EXHIBIT 4.1

                             INVVISION CAPITAL, INC.
                             2004 OMNIBUS STOCK PLAN

      1.    Purpose.  The purpose of the  Invvision  Capital,  Inc. 2004 Omnibus
Stock Plan (the  "Plan") is to promote  the  interests  of the  Company  and its
shareholders  by providing key personnel of the Company and its Affiliates  with
an opportunity to acquire a proprietary  interest in the Company and reward them
for  achieving  a high  level of  performance  and  thereby  develop a  stronger
incentive to put forth maximum  effort for the  continued  success and growth of
the  Company and its  Affiliates.  In  addition,  the  opportunity  to acquire a
proprietary  interest in the Company will aid in  attracting  and  retaining key
personnel of outstanding  ability.  The Plan is also intended to provide Outside
Directors with an opportunity to acquire a proprietary  interest in the Company,
to compensate Outside Directors, consultants and advisors for their contribution
to the Company and to aid in  attracting  and  retaining  Outside  Directors and
qualified consultants and advisors.

      2.    Definitions.  The capitalized  terms used elsewhere in the Plan have
the meanings set forth below.  Except when  otherwise  indicated by the context,
reference to the masculine gender shall include,  when used, the feminine gender
and any term used in the singular shall also include the plural.

            (a)   "Affiliate"   means   any   corporation   that  is  a  "parent
corporation"  or  "subsidiary  corporation"  of the Company,  as those terms are
defined in Code Sections 424(e) and (f), or any successor provisions.

            (b)   "Agreement" means a written contract consistent with the terms
of the Plan entered into between the Company or an Affiliate  and a  Participant
and containing the terms and conditions of an Award.  Each  Agreement,  together
with all amendments thereto, will be in such form as the Committee approves from
time to time.  Any  amendments to an Agreement may be  unilaterally  made by the
Company (with the approval of the Committee)  unless such  amendments are deemed
by the Committee to be materially adverse to the Participant and not required as
a matter of law.

            (c)   "Award" or  "Awards"  means a grant made under the Plan in the
form of Restricted Stock, Options, Stock Appreciation Rights, Performance Units,
Stock or any other stock-based award.

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

            (e)   "Code" means the Internal Revenue Code of 1986, as amended and
in effect from time to time or any successor statute.

            (f)   "Committee"   means   two  or  more   Non-Employee   Directors
designated by the Board to administer the Plan under Section 3.1 of the Plan and
constituted  so as to permit  grants  thereby to comply with  Exchange  Act Rule
16b-3 and Code Section 162(m).


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            (g)   "Company" means Invvision Capital, Inc., a Nevada corporation,
or any  successor  to all or  substantially  all of its  businesses  by  merger,
consolidation, purchase of assets or otherwise.

            (h)   "Effective  Date" means the date specified in Section 12(a) of
the Plan.

            (i)   "Employee" means an employee (including an officer or director
who is also an employee) of the Company or an Affiliate.

            (j)   "Event" means any of the following:

                  (1)   The  acquisition  by any  individual,  entity  or  group
      (within the meaning of Exchange  Act  Sections  13(d)(3) or  14(d)(2))  of
      beneficial  ownership  (within the meaning of Exchange  Act Rule 13d-3) of
      [30%] or more of either (i) the then-outstanding shares of common stock of
      the Company (the "Outstanding  Company Common Stock") or (ii) the combined
      voting  power of the  then-outstanding  voting  securities  of the Company
      entitled to vote generally in the election of the Board (the  "Outstanding
      Company Voting Securities").  Notwithstanding the foregoing sentence,  the
      following acquisitions will not constitute an Event:

                        (A)   any   acquisition   of  common   stock  or  voting
            securities of the Company directly from the Company,

                        (B)   any   acquisition   of  common   stock  or  voting
            securities  of the Company by the Company or any of its wholly owned
            Subsidiaries,

                        (C)   any   acquisition   of  common   stock  or  voting
            securities  of the Company by any employee  benefit plan (or related
            trust)  sponsored  or  maintained  by  the  Company  or  any  of its
            Subsidiaries, or

                        (D)   any acquisition by any corporation with respect to
            which,  immediately following such acquisition,  more than [70%] of,
            respectively,  the  then-outstanding  shares of common stock of such
            corporation  and the combined  voting power of the  then-outstanding
            voting securities of such corporation  entitled to vote generally in
            the election of directors is then  beneficially  owned,  directly or
            indirectly,  by all or  substantially  all  of the  individuals  and
            entities  who  were  the  beneficial  owners,  respectively,  of the
            Outstanding  Company  Common Stock and  Outstanding  Company  Voting
            Securities  immediately before such acquisition in substantially the
            same  proportions as was their  ownership,  immediately  before such
            acquisition, of the Outstanding Company Common Stock and Outstanding
            Company Voting Securities,  as the case may be. [NTD: This % is tied
            to (j)(1) definition]

                  (2)   Individuals  who, as of the Effective  Date,  constitute
      the Board (the  "Incumbent  Board")  cease for any reason to constitute at
      least a majority of the Board. However, any individual becoming a director
      of the Board after the Effective  Date whose  election,  or nomination for
      election by the Company's shareholders, was approved by a vote of at least
      a majority of the directors then  comprising  the Incumbent  Board will be
      considered  a member  of the  Incumbent  Board,  but  excluding,  for this
      purpose,  any such individual whose initial assumption of office occurs as
      a result of an actual or threatened election contest.


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                  (3)   Approval  by  the  shareholders  of  the  Company  of  a
      reorganization, merger, consolidation or statutory exchange of Outstanding
      Company   Voting   Securities,    unless   immediately    following   such
      reorganization,  merger,  consolidation or exchange,  all or substantially
      all of the  individuals  and  entities  who  were the  beneficial  owners,
      respectively,  of the  Outstanding  Company  Common Stock and  Outstanding
      Company Voting Securities immediately before such reorganization,  merger,
      consolidation or exchange  beneficially own, directly or indirectly,  more
      than [70%] of, respectively,  the then-outstanding  shares of common stock
      and the combined voting power of the  then-outstanding  voting  securities
      entitled to vote  generally in the election of directors,  as the case may
      be,  of  the  corporation  resulting  from  such  reorganization,  merger,
      consolidation  or exchange in  substantially  the same  proportions as was
      their  ownership,   immediately   before  such   reorganization,   merger,
      consolidation  or exchange,  of the  Outstanding  Company Common Stock and
      Outstanding Company Voting Securities, as the case may be.

