by a participant or withheld as payment for
      shares issued upon exercise of a Stock Option, Incentive Stock Option, or
      Reload Option shall be available for issuance under this Plan. Any shares
      of Common Stock subject to a Stock Option, Incentive Stock Option, or
      Reload Option that for any reason is terminated unexercised or expires
      shall again be available for issuance under this Plan, but shares subject
      to a Stock Option, Incentive Stock Option, or Reload Option that are not
      issued as a result of the exercise of Limited Rights shall not again be
      available for issuance under this Plan.

      Section 1.6.  EFFECTIVE DATE AND TERM OF PLAN.

            (a) This Plan shall become effective on the date approved by the
      holders of a majority of the shares of Common Stock pursuant to one or
      more written consents or at an annual or special meeting of shareholders
      of the Company, in either event within twelve (12) months after this Plan
      is adopted by its Board of Directors.

            (b) No Awards shall be made under this Plan after the tenth
      anniversary of the effective date of this Plan; provided, however, that
      this Plan and all Awards made under this Plan prior to such date shall
      remain in effect until such Awards have been satisfied or terminated in
      accordance with this Plan and the terms of such Awards.

                           ARTICLE II. STOCK OPTIONS

      Section 2.1. AWARD OF STOCK OPTIONS. The Committee may from time to time,
and subject to the provisions of this Plan and such other terms and conditions
as the Committee may prescribe, grant to any participant in this Plan one or
more options to purchase the number of shares of Common Stock ("Stock Options")
allotted by the Committee. The date a Stock Option is granted shall mean the
date selected by the Committee as of which the Committee allots a specific
number of shares to a participant pursuant to this Plan.

      Section 2.2. STOCK OPTION AGREEMENTS. The grant of a Stock Option shall be
evidenced by a written Award Agreement, executed by the Company and the holder
of a Stock Option (the "Optionee"), stating the number of shares of Common Stock
subject to the Stock Option evidenced thereby, and in such form as the Committee
may from time to time determine.

      Section 2.3. STOCK OPTION PRICE. The option price per share of Common
Stock deliverable upon the exercise of a Stock Option shall be an amount
selected by the Committee and shall not be less than 100% of the fair market
value of a share of Common Stock on the date the Stock Option is granted.

      Section 2.4. TERM AND EXERCISE. A Stock Option shall not be exercisable
prior to six months from the date of its grant and unless a shorter period is
provided by the Committee or by another Section of this Plan, may be exercised
during a period of ten years from the date of grant thereof (the "Option Term").
No Stock Option shall be exercisable after the expiration of its Option Term.

      Section 2.5. MANNER OF PAYMENT. Each Award Agreement providing for Stock
Options shall set forth the procedure governing the exercise of the Stock Option
granted thereunder, and shall provide that, upon such exercise in respect of any
shares of Common Stock subject thereto, the Optionee shall pay to the Company,
in full, the option price for such shares with cash, or with previously owned
Common Stock, or at the discretion of the Committee, in whole or in part with,
the surrender of another Award under this Plan, the withholding of shares of
Common Stock issuable upon exercise of such Stock Option, other property, or any
combination thereof (each based on the fair market value of such Common Stock,
Award or other property on the date the Stock Option is exercised as determined
by the Committee).

      Section 2.6. DELIVERY OF SHARES. As soon as practicable after receipt of
payment, the Company shall deliver to the Optionee a certificate or certificates
for such shares of Common Stock. The Optionee shall become

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a shareholder of the Company with respect to Common Stock represented by share
certificates so issued and as such shall be fully entitled to receive dividends,
to vote and to exercise all other rights of a shareholder.

      Section 2.7. DEATH, RETIREMENT AND TERMINATION OF EMPLOYMENT OF OPTIONEE.
Unless otherwise provided in an Award Agreement or otherwise agreed to by the
Committee:

            (a) Upon the death of the Optionee, any rights to the extent
      exercisable on the date of death may be exercised by the Optionee's
      estate, or by a person who acquires the right to exercise such Stock
      Option by bequest or inheritance or by reason of the death of the
      Optionee, provided that such exercise occurs within both the remaining
      effective term of the Stock Option and one year after the Optionee's
      death. The provisions of this Section shall apply notwithstanding the fact
      that the Optionee's employment may have terminated prior to death, but
      only to the extent of any rights exercisable on the date of death.

