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BeFirst.com - 1999 Stock Incentive Plan

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                                   BeFirst.com
                            1999 Stock Incentive Plan


Section 1. Purposes; Definitions.

     The  purpose  of this Plan is to  enable  the  Company  to offer to its key
employees  and to key  employees of its  Subsidiaries  and other persons who are
expected   to   contribute   to  the   success   of  the   Company,   long  term
performance-based  stock and/or other equity  interests in the Company,  thereby
enhancing  their  ability to attract,  retain and reward such key  employees  or
other persons, and to increase the mutuality of interest between those employees
or other persons and the stockholders of the Company.

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

     (a)  "Board" means the Board of Directors of BeFirst.com

     (b)  "Cause" shall have the meaning  ascribed  thereto in Section  5(b)(ix)
          below.

     (c)  "Change of Control" shall have the meaning ascribed thereto in Section
          9 below.

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

     (e)  "Committee"  means the Stock  Incentive  Committee of the Board or any
          other committee of the Board which the Board may designate.

     (f)  "Company" means BeFirst.com, a corporation organized under the laws of
          the State of Nevada.

     (g)  "Deferred  Stock"  means  Stock to be  received,  under an award  made
          pursuant  to  Section  7  below,  at the end of a  specified  deferral
          period.


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

     (i)  "Early  Retirement"  means retirement from active  employment with the
          Company or any Parent or Subsidiary prior to age 65, with the approval
          of the Board or the  Committee,  for purposes of one or more  award(s)
          under this Plan.



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     (j)  "Exchange Act" means the Securities  Exchange Act of 1934, as amended,
          as in effect from time to time.

     (k)  "Fair Market  Value" of a share of Stock means,  as of any given date:
          (i) if the Stock is listed on a national securities exchange or quoted
          on the National  Association  of Securities  Dealers,  Inc.  Automated
          Quotation System  ("NASDAQ"),  the last sale price of a share of Stock
          on the last  preceding  day on which the Common  Stock was traded,  as
          reported by such exchange or NASDAQ, or on a composite tape reflecting
          transactions  on such exchange or by NASDAQ,  as the case may be; (ii)
          if the Stock is not listed on a national securities exchange or quoted
          on the NASDAQ,  but is traded in the  over-the-  counter  market,  the
          average  of the high bid and asked  prices for a share of Stock on the
          last  preceding  day for which such  quotations  are  reported  by the
          National Quotation Bureau, Inc.; and (iii) if the fair market value of
          a share of Stock cannot be  determined  pursuant to clause (i) or (ii)
          above,  such price as the Board of Directors or the Committee,  as the
          case may be, shall determine,  which determination shall be conclusive
          as to the Fair Market Value of the Stock.

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

     (m)  "Non-Qualified  Stock  Option"  means any Stock  Option that is not an
          Incentive Stock Option.

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

     (o)  "Other Stock-Based Award" means an award under Section 8 below that is
          valued in whole or in part by reference to, or is otherwise based upon
          Stock.

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

     (q)  "Performance  Objectives" means performance  objectives adopted by the
          Committee  pursuant to the Plan for key  employees  who have  received
          awards under the Plan. With respect to any award to a key employee who
          is,  or is  determined  by the  Committee  to be  likely  to  become a
          "covered  employee"  within the meaning of Section 162(m) of the Code,
          the  Performance  Objectives  shall be limited to specified  levels of
          growth in or peer company  comparisons  based upon (i) appreciation in
          the price of Stock plus reinvested  dividends over a specified  period
          of time,  (ii) return on assets or (iii) book value per share,  as the
          Committee  may  determine,  and the  attainment  of  such  Performance
          Objectives shall not be deemed to have occurred until certified by the


                                       -2-

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          Committee.  Except in the case of a covered employee, if the Committee
          determines that a change in business, operations,  corporate structure
          or  capital  structure  of the  Company,  or the  manner  in  which it
          conducts  it  business,  or other  events or  circumstances  under the
          Performance Objectives to be unsuitable, the Committee may modify such
          Performance  Objectives  or the related  minimum  acceptable  level of
          achievement, in whole or in part, as the Committee deems appropriate.

     (r)  "Plan"  means  this   BeFirst.com   1999  Stock   Incentive  Plan,  as
          hereinafter amended from time to time.

     (s)  "Restricted Stock" means Stock,  received under an award made pursuant
          to Section 6 below,  that is subject to restrictions  imposed pursuant
          to said Section 6.