                  (4)   Approval  by the  shareholders  of the  Company of (i) a
      complete  liquidation  or  dissolution  of the Company or (ii) the sale or
      other  disposition  of all or  substantially  all  of  the  assets  of the
      Company,  other than to a corporation  with respect to which,  immediately
      following   such  sale  or  other   disposition,   more  than   [70%]  of,
      respectively,   the  then-outstanding  shares  of  common  stock  of  such
      corporation and the combined voting power of the  then-outstanding  voting
      securities of such corporation  entitled to vote generally in the election
      of directors is then beneficially owned, directly or indirectly, by all or
      substantially  all of the individuals and entities who were the beneficial
      owners,  respectively,   of  the  Outstanding  Company  Common  Stock  and
      Outstanding  Company  Voting  Securities  immediately  before such sale or
      other  disposition  in  substantially  the same  proportion  as was  their
      ownership,  immediately  before  such  sale or other  disposition,  of the
      Outstanding   Company   Common  Stock  and   Outstanding   Company  Voting
      Securities, as the case may be.

                  (5)   Notwithstanding  the above, an Event shall not be deemed
      to occur with respect to a recipient of an Award if the acquisition of the
      [30%] or greater  interest  referred to in Section  2(j)(1) is by a group,
      acting in concert, that includes that recipient of an Award or if at least
      30% of the  then-outstanding  common stock or combined voting power of the
      then-outstanding  voting  securities  (or voting equity  interests) of the
      surviving  corporation or of any corporation  (or other entity)  acquiring
      all  or  substantially   all  of  the  assets  of  the  Company  shall  be
      beneficially   owned,   directly  or  indirectly,   immediately   after  a
      reorganization,   merger,  consolidation,   statutory  share  exchange  or
      disposition  of assets  referred to in Section  2(j)(3) or (4) by a group,
      acting in concert, that includes that recipient of an Award.

            (k)   "Exchange Act" means the  Securities  Exchange Act of 1934, as
amended and in effect from time to time or any successor statute.


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            (l)   "Exchange Act Rule 16b-3" means Rule 16b-3  promulgated by the
Securities and Exchange Commission under the Exchange Act as in effect from time
to time, or any successor regulation.

            (m)   "Fair  Market  Value" as of any date means,  unless  otherwise
                  expressly provided in the Plan:

                  (1)   the closing  sale price of a Share on the date of grant,
      or, if no sale of Shares  occurred on that date, on the next preceding day
      on which a sale of Shares occurred:

                        (A)   on the composite  tape for New York Stock Exchange
            listed shares; or

                        (B)   if the Shares are not quoted on the composite tape
            for New York Stock Exchange listed shares,  on the principal  United
            States  Securities  Exchange  registered  under the  Exchange Act on
            which the Shares are listed; or

                        (C)   if the Shares are not listed on any such exchange,
            on the National  Association of Securities  Dealers,  Inc. Automated
            Quotations National Market System or any system then in use; or

                  (2)   if clause 2(m)(1) is inapplicable,  the mean between the
      closing  "bid" and the closing  "asked"  quotation  of a Share on the date
      immediately  preceding that date, or, if no closing bid or asked quotation
      is made on that date, on the next preceding day on which a closing bid and
      asked  quotation  is  made,  on the  National  Association  of  Securities
      Dealers, Inc. Automated Quotations System or any system then in use; or

                  (3)   if clauses  2(m)(1) and 2(m)(2) are  inapplicable,  what
      the Committee determines in good faith to be 100% of the fair market value
      of a Share on that date, using such criteria as it deems  appropriate,  in
      its sole discretion, for valuation.

                  (4)   However, if the applicable securities exchange or system
      has  closed  for the day at the time the  event  occurs  that  triggers  a
      determination  of Fair Market  Value,  whether the grant of an Award,  the
      exercise  of an  Option  or Stock  Appreciation  Right or  otherwise,  all
      references in this Section 2(m) to the "date  immediately  preceding  that
      date" will be deemed to be  references  to "that  date." In the case of an
      Incentive Stock Option, if this  determination of Fair Market Value is not
      consistent  with the then  current  regulations  of the  Secretary  of the
      Treasury,  Fair Market Value will be determined  in accordance  with those
      regulations.  The  determination  of  Fair  Market  Value  is  subject  to
      adjustment as provided in Section 16.

            (n)   "Fundamental Change" means a dissolution or liquidation of the
Company,  a sale of substantially all of the assets of the Company,  a merger or
consolidation of the Company with or into any other  corporation,  regardless of
whether the Company is the surviving corporation,  or a statutory share exchange
involving capital stock of the Company.


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            (o)   "Incentive  Stock Option" means any Option  designated as such
and  granted in  accordance  with the  requirements  of Code  Section 422 or any
successor provision.

            (p)   "Insider" as of a particular  date means any person who, as of
that date is an  officer  of the  Company as  defined  under  Exchange  Act Rule
16a-1(t) or its successor provision.

            (q)   "Non-Employee  Director"  means a member  of the  Board who is
considered  a  non-employee  director  within the meaning of  Exchange  Act Rule
16b-3(b)(3) or its successor  provision and an outside  director for purposes of
Code Section 162(m).

            (r)   "Non-Statutory  Stock  Option"  means an Option  other than an
Incentive Stock Option.

            (s)   "Option"  means a right  to  purchase  Stock,  including  both
Non-Statutory Stock Options and Incentive Stock Options.

            (t)   "Outside Director" means a director who is not an Employee.

            (u)   "Participant"  means a person or entity to whom an Award is or
has been made in accordance with the Plan.

            (v)   "Performance  Cycle"  means the period of time as specified in
an Agreement over which Performance Units are to be earned.

            (w)   "Performance Units" means an Award made pursuant to Section 11
of the Plan.

            (x)   "Plan" means this Invvision  Capital,  Inc. 2004 Omnibus Stock
Plan, as may be amended and in effect from time to time.

            (y)   "Restricted  Stock" means Stock granted under Section 7 of the
Plan so long as such Stock remains subject to one or more restrictions.

            (z)   "Section 16" or "Section  16(b)"  means  Section 16 or Section
16(b), respectively,  of the Exchange Act or any successor statute and the rules
and regulations  promulgated thereunder as in effect and as amended from time to
time.

            (aa)  "Share" means a share of Stock.

            (bb)  "Stock" means the Common Stock, par value $.0001 per share, of
the Company.

            (cc)  "Stock  Appreciation  Right" means a right, the value of which
is determined in relation to the  appreciation in value of Shares pursuant to an
Award granted under Section 10 of the Plan.


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            (dd)  "Subsidiary" means a "subsidiary corporation," as that term is
defined in Code Section 424(f) or any successor provision. (ee) "Successor" with
respect  to a  Participant  means the  legal  representative  of an  incompetent
Participant, and if the Participant is deceased the estate of the Participant or
the person or persons  who may,  by bequest or  inheritance,  or pursuant to the
terms of an Award, acquire the right to exercise an Option or Stock Appreciation
Right or to receive cash and Shares  issuable in satisfaction of an Award in the
event of the Participant's death.

            (ff)  "Term"  means  the  period  during  which an  Option  or Stock
Appreciation  Right may be exercised or the period during which the restrictions
or terms and  conditions  placed on  Restricted  Stock or any other Award are in
effect.

            (gg)  "Transferee"  means any member of the Participant's  immediate
family (i.e., his or her children,  step-children,  grandchildren and spouse) or
one or more  trusts for the benefit of such family  members or  partnerships  in
which such family members are the only partners.