            (b) Upon termination of the Optionee's employment by reason of
      retirement or permanent disability (as each is determined by the
      Committee), the Optionee may, within up to a maximum of 36 months from the
      date of termination (or such shorter period of time as may be determined
      by the Committee in any instance, as reflected in each Optionee's Award
      Agreement), exercise any Stock Options to the extent such options are
      exercisable during such 36-month period.

            (c) Except as provided in Subsections (a) and (b) of this Section
      2.7, or except as otherwise determined by the Committee, all Stock Options
      shall terminate three months after the date of the termination of the
      Optionee's employment (or such shorter period of time as may be determined
      by the Committee in any instance, as reflected in each Optionee's Award
      Agreement).

      Section 2.8. TAX ELECTION. Provided that the Company is a "reporting
company" under the Securities Exchange Act of 1934, as amended, at the time of
exercise of a Stock Option, recipients of Stock Options who are directors or
executive officers of the Company or who own more than 10% of the Common Stock
of the Company ("Section 16(a) Option Holders") at the time of exercise of a
Stock Option may elect, in lieu of paying to the Company an amount required to
be withheld under applicable tax laws in connection with the exercise of a Stock
Option in whole or in part, to have the Company withhold shares of Common Stock
having a fair market value equal to the amount required to be withheld. Such
election may not be made prior to six months following the grant of the Stock
Option, except in the event of a Section 16(a) Option Holder's death or
disability. The election may be made at the time the Stock Option is exercised
by notifying the Company of the election, specifying the amount of such
withholding and the date on which the number of shares to be withheld is to be
determined ("Tax Date"), which shall be either (i) the date the Stock Option is
exercised or (ii) a date six months after the Stock Option was granted, if
later. The number of shares of Common Stock to be withheld to satisfy the tax
obligation shall be the amount of such tax liability divided by the fair market
value of the Common Stock on the Tax Date (or if not a business day, on the next
closest business day). If the Tax Date is not the exercise date, the Company may
issue the full number of shares of Common Stock to which the Section 16(a)
Option Holder is entitled, and such option holder shall be obligated to tender
to the Company on the Tax Date a number of such shares necessary to satisfy the
withholding obligation. Certificates representing such shares of Common Stock
shall bear a legend describing such Section 16(a) Option Holders obligation
hereunder.

      Section 2.9. EFFECT OF EXERCISE. The exercise of any Stock Option shall
cancel that number of related Alternate Appreciation Rights and/or Limited
Rights, if any, that is equal to the number of shares of Common Stock purchased
pursuant to said option unless otherwise agreed by the Committee in an Award
Agreement or otherwise.


                    ARTICLE III.  INCENTIVE STOCK OPTIONS

      Section 3.1. AWARD OF INCENTIVE STOCK OPTIONS. The Committee may, from
time to time and subject to the provisions of this Plan and such other terms and
conditions as the Committee may prescribe, grant to any

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participant in this Plan one or more "incentive stock options" (intended to
qualify as such under the provisions of Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code") ("Incentive Stock Options") to purchase the
number of shares of Common Stock allotted by the Committee. The date an
Incentive Stock Option is granted shall mean the date selected by the Committee
as of which the Committee allots a specific number of shares to a participant
pursuant to this Plan.

      Section 3.2. INCENTIVE STOCK OPTION AGREEMENTS. The grant of an Incentive
Stock Option shall be evidenced by a written Award Agreement, executed by the
Company and the holder of an Incentive Stock Option (the "Optionee"), stating
the number of shares of Common Stock subject to the Incentive Stock Option
evidenced thereby, and in such form as the Committee may from time to time
determine.

      Section 3.3. INCENTIVE STOCK OPTION PRICE. Subject to Section 2.3(b), the
option price per share of Common Stock deliverable upon the exercise of an
Incentive Stock Option shall be at least 100% of the fair market value of a
share of Common Stock on the date the Incentive Stock Option is granted;
provided, however, the option price per share of Common Stock deliverable upon
the exercise of an Incentive Stock Option granted to any owner of 10% or more of
the total combined voting power of all classes of stock of the Company and its
subsidiaries shall be at least 110% of the fair market value of a share of
Common Stock on the date the Incentive Stock Option is granted.