     (t)  "Retirement" means Normal Retirement or Early Retirement.

     (u)  "Rule  16b-3"  means Rule 16b-3 of the General  Rules and  Regulations
          under  the  Exchange  Act,  as in effect  from  time to time,  and any
          successor thereto.

     (v)  "Section  162(m)" means Section  162(m) of the Code, as in effect from
          time to time, and any successor thereto.

     (w)  "Securities  Act" means the Securities Act of 1933, as amended,  as in
          effect from time to time.

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

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

     (z)  "Subsidiary" means any present or future (A) subsidiary corporation of
          the Company, as such term is defined in Section 424(f) of the Code, or
          (B) unincorporated business entity in which the Company owns, directly
          or indirectly, 50% or more of the voting rights, capital or profits.

Section 2.  Administration.

     The Plan shall be  administered  by the Board,  or at its  discretion,  the
Committee,  the  membership of which shall consist solely of two or more members
of the Board, each of whom shall serve at the pleasure of the Board and shall be
a "Non-Employee  Director," as defined in Rule 16b-3, and an "outside director,"
as defined in Section 162(m) of the Code, and shall be at all times  constituted
so as not to adversely affect the compliance of the Plan


                                       -3-

<PAGE>



with  the  requirements  of Rule  16b-3 or with the  requirements  of any  other
applicable law, rule or regulation.

     The Board or the Committee, as the case may be, shall have the authority to
grant, pursuant to the terms of the Plan, to officers and other key employees or
other persons eligible under Section 4 below: (i) Stock Options, (ii) Restricted
Stock, (iii) Deferred Stock, and/or (iv) Other Stock-Based Awards.

     For  purposes  of  illustration  and not of  limitation,  the  Board or the
Committee,  as the case may be, shall have the authority (subject to the express
provisions of this Plan):

     (i)  to select the officers  and other key  employees of the Company or any
          Parent  or  Subsidiary  and  other  persons  to  whom  Stock  Options,
          Restricted Stock,  Deferred Stock and/or Other Stock-Based  Awards may
          be from time to time granted hereunder;

     (ii) to determine the Incentive Stock Options, Non-Qualified Stock Options,
          Restricted Stock,  Deferred Stock and/or Other Stock-Based  Awards, or
          any  combination  thereof,  if any, to be granted  hereunder to one or
          more eligible persons;

    (iii) to  determine  the  number of shares  of Stock to be  covered  by each
          award granted hereunder;

     (iv) to determine the terms and conditions, not inconsistent with the terms
          of the  Plan,  of any  award  granted  hereunder  (including,  but not
          limited to, share price,  any  restrictions  or  limitations,  and any
          vesting acceleration, exercisability and/or forfeiture provisions);

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

     (vi) to determine the extent and circumstances  under which Stock and other
          amounts  payable with respect to an award hereunder shall be deferred;
          and

    (vii) to  substitute  (A) new Stock  Options for  previously  granted  Stock
          Options,  including previously granted Stock Options which have higher
          option exercise prices and/or  containing  other less favorable terms,
          and (B) new awards of any other type for previously  granted awards of
          the same type,  including previously granted awards which contain less
          favorable terms.


                                       -4-
<PAGE>


     Subject to Section 10 hereof,  The Board or the Committee,  as the case may
be, shall have the authority to (i) adopt, alter and repeal such  administrative
rules,  guidelines and practices  governing this Plan as it shall,  from time to
time, deem  advisable,  (ii) interpret the terms and provisions of this Plan and
any award issued under this Plan (and to determine the form and substance of all
agreements   relating   thereto),   and  (iii)  to   otherwise   supervise   the
administration of the Plan.

     Subject to the express  provisions of the Plan,  all decisions  made by the
Board or the  Committee,  as the case may be,  pursuant to the provisions of the
Plan shall be made in the Board or the Committee's sole and absolute  discretion
and shall be final and binding upon all  persons,  including  the  Company,  its
Parent and Subsidiaries and the Plan participants.

Section 3.  Stock Subject to Plan.

     The total number of shares of Stock reserved and available for distribution
under this Plan shall be 1,000,000 shares.  Such shares may consist, in whole or
in part, of authorized and unissued shares or treasury shares.

     If any  shares of Stock  that have been  optioned  cease to be subject to a
Stock  Option for any reason,  or if any shares of Stock that are subject to any
Restricted  Stock award,  Deferred  Stock award or Other  Stock-Based  Award are
forfeited or any such award  otherwise  terminates  without the issuance of such
shares, such shares shall again be available for distribution under the Plan.