      3.    Administration and Indemnification.

            (a)   Administration.

                  (1)   The Committee  will  administer  the Plan. The Committee
      has exclusive  power to (A) make Awards,  (B)  determine  when and to whom
      Awards will be granted,  the form of each Award, the amount of each Award,
      and any other terms or conditions of each Award  consistent with the Plan,
      and (C) determine  whether,  to what extent and under what  circumstances,
      Awards may be settled,  paid or exercised in cash, Shares or other Awards,
      or other property or canceled,  forfeited or suspended. Each Award will be
      subject to an Agreement  authorized  by the  Committee.  A majority of the
      members  of the  Committee  constitutes  a quorum  for any  meeting of the
      Committee, and acts of a majority of the members present at any meeting at
      which a quorum is present or the acts  unanimously  approved in writing by
      all  members  of  the  Committee  will  be  the  acts  of  the  Committee.
      Notwithstanding the foregoing,  the Board has the sole and exclusive power
      to administer the Plan with respect to Awards granted to Outside Directors
      and,  except to the extent that the grant or  exercise  of such  authority
      would  cause any Award or  transaction  to become  subject  to (or lose an
      exemption under) the short-swing profit recovery  provisions of Section 16
      of the  Exchange  Act,  the Board may,  at any time and from time to time,
      without  any  further  action of the  Committee,  exercise  the powers and
      duties of the  Committee  under the Plan. To the extent that any permitted
      action taken by the Board  conflicts  with action taken by the  Committee,
      the Board action will control.

                  (2)   Solely for  purposes of  determining  and  administering
      Awards to  Participants  who are not Insiders,  the Committee may delegate
      all or any portion of its authority  under the Plan to one or more persons
      who are not Non-Employee Directors.


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                  (3)   To the  extent  within  its  discretion  and  subject to
      Sections 15 and 16 of the Plan,  other than price, the Committee may amend
      the terms and conditions of any outstanding Award.

                  (4)   It is the intent  that the Plan and all  Awards  granted
      under it will be  administered  by the  Committee so as to permit the Plan
      and  Awards  to  comply  with  Exchange  Act Rule  16b-3,  except  in such
      instances as the  Committee,  in its  discretion,  may so provide.  If any
      provision  of the  Plan  or of any  Award  would  otherwise  frustrate  or
      conflict with the intent expressed in this Section 3(a)(4), that provision
      to the extent  possible  will be  interpreted  and  deemed  amended in the
      manner  determined by the  Committee so as to avoid the  conflict.  To the
      extent of any remaining  conflict with this intent,  the provision will be
      deemed void as applicable  to Insiders to the extent  permitted by law and
      in the manner deemed advisable by the Committee.

                  (5)   The  Committee's  interpretation  of the Plan and of any
      Award or  Agreement  made  under  the Plan and all  related  decisions  or
      resolutions of the Board or Committee are final and binding on all parties
      with an interest therein. Consistent with its terms, the Committee has the
      power to establish,  amend or waive regulations to administer the Plan. In
      carrying out any of its responsibilities,  the Committee has discretionary
      authority  to  construe  the terms of the Plan and any Award or  Agreement
      made under the Plan.

            (b)   Indemnification. The Company will indemnify each person who is
or was a member of the Committee,  or of the Board, and any other person to whom
the Committee delegates authority under the Plan. The Company's  indemnification
obligations  under this Section 3(b) will be subject to  applicable  law and any
limitations  imposed under the  Company's  charter  documents.  The Company will
indemnify  each such person  against and from any liability  that may be imposed
upon or reasonably  incurred by such person in connection with or resulting from
any claim,  action,  suit or  proceeding to which such person may be involved by
reason of any  action  taken or failure to act,  made in good  faith,  under the
Plan, so long as such person gives the Company an opportunity,  at the Company's
expense,  to handle and defend the same before such person  undertakes to handle
and defend it on such person's own behalf.  This right of  indemnification  will
not be exclusive of any other rights of  indemnification to which such person or
persons may be entitled under the Company's Articles of Incorporation or Bylaws,
as a matter of law,  or  otherwise,  or any power that the  Company  may have to
indemnify them or hold them harmless.

      4.    Shares Available under the Plan.

            (a)   The number of Shares available for distribution under the Plan
will not exceed [30,000,000] (subject to adjustment under Section 16).

            (b)   Any Shares  awarded  under the Plan that are not used  because
the terms and conditions of the Award are not met may again be used for an Award
under the Plan.  This includes any unexercised or  undistributed  portion of any
terminated, expired, exchanged, or forfeited Award, or any Award settled in cash
in lieu of Shares.  However,  Shares with respect to which a Stock  Appreciation
Right has been  exercised,  whether paid in cash or in Shares,  may not again be
awarded under the Plan.


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            (c)   For the  purposes  of  computing  the  total  number of Shares
granted under the Plan,  the following  rules apply to Awards  payable in Shares
where appropriate:

                  (1)   each  Option  is  deemed  to be  the  equivalent  of the
      maximum  number  of  Shares  that  may  be  issued  upon  exercise  of the
      particular Option;

                  (2)   an Award  other  than an Option  payable  in some  other
      security  is  deemed  to be  equal to the  number  of  Shares  to which it
      relates;

                  (3)   where the number of Shares  available under the Award is
      variable on the date it is granted, the Award is deemed to be equal to the
      maximum  number of Shares  that could be  received  under that  particular
      Award;

                  (4)   where  two or more  types of  Awards  (all of which  are
      payable in Shares) are granted to a Participant in tandem with each other,
      such that the  exercise  of one type of Award with  respect to a number of
      Shares cancels at least an equal number of Shares of the other,  each such
      joint Award is deemed to be the equivalent of the maximum number of Shares
      available under the largest single Award; and

                  (5)   additional  rules for  determining  the number of Shares
      granted under the Plan may be made by the Committee as it deems  necessary
      or desirable.

            (d)   No  fractional  Shares may be issued under the Plan.  Instead,
cash will be paid in lieu of any fractional Share in settlement of an Award.

            (e)   The  maximum  number  of  Shares  that  may  be  awarded  to a
Participant  in any calendar year in the form of Options and the maximum  number
of Shares that may be awarded to a Participant  in any calendar year in the form
of Stock Appreciation Rights is [500,000].

      5.    Eligibility.  Participation  in the Plan is limited to Employees and
to individuals or entities who are not Employees but who provide services to the
Company or an  Affiliate,  including  services  provided  in the  capacity  of a
consultant,  advisor  or  director.  The  granting  of  Awards  is solely at the
discretion of the  Committee,  except that  Incentive  Stock Options may only be
granted to Employees.  References herein to "employed,"  "employment" or similar
terms (except  "Employee")  include the providing of services in any capacity or
as a director or director  emeritus.  Neither the  transfer of  employment  of a
Participant between any of the Company or its Affiliates, nor a leave of absence
granted to such  Participant  and  approved by the  Committee,  will be deemed a
termination of employment for purposes of the Plan.