      Section 3.4. TERM AND EXERCISE. Each Incentive Stock Option shall not be
exercisable prior to six months from the date of its grant and unless a shorter
period is provided by the Committee or another Section of this Plan, may be
exercised during a period of ten years from the date of grant thereof (the
"Option Term"). No Incentive Stock Option shall be exercisable after the
expiration of its Option Term.

      Section 3.5. MAXIMUM AMOUNT OF INCENTIVE STOCK OPTION GRANT. The aggregate
fair market value (determined on the date the option is granted) of Common Stock
subject to an Incentive Stock Option granted to an Optionee by the Committee in
any calendar year shall not exceed $100,000.

      Section 3.6.  DEATH OF OPTIONEE.

            (a) Upon the death of the Optionee, any Incentive Stock Option
      exercisable on the date of death may be exercised by the Optionee's estate
      or by a person who acquires the right to exercise such Incentive Stock
      Option by bequest or inheritance or by reason of the death of the
      Optionee, provided that such exercise occurs within both the remaining
      option term of the Incentive Stock Option and one year after the
      Optionee's death.

            (b) The provisions of this Section shall apply notwithstanding the
      fact that the Optionee's employment may have terminated prior to death,
      but only to the extent of any Incentive Stock Options exercisable on the
      date of death.

      Section 3.7. RETIREMENT OR DISABILITY. Upon the termination of the
Optionee's employment by reason of permanent disability or retirement (as each
is determined by the Committee), the Optionee may, within 36 months from the
date of such termination of employment (or such shorter period of time as may be
determined by the Committee in any instance, as reflected in each Optionee's
Award Agreement), exercise any Incentive Stock Options to the extent such
Incentive Stock Options were exercisable at the date of such termination of
employment. Notwithstanding the foregoing, the tax treatment available pursuant
to Section 422 of the Code upon the exercise of an Incentive Stock Option will
not be available to an Optionee who exercises any Incentive Stock Options more
than (i) 12 months after the date of termination of employment due to permanent
disability or (ii) three months after the date of termination of employment due
to retirement.

      Section 3.8. TERMINATION FOR OTHER REASONS. Except as provided in Sections
3.6 and 3.7 or except as otherwise determined by the Committee, all Incentive
Stock Options shall terminate three months after the date of

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the termination of the Optionee's employment (or such shorter period of time as
may be determined by the Committee in any instance, as reflected in each
Optionee's Award Agreement).

      Section 3.9. APPLICABILITY OF STOCK OPTIONS SECTIONS. Sections 2.5, Manner
of Payment; 2.6, Delivery of Shares; 2.8, Tax Elections and 2.9, Effect of
Exercise, applicable to Stock Options, shall apply equally to Incentive Stock
Options. Such Sections are incorporated by reference in this Article III as
though fully set forth herein.

                         ARTICLE IV.  RELOAD OPTIONS

      Section 4.1. AUTHORIZATION OF RELOAD OPTIONS. Concurrently with or
subsequent to the award of Stock Options and/or the award of Incentive Stock
Options to any participant in this Plan, the Committee may authorize reload
options ("Reload Options") to purchase shares of Common Stock. The number of
Reload Options shall equal (i) the number of shares of Common Stock used to pay
the exercise price of the underlying Stock Options or Incentive Stock Options
and (ii) to the extent authorized by the Committee, the number of shares of
Common Stock withheld by the Company in payment of the exercise price underlying
the Stock Option or Incentive Stock Option or used to satisfy any tax
withholding requirement incident to the exercise of the underlying Stock Options
or Incentive Stock Options. The grant of a Reload Option will become effective
upon the exercise of underlying Stock Options, Incentive Stock Options, or
Reload Options through the use of shares of Common Stock held by the Optionee or
the withholding of shares by the Company in payment of the exercise price of the
underlying Stock Option or Incentive Stock Option held by the Optionee.
Notwithstanding the fact that the underlying option may be an Incentive Stock
Option, a Reload Option is not intended to qualify as an "incentive stock
option" under Section 422 of the Code.

      Section 4.2. RELOAD OPTION AMENDMENT. Each Award Agreement shall state
whether the Committee has authorized Reload Options with respect to the Stock
Options and/or Incentive Stock Options covered by such Agreement. Upon the
exercise of an underlying Stock Option, Incentive Stock Option, or other Reload
Option, the Reload Option will be evidenced by an amendment to the underlying
Award Agreement in such form as the Committee shall approve.