     In   the   event   of   any    merger,    reorganization,    consolidation,
recapitalization,  stock dividend, stock split,  extraordinary distribution with
respect to the Stock or other change in corporate structure affecting the Stock,
such  substitutions or adjustments shall be made in the (A) aggregate number and
kind of shares  reserved  for  issuance  under this Plan,  (B) number,  kind and
exercise price of shares of Stock subject to outstanding  Options  granted under
this Plan,  and (C) number,  kind,  purchase price and/or  appreciation  base of
shares of Stock subject to other outstanding  awards granted under this Plan, as
may be determined to be appropriate  by the Board or the Committee,  as the case
may be, in its sole  discretion,  in order to prevent dilution or enlargement of
rights; provided,  however, that the number of shares subject to any award shall
always be a whole  number.  Such adjusted  exercise  price shall also be used to
determine  the amount which is payable to the optionee  upon the exercise by the
Board or the Committee,  as the case may be, of the alternative settlement right
which is set forth in Section 5(b)(xi) below.

     Subject to the  provisions  of the  immediately  preceding  paragraph,  the
maximum numbers of shares subject to Options,  Restricted Stock awards, Deferred
Stock awards,  and other  Stock-Based  awards to any employee who is employed by
the Company or any Parent or  Subsidiary  on the last day of any taxable year of
the Company, shall be 600,000 shares during the term of the Plan.


                                       -5-

<PAGE>


Section 4.  Eligibility.

     Officers and other key employees of the Company or any Parent or Subsidiary
(but  excluding  any  person  whose   eligibility  would  adversely  affect  the
compliance of the Plan with the  requirements of Rule 16b-3) who are at the time
of the grant of an award  under this Plan  employed by the Company or any Parent
or Subsidiary  and who are  responsible  for or  contribute  to the  management,
growth  and/or  profitability  of the  business  of the Company or any Parent or
Subsidiary,  are eligible to be granted  Options and awards under this Plan.  In
addition,  Non-Qualified Stock Options and other awards may be granted under the
Plan  to  any  person,  including,  but  not  limited  to,  independent  agents,
consultants  and attorneys who the Board or the  Committee,  as the case may be,
believes  has  contributed  or will  contribute  to the success of the  Company.
Eligibility under the Plan shall be determined by the Board or the Committee, as
the case may be.

     The grants of Restricted Stock, Deferred Stock and Other Stock-Based Awards
under this Plan shall be earned by a  participant  on the basis of the Company's
financial  performance  over the  period or periods  for which the  grants  were
awarded on the basis of  pre-established  performance  goals  determined  by the
Board  or the  Committee,  as the  case  may be,  in its  sole  discretion.  The
performance measurement criteria used for such grants shall be limited to one or
more of: earnings per share, return on stockholders'  equity,  return on assets,
growth in earnings,  growth in sales  revenue,  and  stockholder  returns.  Such
criteria may be measured by the Company's  results or the Company's  performance
as measured against a group of comparable  companies  selected by the Committee.
In applying such criteria,  earnings may be calculated based on the exclusion of
discontinued  operations and extraordinary items. The Board or the Committee, as
the case may be, may, in its sole discretion,  include additional conditions and
restrictions in the agreement  entered into in connection with awards under this
Plan.

Section 5.  Stock Options.

     (a)  Grant and Exercise.  Stock  Options  granted under this Plan may be of
          two types:  (i) Incentive Stock Options and (ii)  Non-Qualified  Stock
          Options.  Any Stock Option  granted under this Plan shall contain such
          terms as the Board or the Committee, as the case may be, may from time
          to time approve. The Board or the Committee, as the case may be, shall
          have the authority to grant to any optionee  Incentive  Stock Options,
          Non-Qualified Stock Options, or both types of Stock Options,  and they
          may be granted alone or in addition to other awards granted under this
          Plan.  To the extent  that any Stock  Option is not  designated  as an
          Incentive  Stock  Option or does not  qualify  as an  Incentive  Stock
          Option, it shall constitute a Non-Qualified Stock Option. The grant of
          an Option  shall be deemed to have  occurred  on the date on which the
          Board or the Committee, as the case may be, by resolution,  designates
          an individual as

                                       -6-
<PAGE>



          a  grantee  thereof,  and  determines  the  number  of shares of Stock
          subject to, and the terms and conditions of, said Option.