      6.    General Terms of Awards.

            (a)   Amount of Award.  Each  Agreement will set forth the number of
Shares of Restricted Stock, Stock or Performance Units subject to the Agreement,
or the number of Shares to which the Option subject to the Agreement  applies or
with respect to which payment upon the exercise of the Stock  Appreciation Right
subject to the Agreement is to be determined,  as the case may be, together with
such other terms and  conditions  applicable  to the Award as  determined by the
Committee acting in its sole discretion.


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            (b)   Term.  Each  Agreement,  other than those  relating  solely to
Awards of Shares  without  restrictions,  will set forth the Term of the Option,
Stock  Appreciation  Right,  Restricted  Stock or other Award or the Performance
Cycle  for the  Performance  Units,  as the  case  may be.  Acceleration  of the
expiration of the applicable  Term is permitted,  upon such terms and conditions
as may be set forth in the Agreement,  which may, but need not, include, without
limitation,  acceleration  resulting  from the  occurrence of an Event or in the
event of the Participant's death or retirement.  Acceleration of the Performance
Cycle of the Performance Units will be subject to Section 11(b).

            (c)   Transferability.  Except as provided in this  Section,  during
the lifetime of a Participant to whom an Award is granted, only that Participant
(or that  Participant's  legal  representative)  may exercise an Option or Stock
Appreciation  Right, or receive payment with respect to Performance Units or any
other  Award.  No  Award of  Restricted  Stock  (before  the  expiration  of the
restrictions),  Options,  Stock Appreciation Rights,  Performance Units or other
Award may be sold,  assigned,  transferred,  exchanged or  otherwise  encumbered
other than to a Successor in the event of a Participant's death or pursuant to a
qualified  domestic  relations  order as  defined  in the Code or Title 1 of the
Employee  Retirement Income Security Act of 1974, as amended  ("ERISA"),  or the
rules thereunder.  Any attempted transfer in violation of this Section 6(c) will
be of no effect.  Notwithstanding the prior two sentences,  the Committee, in an
Agreement or otherwise at its discretion, may provide that the Award (other than
Incentive  Stock Options) may be transferable to a Transferee if the Participant
does not  receive  any  consideration  for the  transfer.  Any  Award  held by a
Transferee  will  continue to be subject to the same terms and  conditions  that
were  applicable to that Award  immediately  before the transfer  thereof to the
Transferee.  For purposes of any  provision of the Plan  relating to notice to a
Participant  or to  acceleration  or  termination  of an Award  upon the  death,
disability or  termination  of employment of a  Participant,  the  references to
"Participant" mean the original grantee of an Award and not any Transferee.

            (d)   Termination of Employment.  Except as otherwise  determined by
the  Committee  or  provided  by the  Committee  in an  Agreement,  in case of a
Participant's termination of employment, the following provisions will apply:

                  (1)   Options and Stock Appreciation Rights.

                        (A)   If   a    Participant's    employment   or   other
            relationship with the Company and its Affiliates  terminates because
            of the Participant's  death,  then any Option or Stock  Appreciation
            Right  that  has  not  expired  or  been   terminated   will  remain
            exercisable  for one year after  Participant's  death,  but,  unless
            otherwise  provided in the  Agreement,  only to the extent that such
            Option or Stock Appreciation Right was exercisable immediately prior
            to Participant's death.


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<PAGE>

                        (B)   If   a    Participant's    employment   or   other
            relationship with the Company and its Affiliates  terminates because
            the Participant is disabled  (within the meaning of Section 22(e)(3)
            of the Code), then any Option or Stock  Appreciation  Right that has
            not expired or been terminated will remain  exercisable for one year
            after  Participant's   termination  of  employment   resulting  from
            Participant's  disability,  but,  unless  otherwise  provided in the
            Agreement, only to the extent that such Option or Stock Appreciation
            Right  was  exercisable  immediately  prior  to  such  Participant's
            termination of employment resulting from Participant's disability.

                        (C)   If a Participant's  employment  terminates for any
            reason  other  than  death or  disability,  then any Option or Stock
            Appreciation  Right  that has not  expired or been  terminated  will
            remain  exercisable  for  three  months  after  termination  of  the
            Participant's employment or Participant's cessation of service as an
            Outside Director or director emeritus,  whichever occurs later, but,
            unless otherwise provided in the Agreement,  only to the extent that
            such Option or Stock Appreciation Right was exercisable  immediately
            prior to such Participant's  termination of employment or ceasing to
            be an Outside Director or director emeritus.

                        (D)   Notwithstanding Sections 6(d)(l)(A),  (B) and (C),
            in no  event  will  an  Option  or a  Stock  Appreciation  Right  be
            exercisable  after the  expiration  of the Term of such  Award.  Any
            Option or Stock  Appreciation Right that is not exercised within the
            periods set forth in  Sections  6(d)(1)(A),  (B) and (C),  except as
            otherwise provided by the Committee in the Agreement, will terminate
            as of the end of the periods described in such Sections.

                  (2)   Performance  Units.  If a  Participant's  employment  or
      other relationship with the Company and its Affiliates terminates during a
      Performance  Cycle  because  of  death  or  disability,   or  under  other
      circumstances   provided  by  the   Committee  in  its   discretion,   the
      Participant,  unless the Committee  otherwise  provides in the  Agreement,
      will be entitled to a payment with respect to the Performance Units at the
      end of the Performance Cycle based upon the extent to which achievement of
      performance targets was satisfied at the end of such period (as determined
      at the end of the  Performance  Cycle) and prorated for the portion of the
      Performance Cycle during which the Participant was employed by the Company
      or its  Affiliates.  Except as provided in this Section  6(d)(2) or in the
      Agreement,  if a Participant's  employment or other  relationship with the
      Company and its Affiliates  terminates  during a Performance  Cycle,  then
      such  Participant will not be entitled to any payment with respect to that
      Performance Cycle.

                  (3)   Restricted Stock Awards.  Unless  otherwise  provided in
      the  Agreement,  in case  of a  Participant's  death  or  disability,  the
      Participant  will be entitled to receive a number of Shares of  Restricted
      Stock under  outstanding  Awards that has been prorated for the portion of
      the Term of the Awards  during which the  Participant  was employed by the
      Company  and  its  Affiliates,  and,  with  respect  to such  Shares,  all
      restrictions  will  lapse.  Any  Shares  of  Restricted  Stock as to which
      restrictions  do not lapse under the preceding  sentence will terminate at
      the date of the Participant's termination of employment and such Shares of
      Restricted Stock will be forfeited to the Company.


                                       10
<PAGE>

            (e)   Rights as Shareholder.  A Participant will have no rights as a
shareholder with respect to any securities  covered by an Award unless and until
the date the  Participant  becomes the holder of record of the Stock, if any, to
which the Award relates.