      Section 4.3. RELOAD OPTION PRICE. The option price per share of Common
Stock deliverable upon the exercise of a Reload Option shall be the fair market
value of a share of Common Stock on the date the grant of the Reload Option
becomes effective.

      Section 4.4. TERM AND EXERCISE. Each Reload Option is fully exercisable
six months from the effective date of grant. The term of each Reload Option
shall be equal to the remaining option term of the underlying Stock Option
and/or Incentive Stock Option.

      Section 4.5. TERMINATION OF EMPLOYMENT. Unless otherwise determined by the
Committee in an Award Agreement or otherwise, no additional Reload Options shall
be granted to Optionees when Stock Options, Incentive Stock Options, and/or
Reload Options are exercised pursuant to the terms of this Plan following
termination of the Optionee's employment.

      Section 4.6. APPLICABILITY OF STOCK OPTIONS SECTIONS. Sections 2.5, Manner
of Payment; 2.6 Delivery of Shares; 2.7, Death, Retirement and Termination of
Employment of Optionee; 2.8, Tax Elections; and 2.9, Effect of Exercise,
applicable to Stock Options, shall apply equally to Reload Options. Such
Sections are incorporated by reference in this Article IV as though fully set
forth herein.

                  ARTICLE V.  ALTERNATE APPRECIATION RIGHTS

      Section 5.1. AWARD OF ALTERNATE APPRECIATION RIGHTS. Concurrently with or
subsequent to the award of any Stock Option, Incentive Stock Option, or Reload
Option to purchase one or more shares of Common Stock,

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the Committee may, subject to the provisions of this Plan and such other terms
and conditions as the Committee may prescribe, award to the Optionee with
respect to each share of Common Stock covered by an Option, a related alternate
appreciation right permitting the Optionee to be paid the appreciation on the
Option in lieu of exercising the Option ("Alternate Appreciation Right").

      Section 5.2. ALTERNATE APPRECIATION RIGHTS AGREEMENT. Alternate
Appreciation Rights shall be evidenced by written Award Agreements in such form
as the Committee may from time to time determine.

      Section 5.3. EXERCISE. An Optionee who has been granted Alternate
Appreciation Rights may, from time to time, in lieu of the exercise of an equal
number of Options, elect to exercise one or more Alternate Appreciation Rights
and thereby become entitled to receive from the Company payment in Common Stock
of the number of shares determined pursuant to Sections 5.4 and 5.5. Alternate
Appreciation Rights shall be exercisable only to the same extent and subject to
the same conditions as the Options related thereto are exercisable, as provided
in this Plan. The Committee may, in its discretion, prescribe additional
conditions to the exercise of any Alternate Appreciation Rights.

      Section 5.4. AMOUNT OF PAYMENT. The amount of payment to which an Optionee
shall be entitled upon the exercise of each Alternate Appreciation Right shall
be equal to 100% of the amount, if any, by which the fair market value of a
share of Common Stock on the exercise date exceeds the option price per share on
the Option related to such Alternate Appreciation Right. A Section 16(a) Option
Holder may elect to withhold shares of Common Stock issued under this Section to
pay taxes as described in Section 2.8.

      Section 5.5. FORM OF PAYMENT. The number of shares to be paid shall be
determined by dividing the amount of payment determined pursuant to Section 5.4
by the fair market value of a share of Common Stock on the exercise date of such
Alternate Appreciation Rights. As soon as practicable after exercise, the
Company shall deliver to the Optionee a certificate or certificates for such
shares of Common Stock.

      Section 5.6. EFFECT OF EXERCISE. Unless otherwise provided in an Award
Agreement or agreed to by the Committee, the exercise of any Alternate
Appreciation Rights shall cancel an equal number of Stock Options, Incentive
Stock Options, Reload Options, and Limited Rights, if any, related to said
Alternate Appreciation Rights.


      Section 5.7. TERMINATION OF EMPLOYMENT, RETIREMENT, DEATH OR DISABILITY.
Unless otherwise provided in an Award Agreement or agreed to by the Committee:

            (a) Upon termination of the Optionee's employment (including
      employment as a director of the Company after an Optionee terminates
      employment as an officer or key employee of the Company) by reason of
      permanent disability or retirement (as each is determined by the
      Committee), the Optionee may, within six months from the date of such
      termination (or such shorter period of time as may be determined by the
      Committee in any instance, as reflected in each Optionee's Award
      Agreement), exercise any Alternate Appreciation Rights to the extent such
      Alternate Appreciation Rights are exercisable during such period.