          Anything in this Plan to the contrary notwithstanding, no term of this
          Plan relating to Incentive  Stock  Options or any agreement  providing
          for Incentive Stock Options shall be interpreted,  amended or altered,
          nor  shall  any  discretion  or  authority  granted  under the Plan be
          exercised,  so as to  disqualify  this Plan under  Section  422 of the
          Code,  or,  without  the  consent  of  the  Optionee(s)  affected,  to
          disqualify any Incentive Stock Option under Section 422.

     (b)  Terms and  Conditions.  Stock Options granted under this Plan shall be
          subject to the following terms and conditions:

          (i)  Option  Price.  The option  price per share of Stock  purchasable
               under a Stock  Option  shall be  determined  by the  Board or the
               Committee,  as the case may be, at the time of grant but shall be
               not less than 100% (110% in the case of an Incentive Stock Option
               granted to an optionee  ("10%  Stockholder")  who, at the time of
               grant,  owns Stock possessing more than 10% of the total combined
               voting  power  of all  classes  of stock  of the  Company  or its
               Parent,  if any, or its Subsidiaries) of the Fair Market Value of
               the Stock at the time of grant.

          (ii) Option Term.  The term of each Stock Option shall be fixed by the
               Board or the  Committee,  as the case  may be,  but no  Incentive
               Stock  Option  shall be  exercisable  more than ten  years  (five
               years,  in the case of an Incentive Stock Option granted to a 10%
               Stockholder) after the date on which the Option is granted.

         (iii) Exercisability.  Stock Options shall be  exercisable at such time
               or times and  subject  to such terms and  conditions  as shall be
               determined by the Board or the Committee,  as the case may be, at
               the time of grant;  provided,  however,  that except as otherwise
               provided in this Section 5 and Section 9 below,  unless waived by
               the Board or the  Committee,  as the case may be, at or after the
               time of grant, no Stock Option shall be exercisable  prior to the
               first  anniversary date of the grant of the Option.  If the Board
               or  the  Committee,   as  the  case  may  be,  provides,  in  its
               discretion,   that  any  Stock  Option  is  exercisable  only  in
               installments, the Board or the Committee, as the case may be, may
               waive  such  installment  exercise  provisions  at any time at or
               after  the time of grant in  whole or in part,  based  upon  such
               factors as the Board or the Committee,  as the case may be, shall
               determine.

          (iv) Method of Exercise. Subject to whatever installment, exercise and
               waiting period  provisions  are applicable in a particular  case,
               Stock  Options may be  exercised  in whole or in part at any time
               during the

                                       -7-

<PAGE>



               option period by giving written notice of exercise to the Company
               specifying  the number of shares of Stock to be  purchased.  Such
               notice  shall be  accompanied  by payment in full of the purchase
               price which shall be in cash  unless  otherwise  provided in this
               clause (iv) or in Section  5(b)(xi)  below or,  unless  otherwise
               provided  in the Stock  Option  agreement  referred to in Section
               5(b)(xii) below, in whole shares of Stock which are already owned
               by the holder of the Option or unless  otherwise  provided in the
               Stock Option  agreement  referred to in Section  5(b)(xii) below,
               partly in cash and partly in such Stock.  Cash payments  shall be
               made by wire transfer, certified or bank check or personal check,
               in each  case  payable  to the  order of the  Company;  provided,
               however,  that the  Company  shall  not be  required  to  deliver
               certificates  for shares of Stock with respect to which an Option
               is exercised  until the Company has confirmed the receipt of good
               and  available  funds in payment of the purchase  price  thereof.
               Payments in the form of Stock  (which shall be valued at the Fair
               Market Value of a share of Stock on the date of  exercise)  shall
               be made by  delivery of stock  certificates  in  negotiable  form
               which are  effective to transfer  good and valid title thereto to
               the Company,  free of any liens or  encumbrances.  In addition to
               the  foregoing,  payment  of the  exercise  price  may be made by
               delivery to the Company by the  optionee of an executed  exercise
               form,  together with irrevocable  instructions to a broker-dealer
               to sell or margin a sufficient  portion of the shares  covered by
               the option and deliver the sale or margin loan proceeds  directly
               to the Company.  Except as otherwise  expressly  provided in this
               Plan,  no Option  which is granted to a person who is at the time
               of grant an employee of the Company or a Subsidiary  or Parent of
               the  Company  may be  exercised  at any time  unless  the  holder
               thereof is then an  employee  of the  Company or of a Parent or a
               Subsidiary. The holder of an Option shall have none of the rights
               of a stockholder with respect to the shares subject to the Option
               until the optionee has given written notice of exercise, has paid
               in full for those  shares of Stock and, if requested by the Board
               or  Committee,  as the case may be, has given the  representation
               described in Section 12(a) below.