      7.    Restricted Stock Awards.

            (a)   An Award of  Restricted  Stock under the Plan will  consist of
Shares subject to restrictions on transfer and conditions of forfeiture, each of
which will be included in the  applicable  Agreement.  The Committee may provide
for the lapse or  waiver  of any such  restriction  or  condition  based on such
factors or criteria as the Committee, in its sole discretion, may determine.

            (b)   Except as otherwise provided in the applicable Agreement, each
Stock  certificate  issued  with  respect to an Award of  Restricted  Stock will
either  be  deposited  with  the  Company  or its  designee,  together  with  an
assignment  separate from the certificate,  in blank, signed by the Participant,
or bear such  legends with respect to the  restricted  nature of the  Restricted
Stock evidenced thereby as may be provided for in the applicable Agreement.

            (c)   The Agreement  will describe the terms and conditions by which
the restrictions and conditions of forfeiture upon awarded Restricted Stock will
lapse.  Upon the  lapse  of the  restrictions  and  conditions,  Shares  free of
restrictive legends, if any, relating to such restrictions will be issued to the
Participant or a Successor or Transferee.

            (d)   A Participant  or a Transferee  with a Restricted  Stock Award
will have all the other rights of a shareholder  including,  but not limited to,
the right to receive  dividends  and the right to vote the Shares of  Restricted
Stock.

            (e)   No more  than  [15,000,000]  of the  total  number  of  Shares
available  for Awards under the Plan will be issued  during the term of the Plan
as Restricted  Stock.  This limitation will be calculated in accordance with the
applicable provisions of Sections 4 and 16.

      8.    Other  Awards.  The  Committee may from time to time grant Stock and
other Awards under the Plan including, without limitation, those Awards pursuant
to which  Shares are or may in the future be  acquired,  Awards  denominated  in
Stock  units,  securities  convertible  into Stock and phantom  securities.  The
Committee,  in its sole  discretion,  will determine the terms and conditions of
such Awards, so long as such terms and conditions are not inconsistent with this
Plan.  The Committee  may, in its sole  discretion,  direct the Company to issue
Shares subject to  restrictive  legends or stop transfer  instructions  that are
consistent  with the terms  and  conditions  of the  Award to which  the  Shares
relate.  No more than  [7,500,000]  of the total number of Shares  available for
Awards  under the Plan may be issued  during the term of the Plan in the form of
Stock without restrictions.

      9.    Stock Options.

            (a)   Terms Applicable to All Options.


                                       11
<PAGE>

                  (1)   Each Option will be granted under an Agreement as either
      an  Incentive  Stock Option or a  Non-Statutory  Stock Option The purchase
      price  of each  Share  subject  to an  Option  will be  determined  by the
      Committee and set forth in the Agreement, but can not be less than 100% of
      the Fair  Market  Value of a Share as of the date the  Option  is  granted
      (except as provided in Sections 9(b) and 19 or as otherwise  determined by
      the Committee in its discretion).

                  (2)   The  purchase  price of the Shares with respect to which
      an  Option  is  exercised  must be paid in full at the  time of  exercise,
      except  that the  Agreement  may permit a  Participant  to  simultaneously
      exercise  Options  and sell the  Shares  thereby  acquired  pursuant  to a
      brokerage or similar  relationship  and use the proceeds  from the sale as
      payment of the purchase  price of the Shares.  The purchase  price must be
      paid in cash,  by delivery or tender of Shares  having a Fair Market Value
      as of the date the Option is exercised  equal to the purchase price of the
      Shares being  purchased  under the Option,  or a combination  thereof,  as
      determined by the  Committee,  but no fractional  Shares will be issued or
      accepted.  Notwithstanding  the  foregoing  two  sentences,  a Participant
      exercising  a stock option will not be permitted to pay any portion of the
      purchase price with Shares if, in the opinion of the Committee, payment in
      such manner could have an adverse financial accounting consequence for the
      Company.

                  (3)   The Committee may provide, in an Agreement or otherwise,
      that a  Participant  who  exercises an Option and pays the Option price in
      whole  or in part  with  Shares  then  owned  by the  Participant  will be
      entitled  to receive  another  Option  covering  the same number of shares
      tendered and with a price of no less than Fair Market Value on the date of
      grant  of such  additional  Option  ("Reload  Option").  Unless  otherwise
      provided in the  Agreement,  a  Participant,  in order to be entitled to a
      Reload  Option,  must  pay  with  Shares  that  have  been  owned  by  the
      Participant for at least the preceding 180 days.

                  (4)   Each  Option is  exercisable  in whole or in part on the
      terms provided in the Agreement.  Notwithstanding anything to the contrary
      in this Plan and except as otherwise provided in an Agreement, all Options
      granted to  Employees  will vest and become  exercisable  in full upon the
      occurrence of an Event.  In no event will any Option be exercisable at any
      time  after  the  expiration  of its  Term.  When an  Option  is no longer
      exercisable, it will be deemed to have lapsed or terminated.

            (b)   Incentive  Stock  Options.  In addition to the other terms and
conditions applicable to all Options:

                  (1)   the purchase price of each Share subject to an Incentive
      Stock  Option  will not be less  than 100% of the Fair  Market  Value of a
      Share  as of the  date the  Incentive  Stock  Option  is  granted  if this
      limitation is necessary to qualify the Option as an Incentive Stock Option
      (except as provided in Section 19);

                  (2)   the aggregate  Fair Market Value  (determined  as of the
      date the Option is granted) of the Shares with respect to which  Incentive
      Stock  Options  held by an  individual  first  become  exercisable  in any
      calendar year (under the Plan and all other  incentive  stock option plans


                                       12
<PAGE>

      of the Company and its Affiliates) will not exceed $100,000 (or such other
      limit as may be required by the Code) if this  limitation  is necessary to
      qualify  the  Option as an  Incentive  Stock  Option and to the extent any
      Option  granted to a  Participant  exceeds  this limit the Option  will be
      treated as a Non-Statutory Stock Option;

                  (3)   an Incentive Stock Option is not  exercisable  more than
      10 years  after the date of grant (or such other  limit as may be required
      by the Code) if this  limitation  is necessary to qualify the Option as an
      Incentive Stock Option;

                  (4)   the  Agreement  covering an Incentive  Stock Option will
      contain  such other terms and  provisions  that the  Committee  determines
      necessary to qualify this Option as an Incentive Stock Option; and

                  (5)   notwithstanding  any other  provision of the Plan to the
      contrary,  no Participant  may receive an Incentive Stock Option under the
      Plan if, at the time the Award is  granted,  the  Participant  owns (after
      application  of  the  rules  contained  in  Code  Section  424(d),  or its
      successor  provision),  Shares  possessing  more  than  10% of  the  total
      combined  voting  power of all  classes  of stock  of the  Company  or its
      Subsidiaries, unless:

                        (A)   the option price for that  Incentive  Stock Option
            is at least 110% of the Fair Market  Value of the Shares  subject to
            that Incentive Stock Option on the date of grant; and

                        (B)   that Option is not exercisable after the date five
            years from the date that Incentive Stock Option is granted.

            (c)   Outside Directors' Options.