            (b) Except as provided in Section 5.7(a), all Alternate Appreciation
      Rights shall terminate three months after the date of the termination of
      the Optionee's employment or upon the death of the Optionee.

                         ARTICLE VI.  LIMITED RIGHTS

      Section 6.1. AWARD OF LIMITED RIGHTS. Concurrently with or subsequent to
the award of any Stock Option, Incentive Stock Option, Reload Option, or
Alternate Appreciation Right, the Committee may, subject to the provisions of
this Plan and such other terms and conditions as the Committee may prescribe,
award to the Optionee

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with respect to each share of Common Stock covered by an Option, a related
limited right permitting the Optionee, during a specified limited time period,
to be paid the appreciation on the option in lieu of exercising the option
("Limited Right").

      Section 6.2. LIMITED RIGHTS AGREEMENT. Limited Rights granted under this
Plan shall be evidenced by written Award Agreements in such form as the
Committee may from time to time determine.

      Section 6.3. EXERCISE PERIOD. Limited Rights are exercisable in full for a
period of seven months following the date of a Change in Control of the Company
(the "Exercise Period"); provided, however, that Limited Rights may not be
exercised under any circumstances until the expiration of the six-month period
following the date of grant.

      As used in this Plan, a "Change in Control" shall be deemed to have
occurred if:

            (a) individuals who were directors of the Company immediately prior
      to a Control Transaction shall cease, within one year of such Control
      Transaction, to constitute a majority of the Board of Directors of the
      Company (or of the Board of Directors of any successor to the Company or
      to all or substantially all of its assets), or

            (b) any entity, person, or Group other than the Company or the
      current directors or executive officers of the Company acquires shares of
      the Company in a transaction or series of transactions that result in such
      entity, person or Group directly or indirectly owning beneficially 51% or
      more of the outstanding shares.

      As used herein, "Control Transaction" shall be (i) any tender offer for or
acquisition of capital stock of the Company, (ii) any merger, consolidation, or
sale of all or substantially all of the assets of the Company which has been
approved by the shareholders, (iii) any contested election of directors of the
Company, or (iv) any combination of the foregoing which results in a change in
voting power sufficient to elect a majority of the Board of Directors of the
Company. As used herein, "Group" shall mean persons who act in concert as
described in Sections 13(d)(3) and/or 14(d)(2) of the Securities Exchange Act of
1934, as amended.

      Section 6.4. AMOUNT OF PAYMENT. The amount of payment to which an Optionee
shall be entitled upon the exercise of each Limited Right shall be equal to 100%
of the amount, if any, which is equal to the difference between the option price
per share of Common Stock covered by the related option and the Market Price of
a share of such Common Stock. "Market Price" is defined to be the greater of (i)
the highest price per share of the Company's Common Stock paid in connection
with any Change in Control and (ii) the fair market value per share of the
Company's Common Stock determined in accordance with Section 8.7(c).

      Section 6.5. FORM OF PAYMENT. Payment of the amount to which an Optionee
is entitled upon the exercise of Limited Rights, as determined pursuant to
Section 6.4, shall be made solely in cash.

      Section 6.6. EFFECT OF EXERCISE. If Limited Rights are exercised, the
Stock Options, Incentive Stock Options, Reload Options, and Alternate
Appreciation Rights, if any, related to such Limited Rights shall cease to be
exercisable to the extent of the number of shares with respect to which the
Limited Rights were exercised. Upon the exercise or termination of the Stock
Options, Incentive Stock Options, Reload Options, and Alternate Appreciation
Rights, if any, related to such Limited Rights, the Limited Rights granted with
respect thereto terminate to the extent of the number of shares as to which the
related options and Alternate Appreciation Rights were exercised or terminated.

      Section 6.7. RETIREMENT OR DISABILITY. Upon termination of the Optionee's
employment (including employment as a director of the Company after an Optionee
terminates employment as an officer or key employee of the Company) by reason of
permanent disability or retirement (as each is determined by the Committee), the

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Optionee may, within six months from the date of termination, exercise any
Limited Right to the extent such Limited Right is exercisable during such
six-month period.