          (v)  Transferability;   Exercisability.   No  Stock  Option  shall  be
               transferable by the optionee other than by will or by the laws of
               descent and distribution; provided, however, that a Non-Qualified
               Stock  Option  shall  be  transferable  pursuant  to a  qualified
               domestic relations order, and except as may be otherwise required
               with respect to a Non- Qualified  Option  pursuant to a qualified
               domestic relations order, all Stock Options shall be exercisable,
               during the  optionee's  lifetime,  only by the optionee or his or
               her guardian or legal representative.


                                       -8-

<PAGE>



          (vi) Termination by Reason of Death. Subject to Section 5(b)(x) below,
               if an  optionee's  employment  by the  Company  or any  Parent or
               Subsidiary  terminates by reason of death,  any Stock Option held
               by such optionee may thereafter be exercised,  to the extent then
               exercisable  or  on  such  accelerated  basis  as  the  Board  or
               Committee, as the case may be, may determine at or after the time
               of grant,  for a period of one year (or such other  period as the
               Board or the  Committee,  as the case may be,  may  specify at or
               after  the time of  grant)  from  the date of death or until  the
               expiration  of the stated  term of such Stock  Option,  whichever
               period is the shorter.

         (vii) Termination by Reason of Disability.  Subject to Section  5(b)(x)
               below,  if  an  optionee's  employment  by  the  Company  or  any
               Subsidiary  terminates by reason of Disability,  any Stock Option
               held  by  such  optionee  may  thereafter  be  exercised  by  the
               optionee,  to the  extent  it was  exercisable  at  the  time  of
               termination  or on such  accelerated  basis  as the  Board or the
               Committee, as the case may be, may determine at or after the time
               of grant,  for a period of three  years (or such other  period as
               the Board or the Committee, as the case may be, may specify at or
               after the time of  grant)  from the date of such  termination  of
               employment  or until the  expiration  of the stated  term of such
               Stock Option, whichever period is the shorter; provided, however,
               that if the optionee dies within such three-year  period (or such
               other period as the Board or the  Committee,  as the case may be,
               shall  specify  at or after the time of grant),  any  unexercised
               Stock  Option  held  by  such   optionee   shall   thereafter  be
               exercisable to the extent to which it was exercisable at the time
               of death for a period of one year from the date of death or until
               the expiration of the stated term of such Stock Option, whichever
               period is the shorter.

        (viii) Termination  by  Reason of Retirement. Subject to Section 5(b)(x)
               below,  if an optionee's  employment by the Company or any Parent
               or  Subsidiary  terminates  by reason of Normal  Retirement,  any
               Stock Option held by such optionee may thereafter be exercised by
               the  optionee,  to the extent it was  exercisable  at the time of
               termination  or on such  accelerated  basis  as the  Board or the
               Committee, as the case may be, may determine at or after the time
               of grant,  for a period of three  years (or such other  period as
               the Board or the Committee, as the case may be, may specify at or
               after the time of  grant)  from the date of such  termination  of
               employment  or the  expiration  of the stated terms of such Stock
               Option, whichever period is the shorter; provided,  however, that
               if the optionee dies within such three-year period (or such other
               period as the Board or the  Committee,  as the case may be, shall
               specify at or after the time of  grant),  any  unexercised  Stock
               Option held by such optionee  shall  thereafter be exercisable to
               the extent to which it


                                       -9-

<PAGE>



               was  exercisable  at the time of death  for a period  of one year
               from the date of death or  until  the  expiration  of the  stated
               terms of such Stock Option,  whichever period is the shorter.  If
               an  optionee's  employment  with the  Company  or any  Parent  or
               Subsidiary  terminates by reason of Early  Retirement,  the Stock
               Option shall thereupon terminate;  provided, however, that if the
               Board or the  Committee,  as the case may be, so  approves at the
               time of Early  Retirement,  any Stock Option held by the optionee
               may  thereafter be exercised by the optionee as provided above in
               connection  with  termination  of  employment by reason of Normal
               Retirement.