                  (1)   Annual Outside Director Option Grants.  So long as there
      are a sufficient  number of Shares  available for issuance under the Plan,
      for the Annual Meeting of  Shareholders  to be held on August 23, 2004 and
      for each Annual Meeting of Shareholders thereafter during the term of this
      Plan, each Outside  Director serving as an Outside Director of the Company
      immediately  following  the Annual  Meeting will be granted,  by virtue of
      serving as an Outside  Director  of the  Company,  a Non  Statutory  Stock
      Option  to  purchase  [20,000]  Shares  or  such  other  amount  as may be
      established  from  time to time by the  Board,  but in no event to  exceed
      [50,000] Shares (an "Annual Outside Director Option"). Each Annual Outside
      Director  Option  will be deemed to be  granted to each  Outside  Director
      immediately after an Annual Meeting.

                  (2)   Termination of Annual Outside Directors'  Options.  Each
      Outside Director Option and all rights to purchase Shares  thereunder will
      terminate on the earliest of:

                        (A)   ten years after the date that the Outside Director
            Option  was  granted  or such other  time  period  specified  in the
            Agreement;

                        (B)   the  expiration  of the  period  specified  in the
            Agreement  after the death or  permanent  disability  of an  Outside
            Director; or


                                       13

<PAGE>

                        (C)   ninety  days after the date the  Outside  Director
            ceases to be a director  of the  Company;  however,  the option will
            only be  exercisable  during  this  90-day  period the extent it was
            exercisable  as of the  date  the  person  ceases  to be an  Outside
            Director unless the cessation  results from the director's  death or
            permanent disability.  Notwithstanding the preceding sentence, if an
            Outside  Director  who resigns or whose term  expires then becomes a
            consultant  or Employee of the  Company  within  ninety days of such
            resignation or term expiration, the Outside Director Options of such
            person will continue in full force and effect.

                  (3)   Non-Exclusivity  of Section 9(c). The provisions of this
      Section  9(c) are not  intended to be  exclusive;  the  Committee,  in its
      discretion, may grant Options or other Awards to an Outside Director.

      10.   Stock  Appreciation  Rights. An Award of a Stock  Appreciation Right
entitles the Participant  (or a Successor or  Transferee),  subject to terms and
conditions  determined by the  Committee,  to receive upon exercise of the Stock
Appreciation  Right all or a portion of the excess of (a) the Fair Market  Value
of a  specified  number  of  Shares  as of the  date of  exercise  of the  Stock
Appreciation Right or as otherwise determined under Section 17(b)(2), over (B) a
specified  price  that is not less  than 100% of the Fair  Market  Value of such
Shares  as of the  date  of  grant  of the  Stock  Appreciation  Right.  A Stock
Appreciation Right may be granted in connection with part or all of, in addition
to, or completely independent of an Option or any other Award under the Plan. If
issued in connection with a previously or contemporaneously  granted Option, the
Committee  may impose a condition  that exercise of a Stock  Appreciation  Right
cancels a pro rata  portion of the Option  with which it is  connected  and vice
versa. Each Stock  Appreciation  Right may be exercisable in whole or in part on
the  terms  provided  in the  Agreement.  No Stock  Appreciation  Right  will be
exercisable  at any  time  after  the  expiration  of  its  Term.  When a  Stock
Appreciation Right is no longer exercisable, it will be deemed to have lapsed or
terminated.  Upon  exercise  of a  Stock  Appreciation  Right,  payment  to  the
Participant  or a Successor or Transferee  will be made at such time or times as
provided in the Agreement in the form of cash,  Shares or a combination  of cash
and Shares (as  determined  by the  Committee).  The Agreement may provide for a
limitation  upon the amount or  percentage  of the total  appreciation  on which
payment  (whether in cash or Shares) may be made in the event of the exercise of
a Stock Appreciation Right.

      11.   Performance Units.

            (a)   Initial Award.

                  (1)   An Award of  Performance  Units under the Plan  entitles
      the  Participant or a Successor or Transferee to future  payments of cash,
      Shares  or a  combination  of  cash  and  Shares,  as  determined  by  the
      Committee,  based  upon the  achievement  of  pre-established  performance
      targets.  These performance  targets may, but need not,  include,  without
      limitation,  targets  relating to one or any combination of two or more of
      earnings or earnings per share before  income tax (profit  before  taxes);
      earnings  before  interest,  taxes,  depreciation  and  amortization;  net
      earnings or net earnings per share (profit after taxes); inventory,  total
      or net operating asset turnover; accounts receivable (measured in terms of


                                       14
<PAGE>

      days sales  outstanding);  operating  expenses;  operating  profit;  total
      shareholder  return;  return on equity;  pre-tax and pre-interest  expense
      return on average  invested  capital,  which may be expressed on a current
      value basis;  profit before taxes or profit after taxes less the Company's
      cost of capital;  or sales  growth.  Any such targets may relate to one or
      any combination of two or more of corporate division,  a group's,  unit's,
      Affiliate's or an  individual's  performance.  The Agreement may establish
      that a portion of a Participant's  Award will be paid for performance that
      exceeds the minimum target but falls below the maximum  target  applicable
      to the  Award.  The  Agreement  will also  provide  for the  timing of the
      payment.

                  (2)   Following  the  conclusion  or   acceleration   of  each
      Performance Cycle, the Committee will determine,  with respect to an Award
      of Performance Units, the extent to which:

                        (A)   performance targets have been attained;

                        (B)   any other terms and conditions  with respect to an
            Award relating to the Performance Cycle have been satisfied; and

                        (C)   payment is due.

            (b)   Acceleration  and  Adjustment.  The  Agreement  may  permit an
acceleration of the Performance  Cycle and an adjustment of performance  targets
and payments with respect to some or all of the  Performance  Units awarded to a
Participant,  upon the  occurrence  of certain  events.  Examples of such events
include, without limitation, a Fundamental Change, a recapitalization,  a change
in the accounting  practices of the Company, a change in the Participant's title
or employment  responsibilities,  the Participant's death or retirement or, with
respect  to  payments  in  Shares  with   respect  to   Performance   Units,   a
reclassification,   stock  dividend,  stock  split  or  stock  combination.  The
Agreement  also  may  provide  for a  limitation  on the  value  of an  Award of
Performance Units that a Participant may receive.

      12.   Effective Date and Duration of the Plan.

            (a)   Effective Date. Upon its adoption by the Board,  the Plan will
be submitted  for approval by the  shareholders  of the Company and will only be
effective as of the date of such approval.

            (b)   Duration of the Plan. The Plan will remain in effect until the
earlier of the date that all Stock subject to it is distributed, all Awards have
expired  or  lapsed,  the Plan is  terminated  under  Section  15,  or the tenth
anniversary of the Effective Date (the "Termination Date").  Notwithstanding the
foregoing  sentence,  any  Awards  made  before  the  Termination  Date  may  be
exercised,  vested or otherwise  effectuated  beyond the Termination Date unless
limited in the Agreement or otherwise. No Award of an Incentive Stock Option can
be made more than 10 years after the Effective  Date (or such other limit as may
be required by the Code) if this  limitation  is necessary to qualify the Option
as an Incentive Stock Option.  The date and time of approval by the Committee of
the granting of an Award will be considered the date and time at which the Award
is made or granted.