      Section 6.8. DEATH OF OPTIONEE OR TERMINATION FOR OTHER REASONS. Except as
provided in Sections 6.7 and 6.9, or except as otherwise determined by the
Committee, all Limited Rights granted under this Plan shall terminate upon the
termination of the Optionee's employment or upon the death of the Optionee.

      Section 6.9. TERMINATION RELATED TO A CHANGE IN CONTROL. The requirement
that an Optionee be terminated by reason of retirement or permanent disability
or be employed by Brazos at the time of exercise pursuant to Sections 6.7 and
6.8 respectively, is waived during the Exercise Period as to an Optionee who (i)
was employed by Brazos at the time of the Change in Control and (ii) is
subsequently terminated by Brazos other than for just cause or who voluntarily
terminates if such termination was the result of a good faith determination by
the Optionee that as a result of the Change in Control he is unable to
effectively discharge his present duties or the duties of the position which he
occupied just prior to the Change in Control. As used herein "just cause" shall
mean willful misconduct or dishonesty or conviction of or failure to contest
prosecution for a felony, persistent failure or refusal to attend to duties or
follow Company policy, or excessive absenteeism unrelated to illness.

                       ARTICLE VII.  BONUS STOCK AWARDS

      Section 7.1. AWARD OF BONUS STOCK. The Committee may from time to time,
and subject to the provisions of this Plan and such other terms and conditions
as the Committee may prescribe, grant to any participant in this Plan shares of
Common Stock ("Stock Bonus").

      Section 7.2. STOCK BONUS AGREEMENTS. The grant of a Stock Bonus shall be
evidenced by a written Award Agreement, executed by the Company and the
recipient of a Stock Bonus, in such form as the Committee may from time to time
determine, providing for the terms of such grant, including any vesting
schedule, restrictions on the transfer of such Common Stock or other matters.

      Section 7.3. TRANSFER RESTRICTION. Any Award Agreement providing for the
issuance of Bonus Stock to any person who, at the time of grant, is a person
described in Section 16(a) under the Securities Exchange Act of 1934 shall
provide that such Common Stock cannot be resold for a period of six months
following the grant of such Bonus Stock.

                         ARTICLE VIII.  MISCELLANEOUS

      Section 8.1. GENERAL RESTRICTION. Each Award under this Plan shall be
subject to the requirement that, if at any time the Committee shall determine
that (i) the listing, registration, or qualification of the shares of Common
Stock subject or related thereto upon any securities exchange or under any state
or Federal law, or (ii) the consent or approval of any government regulatory
body, or (iii) an agreement by the grantee of an Award with respect to the
disposition of shares of Common Stock, is necessary or desirable as a condition
of, or in connection with, the granting of such Award or the issue or purchase
of shares of Common Stock thereunder, such Award may not be consummated in whole
or in part unless such listing, registration, qualification, consent, approval
or agreement shall have been effected or obtained free of any conditions not
acceptable to the Committee.

      Section 8.2. NON-ASSIGNABILITY. No Award under this Plan shall be
assignable or transferable by the recipient thereof, except by will or by the
laws of descent and distribution. During the life of the recipient, such Award
shall be exercisable only by such person or by such person's guardian or legal
representative.

      Section 8.3. WITHHOLDING TAXES. Whenever the Company proposes or is
required to issue or transfer shares of Common Stock under this Plan, the
Company shall have the right to require the grantee to remit to the Company an
amount sufficient to satisfy any Federal, state, and/or local withholding tax
requirements prior to the delivery of any certificate or certificates for such
shares. Alternatively, the Company may issue or transfer such

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shares of the Company net of the number of shares sufficient to satisfy the
withholding tax requirements. For withholding tax purposes, the shares of Common
Stock shall be valued on the date the withholding obligation is incurred.

      Section 8.4. RIGHT TO TERMINATE EMPLOYMENT. Nothing in this Plan or in any
agreement entered into pursuant to this Plan shall confer upon any participant
the right to continue in the employment of Brazos or effect any right which
Brazos may have to terminate the employment of such participant.

      Section 8.5. NON-UNIFORM DETERMINATIONS. The Committee's determinations
under this Plan (including without limitation determinations of the persons to
receive Awards, the form, amount and timing of such Awards, the terms and
provisions of such Awards and the agreements evidencing same) need not be
uniform and may be made by it selectively among persons who receive, or are
eligible to receive, awards under this Plan, whether or not such persons are
similarly situated.