          (ix) Other  Termination.  Subject to the  provisions  of Section 12(g)
               below and unless  otherwise  determined  by the  Committee  at or
               after  the time of  grant,  if an  optionee's  employment  by the
               Company or any  Parent or  Subsidiary  terminates  for any reason
               other than death,  Disability  or  Retirement,  the Stock  Option
               shall  thereupon  automatically  terminate,  except  that  if the
               optionee is involuntarily terminated by the Company or any Parent
               or a Subsidiary  without  Cause (as  hereinafter  defined),  such
               Stock Option may be exercised for a period of six months from the
               date of such  termination  or until the  expiration of the stated
               terms of such Stock Option,  whichever period is the shorter. For
               purposes of this Plan,  "Cause" shall mean (1) the  conviction of
               the  optionee  of a felony  under  Federal  law or the law of the
               state  in which  such  action  occurred,  (2)  dishonesty  by the
               optionee  in the  course  of  fulfilling  his  or her  employment
               duties, or (3) the willful and deliberate  failure on the part of
               the  optionee  to  perform  his or her  employment  duties in any
               material respect. In addition,  with respect to an option granted
               to an  employee of the  Company,  a Parent or a  Subsidiary,  for
               purposes of this Plan,  "Cause" shall also include any definition
               of "Cause"  contained  in any  employment  agreement  between the
               optionee and the Company,  Parent or Subsidiary,  as the case may
               be.

          (x)  Additional  Incentive Stock Option Limitation.  In the case of an
               Incentive Stock Option,  the aggregate Fair Market Value of Stock
               (determined  at the time of grant of the Option)  with respect to
               which  Incentive Stock Options are exercisable for the first time
               by an optionee  during any calendar year (under all such plans of
               optionee's  employer  corporation  and its  Parent,  if any,  and
               Subsidiaries) shall not exceed $100,000.

          (xi) Alternative  Settlement  of Option.  Upon the  receipt of written
               notice of exercise,  the Board or the Committee,  as the case may
               be, may elect to settle all or part of any Stock Option by paying
               to the  optionees  an  amount,  in cash or Stock  (valued at Fair
               Market Value on the date of exercise), equal to the excess of the
               Fair Market Value of one share of

                                      -10-

<PAGE>



               Stock,  on the date of exercise over the Option  exercise  price,
               multiplied by the number of shares of Stock with respect to which
               the  optionee   proposes  to  exercise   the  Option.   Any  such
               settlements  which relate to Options  which are held by optionees
               who are subject to Section 16(b) of the Exchange Act shall comply
               with the "window period"  provisions of Rule 16b-3, to the extent
               applicable  and  with  such  other  conditions  as the  Board  or
               Committee may impose.  No such discretion may be exercised unless
               the option agreement permits the payment of the purchase price in
               that manner.

         (xii) Stock  Option  Agreement.  Each grant of a Stock  Option shall be
               confirmed  by, and shall be subject to the terms of, an agreement
               executed by the Company and the participant.

Section 6. Restricted Stock.

     (a)  Grant and Exercise.  Shares of  Restricted  Stock may be issued either
          alone or in addition to or in tandem with other awards  granted  under
          this  Plan.  The  Board or the  Committee,  as the case may be,  shall
          determine  the  eligible  persons  to  whom,  and the time or times at
          which,  grants of Restricted  Stock will be made, the number of shares
          to be  awarded,  the price (if any) to be paid by the  recipient,  the
          time or times  within  which such awards may be subject to  forfeiture
          (the  "Restriction  Period"),  the  vesting  schedule  and  rights  to
          acceleration  thereof,  and all  other  terms  and  conditions  of the
          awards. The Board or the Committee,  as the case may be, may condition
          the  grant of  Restricted  Stock  upon  the  attainment  of  specified
          Performance  Objectives  or such  other  factors  as the  Board or the
          Committee, as the case may be, may determine.

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

          (i)  Restricted  Stock,  when issued,  will be  represented by a stock
               certificate or certificates  registered in the name of the holder
               to whom such Restricted Stock shall have been awarded. During the
               Restriction  Period,  certificates  representing  the  Restricted
               Stock and any securities  constituting Retained Distributions (as
               defined below) shall bear a restrictive legend to the effect that
               ownership   of  the   Restricted   Stock   (and   such   Retained
               Distributions),  and  the  enjoyment  of all  rights  appurtenant
               thereto,  are subject to the  restrictions,  terms and conditions
               provided in this Plan and the Restricted Stock agreement referred
               to  in  Section  6(b)(iv)  below.  Such  certificates   shall  be
               deposited  by the holder with the  Company,  together  with stock
               powers or other  instruments  of  assignment,  endorsed in blank,
               which will  permit  transfer to the Company of all or any portion
               of the Restricted Stock

                                      -11-

<PAGE>



               and any securities constituting Retained Distributions that shall
               be forfeited or that shall not become vested in  accordance  with
               this Plan and the applicable Restricted Stock agreement.