                                       15
<PAGE>


      13.   Plan does not Affect Employment Status.

            (a)   Status as an  eligible  Employee  will not be  construed  as a
commitment that any Award will be made under the Plan to that eligible  Employee
or to eligible Employees generally.

            (b)   Nothing in the Plan or in any  Agreement or related  documents
confers upon any Employee or Participant any right to continue in the employment
of the Company or any  Affiliate or  constitute  any contract of  employment  or
affect  any right  that the  Company or any  Affiliate  may have to change  such
person's  compensation,  other benefits,  job responsibilities,  or title, or to
terminate the employment of such person with or without cause.

      14.   Tax  Withholding.  The Company may  withhold  from any cash  payment
under the Plan to a  Participant  or other  person  (including  a Successor or a
Transferee) an amount  sufficient to cover any required  withholding  taxes. The
Company may also require a Participant  or other person  receiving  Shares under
the Plan to pay the  Company a cash  amount  sufficient  to cover  any  required
withholding  taxes before actual receipt of those Shares.  In lieu of all or any
part of a cash  payment  from a person  receiving  Shares  under the  Plan,  the
Committee may, in its sole discretion, permit the individual to cover all or any
part of the  required  withholdings  through a reduction of the number of Shares
delivered  or  delivery  or tender  return to the  Company of Shares held by the
Participant  or other person,  in each case valued in the same manner as used in
computing the withholding taxes under the applicable laws.

      15.   Amendment, Modification and Termination of the Plan.

            (a)   The  Board  may at any time and from  time to time  terminate,
suspend or modify the Plan. Except as limited in (b) below, the Committee may at
any time alter or amend any or all  Agreements  to the extent not  prohibited by
law.

            (b)   No termination,  suspension,  or modification of the Plan will
materially  and  adversely  affect  any right  acquired  by any  Participant  or
Successor or Transferee  under an Award granted before the date of  termination,
suspension,  or  modification,  unless otherwise agreed to by the Participant in
the  Agreement  or  otherwise,  or required  as a matter of law;  but it will be
conclusively presumed that any adjustment for changes in capitalization provided
for in Section 16 of the Plan does not adversely affect these rights.

      16.   Adjustment for Changes in Capitalization.

            (a)   Subject to any required action by the Company's  shareholders,
the Committee, in its sole discretion, has the right to make adjustments,  so as
to prevent enlargement of rights or inappropriate dilution, to any or all of the
following provisions of any outstanding Awards upon the occurrence of any of the
events listed in Section 16(b):

                  (1)   the  aggregate  number and type of Shares  available for
      Awards under the Plan;


                                       16
<PAGE>

                  (2)   the  limitations  on the  number of  Shares  that may be
      issued to an individual  Participant as an Option or a Stock  Appreciation
      Right in any calendar year or that may be issued in the form of Restricted
      Stock or Shares without restrictions;

                  (3)   the number and type of Shares and amount of cash subject
      to Awards then outstanding; and

                  (4)   the Option price as to any outstanding Options

            (b)   The Committee may make the adjustments  referred to in Section
16(a) to give effect to adjustments made in the number or type of Shares through
a   Fundamental    Change    (subject   to   Section   17),    recapitalization,
reclassification,  stock  dividend,  stock  split,  stock  combination  or other
relevant change.

            (c)   Any  fractional  Shares  resulting  from an  adjustment  under
Section 16(a) will be rounded to the nearest whole Share.

      17.   Fundamental Change.

            (a)   In the event of a proposed  Fundamental  Change, the Committee
must either:

                  (1)   if the Fundamental  Change is a merger or  consolidation
      or statutory share exchange, make appropriate provision for the protection
      of  the  outstanding   Options  and  Stock  Appreciation   Rights  by  the
      substitution of options,  stock appreciation rights and appropriate voting
      common stock of the corporation  surviving any merger or consolidation or,
      if  appropriate,  the parent  corporation of the Company or such surviving
      corporation; or

                  (2)   at  least  ten  days  before  the   occurrence   of  the
      Fundamental Change,  declare (and provide written notice to each holder of
      an  Option or Stock  Appreciation  Right of such  declaration),  that each
      outstanding  Option  and Stock  Appreciation  Right,  whether  or not then
      exercisable,  will be canceled at the time of, or  immediately  before the
      occurrence  of the  Fundamental  Change in  exchange  for  payment to each
      holder of an Option or Stock Appreciation Right, of cash in the amount set
      forth in Section 17(b).

            (b)   The amount of any cash payment under Section  17(a)(2) will be
equal to:

                  (1)   for each Share covered by a canceled Option, the amount,
      if any, by which the Fair Market  Value (as defined in Section  17(_____))
      per Share exceeds the exercise price per Share covered by such Option; or

                  (2)   for each Stock Appreciation  Right, the price determined
      under  Section 10,  except that Fair Market  Value of the Shares as of the
      date of exercise of the Stock  Appreciation Right (as that term is used in
      Section  10(a)),  will be deemed to mean Fair Market  Value for each Share
      with respect to which the Stock  Appreciation  Right is  calculated as set
      forth in Section 17(f).


                                       17
<PAGE>

            (c)   At the time of any declaration  under Section  17(a)(2),  each
Option and Stock  Appreciation Right will immediately become exercisable in full
and each person  holding an Option or a Stock  Appreciation  Right will have the
right,  during the period  preceding the time of  cancellation  of the Option or
Stock  Appreciation  Right,  to exercise the Option as to all or any part of the
Shares covered thereby or the Stock  Appreciation  Right in whole or in part, as
the case may be.

            (d)   In the event of a  declaration  under Section  17(a)(2),  each
outstanding Option and Stock Appreciation Right that has not have been exercised
before the  Fundamental  Change will be canceled at the time of, or  immediately
before, the Fundamental Change, as provided in the declaration.

            (e)   No person holding an Option or a Stock Appreciation Right will
be  entitled to the payment  provided  for in this  Section 17 if such Option or
Stock Appreciation Right terminated,  expired or was cancelled prior to the date
of any Fundamental Change in accordance with its terms.

            (f)   For purposes of this Section 17 only,  "Fair Market Value" per
Share means the cash plus the fair market value,  as determined in good faith by
the  Committee,  of the non-cash  consideration  to be received per Share by the
shareholders of the Company upon the occurrence of the Fundamental Change.

            (g)   Any cash payment  required to be made under  Section  17(a)(2)
must be made within ten days after the Fundamental Change.