      Section 8.6. RIGHTS AS A SHAREHOLDER. The recipient of any Award under
this Plan shall have no rights as a shareholder with respect thereto unless and
until certificates for shares of Common Stock are issued to him or her.

      Section 8.7. DEFINITIONS. In this Plan the following definitions shall
apply:

            (a) "Subsidiary" means any corporation of which, at the time more
      than 50% of the shares entitled to vote generally in an election of
      directors are owned directly or indirectly by the Company or any
      subsidiary thereof.

            (b) "Affiliate" means any person or entity which directly, or
      indirectly through one or more intermediaries, controls, is controlled by,
      or is under common control with the Company.

            (c) "Fair market value" as of any date and in respect or any share
      of Common Stock means (i) until such time as the Common Stock is traded on
      a national securities exchange or over-the-counter and reported on the
      National Association of Securities Dealers Automated Quotations System
      ("NASDAQ"), then the price per share determined in good faith by the
      Committee, taking into consideration all factors it deems relevant,
      including liquidity, priority, minority interest discount, and the price
      per share at which other securities of the Company have been issued; (ii)
      if the Common Stock is traded on a national securities exchange, then the
      closing price on such date or on the next business day, if such date is
      not a business day, of a share of Common Stock reflected in the
      consolidated trading tables of THE WALL STREET JOURNAL or any other
      publication selected by the Committee; or (iii) if the Common Stock is
      traded over-the-counter and reported on NASDAQ, then the average of the
      high and low sales prices on such trading day as reported in such
      publication or, if not so published, then as reported by NASDAQ, and if
      the Common Stock is not in the NASDAQ National Market System on such
      trading day, then the representative bid and asked prices at the end of
      such trading day in such market as reported by NASDAQ. In no event shall
      the fair market value of any share of Common Stock be less than its par
      value.

            (d) "Option" means Stock Option, Incentive Stock Option, or Reload
      Option.

            (e) "Option price" means the purchase price per share of Common
      Stock deliverable upon the exercise of a Stock Option, Incentive Stock
      Option, or Reload Option.

      Section 8.8. LEAVES OF ABSENCE. The Committee shall be entitled to make
such rules, regulations, and determinations as it deems appropriate under this
Plan in respect of any leave of absence taken by the recipient of any Award.
Without limiting the generality of the foregoing, the Committee shall be
entitled to determine (i) whether or not any such leave of absence shall
constitute a termination of employment within the meaning of this

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Plan and (ii) the impact, if any, of any such leave of absence on Awards under
this Plan theretofore made to any recipient who takes such leave of absence.

      Section 8.9. NEWLY ELIGIBLE EMPLOYEES. The Committee shall be entitled to
make such rules, regulations, determinations and awards as it deems appropriate
in respect of any employee who becomes eligible to participate in this Plan or
any portion thereof after the commencement of an award or incentive period.

      Section 8.10. ADJUSTMENTS. In any event of any change in the outstanding
Common Stock by reason of a stock dividend or distribution, recapitalization,
merger, consolidation, split-up, combination, exchange of shares or the like,
the Committee may appropriately adjust the number of shares of Common Stock that
may be issued under this Plan, the number of shares of Common Stock subject to
Options theretofore granted under this Plan, and any and all other matters
deemed appropriate by the Committee.

      Section 8.11.  CHANGES IN THE COMPANY'S CAPITAL STRUCTURE.

            (a) The existence of outstanding Options, Alternative Appreciation
      Rights, or Limited Rights shall not affect in any way the right or power
      of the Company or its shareholders to make or authorize any or all
      adjustments, recapitalizations, reorganizations, or other changes in the
      Company's capital structure or its business, or any merger or
      consolidation of the Company, or any issue of bonds, debentures, preferred
      or prior preference stock ahead of or affecting the Common Stock or the
      rights thereof, or the dissolution or liquidation of the Company, or any
      sale or transfer of all or any part of its assets or business, or any
      other corporate act or proceeding, whether of a similar character or
      otherwise.

            (b) If, while there are outstanding Options, the Company shall
      effect a subdivision or consolidation of shares or other increase or
      reduction of the number of shares of the Common Stock outstanding without
      receiving compensation therefor in money, services or property, then (a)
      in the event of an increase in the number of such shares outstanding, the
      number of shares of Common Stock then subject to Options hereunder shall
      be proportionately increased; and (b) in the event of a decrease in the
      number of such shares outstanding the number of shares then available for
      Option hereunder shall be proportionately decreased.