          (ii) Restricted Stock shall constitute  issued and outstanding  shares
               of Common  Stock for all  corporate  purposes,  and the  issuance
               thereof shall be made for at least the minimum  consideration (if
               necessary) to permit the shares of Restricted  Stock to be deemed
               to be fully  paid and  nonassessable.  The  holder  will have the
               right to vote such  Restricted  Stock,  to receive and retain all
               regular cash dividends and other cash equivalent distributions as
               the Board may in its sole discretion designate, pay or distribute
               on such Restricted Stock and to exercise all other rights, powers
               and  privileges  of a  holder  of  Stock  with  respect  to  such
               Restricted  Stock,  with the exceptions  that (A) the holder will
               not  be  entitled  to  delivery  of  the  stock   certificate  or
               certificates   representing   such  Restricted  Stock  until  the
               Restriction  Period  shall  have  expired  and  unless  all other
               vesting   requirements  with  respect  thereto  shall  have  been
               fulfilled;  (B) the  Company  will  retain  custody  of the stock
               certificate or  certificates  representing  the Restricted  Stock
               during  the  Restriction  Period;  (C) other  than  regular  cash
               dividends and other cash equivalent distribution as the Board may
               in its sole discretion designate, pay or distribute,  the Company
               will   retain   custody   of   all    distributions    ("Retained
               Distributions")  made or declared with respect to the  Restricted
               Stock  (and such  Retained  Distributions  will be subject to the
               same restrictions,  terms and conditions as are applicable to the
               Restricted  Stock) until such time,  if ever,  as the  Restricted
               Stock with  respect to which such  Retained  Distributions  shall
               have been made,  paid or declared  shall have  become  vested and
               with respect to which the Restriction  Period shall have expired;
               (D) the holder may not sell, assign, transfer,  pledge, exchange,
               encumber  or  dispose  of the  Restricted  Stock or any  Retained
               Distributions  during the Restriction Period; and (E) a breach of
               any of the  restrictions,  terms or conditions  contained in this
               Plan or the  Restricted  Stock  agreement  referred to in Section
               6(b)(iv)  below,  or otherwise  established by the Committee with
               respect to any Restricted Stock and Retained  Distributions  will
               cause a  forfeiture  of such  Restricted  Stock and any  Retained
               Distributions with respect thereto.

         (iii) Upon the  expiration  of the  Restriction  Period with respect to
               each award of Restricted  Stock and the satisfaction of any other
               applicable restrictions,  terms and conditions (A) all or part of
               such Restricted  Stock shall become vested in accordance with the
               terms of the Restricted  Stock  agreement  referred to in Section
               6(b)(iv) below, and (B) any Retained  Distributions  with respect
               to such  Restricted  Stock shall become vested to the extent that
               the Restricted Stock related

                                      -12-

<PAGE>



               thereto shall have become vested.  Any such Restricted  Stock and
               Retained Distributions that do not vest shall be forfeited to the
               Company and the holder shall not thereafter  have any rights with
               respect to such Restricted Stock and Retained  Distributions that
               shall have been so forfeited.

          (iv) Each  Restricted  Stock award shall be confirmed by, and shall be
               subject to the terms of, an agreement executed by the Company and
               the participant.

Section 7. Deferred Stock.

     (a)  Grant and Exercise.  Deferred  Stock may be awarded either alone or in
          addition to or in tandem with other awards granted under the Plan. The
          Board  or the  Committee,  as the  case may be,  shall  determine  the
          eligible persons to whom and the time or times at which Deferred Stock
          shall be awarded, the number of shares of Deferred Stock to be awarded
          to any person,  the  duration of the period  (the  "Deferral  Period")
          during which, and the conditions under which,  receipt of the Deferred
          Stock will be deferred,  and all the other terms and conditions of the
          awards. The Board or the Committee,  as the case may be, may condition
          the grant of the  Deferred  Stock  upon the  attainment  of  specified
          Performance  Objectives or such other factors or criteria as the Board
          or the Committee, as the case may be, shall determine.