      18.   Forfeitures.

            (a)   An Agreement may provide that if a Participant has received or
is entitled to payment of cash,  delivery of Shares,  or a  combination  thereof
under an Award  within  six  months  before  the  Participant's  termination  of
employment  with the  Company and its  Affiliates,  the  Committee,  in its sole
discretion,  may require the Participant to return or forfeit the cash or Shares
received with respect to the Award in the event of certain occurrences specified
in the  Agreement.  In lieu of forfeiting  Shares,  a Participant  may return or
forfeit to the Company the economic value of such Shares determined as of:

                  (1)   the  date  of  the   exercise   of   Options   or  Stock
      Appreciation Rights;

                  (2)   the date of,  and  immediately  following,  the lapse of
      restrictions  on  Restricted  Stock  or  the  receipt  of  Shares  without
      restrictions; or

                  (3)   the  date on  which  the  right  of the  Participant  to
      payment with respect to Performance Units vests, as the case may be.

            (b)   The Committee's right to require  forfeiture must be exercised
within 90 days after  discovery of such an occurrence but in no event later than
15 months after the Participant's termination of employment with the Company and
its Affiliates.  The occurrences may, but need not, include competition with the
Company  or any  Affiliate,  unauthorized  disclosure  of  material  proprietary
information of the Company or any Affiliate,  a violation of applicable business
ethics policies of the Company or Affiliate or any other occurrence specified in
the Agreement within the period or periods of time specified in the Agreement.


                                       18
<PAGE>

      19.   Corporate Mergers,  Acquisitions,  Etc. The Committee may also grant
Options,  Stock Appreciation Rights,  Restricted Stock or other Awards under the
Plan in  substitution  for, or in connection  with the assumption  of,  existing
options,  stock  appreciation  rights,  restricted stock or other award granted,
awarded or issued by another  corporation and assumed or otherwise  agreed to be
provided for by the Company pursuant to or by reason of a transaction  involving
a corporate merger, consolidation, acquisition of property or stock, separation,
reorganization  or  liquidation to which the Company or a Subsidiary is a party.
The terms and  conditions of the  substitute  Awards may vary from the terms and
conditions  set forth in the Plan to the extent  the  Board,  at the time of the
grant,  deems appropriate to conform,  in whole or in part, to the provisions of
the awards in substitution for which they are granted.

      20.   Unfunded  Plan. The Plan is unfunded and the Company is not required
to segregate any assets that may at any time be  represented by Awards under the
Plan.  Neither the Company,  its  Affiliates,  the  Committee,  nor the Board of
Directors  will be deemed to be a trustee  of any  amounts  to be paid under the
Plan nor will  anything  contained  in the Plan or any  action  taken  under its
provisions create or be construed to create a fiduciary relationship between the
Company or its  Affiliates and a  Participant,  Successor or Transferee.  To the
extent any person  acquires  a right to  receive an Award  under the Plan,  such
right will be no greater than the right of an unsecured  general creditor of the
Company.

      21.   Limits of Liability.

            (a)   Any liability of the Company to any  Participant  with respect
to an Award will be based  solely upon  contractual  obligations  created by the
Plan and the applicable Agreement.

            (b)   Except as may be required by law,  neither the Company nor any
member of the Board or the Committee,  nor any other person participating in any
determination  of  any  question  under  the  Plan,  or in  the  interpretation,
administration  or application of the Plan, will have any liability to any party
for any action taken, or not taken, in good faith under the Plan.

      22.   Compliance with Applicable  Legal  Requirements.  No certificate for
Shares  distributable  under the Plan will be issued  and  delivered  unless the
issuance of the  certificate  complies with all  applicable  legal  requirements
including,  without  limitation,  compliance  with the  provisions of applicable
state securities laws, the Securities Act of 1933, as amended and in effect from
time to time or any successor statute,  the Exchange Act and the requirements of
the exchanges on which the Company's Shares may, at the time, be listed.

      23.   Deferrals  and  Settlements.  The  Committee  may  require or permit
Participants  to elect to defer the  issuance  of Shares  or the  settlement  of
Awards in cash under such rules and  procedures  as it may  establish  under the
Plan.  It may also  provide  that  deferred  settlements  include the payment or
crediting of interest on the deferral amounts.


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<PAGE>

      24.   Other Benefit and Compensation Programs. Payments and other benefits
received  by a  Participant  under  an Award  made  under  the Plan  will not be
considered part of a Participant's regular,  recurring compensation for purposes
of the termination,  indemnity or severance pay laws of any country and will not
be included in, nor have any effect on, the  determination of benefits under any
other employee  benefit plan,  contract or similar  arrangement  provided by the
Company or an  Affiliate  unless  expressly  so  provided  by such  other  plan,
contract or arrangement,  or unless the Committee  expressly  determines that an
Award  or  portion  of  an  Award  should  be  included  to  accurately  reflect
competitive  compensation  practices or to recognize that an Award has been made
in lieu of a portion of competitive cash compensation.

      25.   Beneficiary  upon  Participant's  Death.  To  the  extent  that  the
transfer  of a  Participant's  Award at his or her death is  permitted  under an
Agreement,  a Participant's Award will be transferable at death to the estate or
to the  person  who  acquires  the right to  succeed  to the Award by bequest or
inheritance.

      26.   Change-in-Control Payments.

            (a)   Notwithstanding  Section  17, if any  Award,  either  alone or
together with other payments in the nature of compensation to a Participant that
are contingent on a change in the ownership or effective  control of the Company
or a  substantial  portion of the  assets of the  Company,  would  result in any
portion  thereof being subject to an excise tax imposed under Code Section 4999,
or any  successor  provision,  or would not be deductible in whole or in part by
the Company,  an affiliate of the Company (as defined in Code Section  1504,  or
any  successor  provision),  or other person making such payments as a result of
Code Section 280G, or any  successor  provision,  then such Award and such other
benefits  and  payments  will be  reduced  (but not below  zero) to the  largest
aggregate  amount as will result in no portion  thereof being subject to such an
excise tax or being not so deductible.

            (b)   For purposes of Section 26(a):

                  (1)   no portion of payments the receipt or enjoyment of which
      a Participant will have  effectively  waived in writing before the date of
      distribution of an Award will be taken into account; and

                  (2)   the  value  of any  non-cash  benefit  or  any  deferred
      payment or benefit  included in such  payment  will be  determined  by the
      Company's  independent  auditors in accordance with the principles of Code
      Sections 280G(d)(3) and (4) or any successor provisions.

            (c)   Any Award not paid as a result of this  Section  26 or reduced
to zero as a result of the limitations  imposed hereby,  will remain outstanding
in full force and effect in  accordance  with the other terms and  provisions of
this Plan.

      27.   Requirements of Law.

            (a)   To the extent that federal laws do not otherwise control,  the
Plan and all  determinations  made and actions taken in accordance with the Plan
will be  governed  by the laws of the  State of  Nevada  without  regard  to its
conflicts-of-law principles and will be construed accordingly.


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<PAGE>

            (b)   If any  provision  of the Plan is held  illegal or invalid for
any reason,  the illegality or invalidity will not effect the remaining parts of
the Plan,  and the Plan will be  construed  and  enforced  as if the  illegal or
invalid provision had not been included.


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