            (c) After a merger of one or more corporations into the Company, or
      after a consolidation of the Company and one or more corporations in which
      the Company shall be the surviving corporation, which transaction alters
      the outstanding capital structure of the Company, then each holder of an
      outstanding Option shall, at no additional cost, be entitled upon exercise
      of such Option to receive (subject to any required action by shareholders)
      in lieu of the number of shares as to which such Option shall then be so
      exercisable, the number and class of shares of stock or other securities
      to which such holder would have been entitled to receive pursuant to the
      terms of the agreement of merger or consolidation if, immediately prior to
      such merger or consolidation, such holder had been the holder of record of
      a number of shares of the Company equal to the number of shares as to
      which such Option had been exercisable.

            (d) If the Company is merged into or consolidated with another
      corporation or other entity under circumstances where the Company is not
      the surviving corporation, or if the Company sells or otherwise disposes
      of substantially all of its assets to another corporation or other entity
      while unexercised Options remain outstanding, then the Committee may
      direct that any of the following shall occur:

                   (i) If the successor entity is willing to assume the
            obligation to deliver shares of stock or other securities after the
            effective date of the merger, consolidation or sale of assets, as
            the case may be, each holder of an outstanding Option shall be
            entitled to receive, upon the exercise of such Option and payment of
            the option price, in lieu of shares of Common Stock, such shares of
            stock or other securities as the holder of such Option would have
            been entitled to receive had such Option been exercised immediately
            prior to the consummation of such merger,

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            consolidation or sale, and any related Alternate Appreciation Right
            and Limited Right associated with such Option shall apply as nearly
            as practicable to the shares of stock or other securities
            purchasable upon exercise of the Option following such merger,
            consolidation or sale of assets.

                  (ii) The Committee may waive any limitations set forth in or
            imposed pursuant to this Plan or any Award Agreement with respect to
            such Option and any related Alternate Appreciation Right or Limited
            Option such that such Option and related Alternate Appreciation
            Right and Limited Right shall become exercisable prior to the record
            or effective date of such merger, consolidation or sale of assets.

                 (iii) The Committee may cancel all outstanding Options and
            Alternate Appreciation Rights (but not Limited Rights) as of the
            effective date of any such merger, consolidation, or sale of assets
            provided that prior notice of such cancellation shall be given to
            each holder of an Option at least 30 days prior to the effective
            date of such merger, consolidation, or sale of assets, and each
            holder of an Option shall have the right to exercise such Option and
            any related Alternate Appreciation Right in full during a period of
            not less than 30 days prior to the effective date of such merger,
            consolidation, or sale of assets. No action taken by the Committee
            under this subsection shall have the effect of terminating, and
            nothing in this subsection shall permit the Committee to terminate,
            any Limited Right held by an Optionee.

            (e) Except as herein provided, the issuance by the Company of Common
      Stock or any other shares of capital stock or securities convertible into
      shares of capital stock, for cash property, labor done or other
      consideration, shall not affect, and no adjustment by reason thereof shall
      be made with respect to, the number or price of shares of Common Stock
      then subject to outstanding Options.

      Section 8.12.  AMENDMENT OF THIS PLAN.

            (a) The Committee may, without further action by the shareholders
      and without receiving further consideration from the participants, amend
      this Plan or condition or modify Awards under this Plan in response to
      changes in securities or other laws or rules, regulations or regulatory
      interpretations thereof applicable to this Plan or to comply with stock
      exchange rules or requirements.

            (b) The Committee may at any time and from time to time terminate or
      modify or amend this Plan in any respect, except that without shareholder
      approval the Committee may not (i) increase the maximum number of shares
      of Common Stock which may be issued under this Plan (other than increases
      pursuant to Section 8.10), (ii) extend the period during which any Award
      may be granted or exercised, or (iii) extend the term of this Plan. The
      termination or any modification or amendment of this Plan, except as
      provided in subsection (a), shall not, without the consent of a
      participant, affect his or her rights under an Award previously granted to
      him or her.

            (c) Notwithstanding Sections 8.12(a) and (b), the provisions of
      Article VII of this Plan may not be amended more than once every six
      months, other than to comport with changes in the Code, the Employee
      Retirement Income Security Act of 1974, or the rules thereunder.

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