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

          (i)  Subject  to the  provisions  of  this  Plan  and  Deferred  Stock
               agreement referred to in Section 7(b)(vii) below,  Deferred Stock
               awards  may  not  be  sold,  assigned,  transferred,  pledged  or
               otherwise   encumbered   during  the  Deferral  Period.   At  the
               expiration  of the Deferral  Period (or the  Additional  Deferral
               Period referred to in Section 7(b)(vi) below,  where applicable),
               share certificates shall be delivered to the participant,  or his
               legal  representative,  in a number  equal to the shares of Stock
               covered by the Deferred Stock award.

          (ii) As  determined  by the  Committee  at the time of award,  amounts
               equal to any dividends  declared  during the Deferral  Period (or
               the Additional  Deferral Period  referred to in Section  7(b)(vi)
               below,  where  applicable)  with  respect to the number of shares
               covered by a Deferred Stock award may be paid to the  participant
               currently or deferred and deemed to be  reinvested  in additional
               Deferred Stock.

         (iii) Subject  to  the  provisions  of  the  Deferred  Stock  agreement
               referred  to in Section  7(b)(vii)  below and this  Section 7 and
               Section 12(g) below,


                                      -13-

<PAGE>


               upon termination of participant's  employment with the Company or
               any Subsidiary for any reason during the Deferral  Period (or the
               Additional Deferral Period referred to in Section 7(b)(vi) below,
               where  applicable)  for a given  award,  the  Deferred  Stock  in
               question will vest or be fortified in  accordance  with the terms
               and conditions established by the Board or the Committee,  as the
               case may be, at the time of grant.

          (iv) The Board or the Committee, as the case may be, may, after grant,
               accelerate  the vesting of all or any part of any Deferred  Stock
               award and/or waive the deferral  limitations  for all or any part
               of a Deferred Stock award.

          (v)  In the event of  hardship  or other  special  circumstances  of a
               participant  whose  employment  with the Company or any Parent or
               Subsidiary is  involuntarily  terminated  (other than for Cause),
               the  Board or the  Committee,  as the case may be,  may  waive in
               whole or in part any or all of the remaining deferral limitations
               imposed  hereunder  or pursuant to the Deferred  Stock  agreement
               referred to in Section 7(b)(vii) below with respect to any or all
               of the participant's Deferred Stock.

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

         (vii) Each  Deferred  Stock award shall be  confirmed  by, and shall be
               subject to the terms of, an agreement executed by the Company and
               the participant.

Section 8. Other Stock-Based Awards.

     (a)  Grant and  Exercise.  Other  Stock-Based  Awards,  which  may  include
          performance  shares and shares valued by reference to the  performance
          of the Company or any  Subsidiary,  may be granted  either alone or in
          addition  to or in tandem  with  Stock  Options,  Restricted  Stock or
          Deferred Stock. The Board or the Committee,  as the case may be, shall
          determine  the  eligible  persons  to  whom,  and the time or times at
          which,  such awards shall be made, the number of shares of Stock to be
          awarded pursuant to such awards, and all other terms and conditions of
          the awards.  The Board or the Committee,  as the case may be, may also
          provide for the grant of Stock under such awards upon

                                      -14-

<PAGE>



          the attainment of specified  Performance  Objectives and/or completion
          of a specified performance period.

     (b)  Terms and Conditions. Each Other Stock-Based Award shall be subject to
          the following terms and conditions:

          (i)  Shares of Stock subject to an Other  Stock-Based may not be sold,
               assigned,  transferred,  pledged or otherwise encumbered prior to
               the date on which the shares are issued,  or, if later,  the date
               on which any applicable restriction or period of deferral lapses.

          (ii) The  recipient  of Other  Stock-Based  Award shall be entitled to
               receive,  currently or on a deferred basis, dividends or dividend
               equivalents  with respect to the number of shares  covered by the
               award,  as determined by the Board or the Committee,  as the case
               may be, at the time of the award. The Board or the Committee,  as
               the case may be, may provide  that such amounts (if any) shall be
               deemed to have been reinvested in additional Stock.

         (iii) Any Other  Stock-Based  Award and any Stock  covered by any Other
               Stock-Based  Award  shall vest or be  forfeited  to the extent so
               provided in the award  agreement  referred to in Section  8(b)(v)
               below,  as determined by the Board or the Committee,  as the case
               may be.

          (iv) In the  event  of the  participant's  Retirement,  Disability  or
               death,  or in case of  special  circumstances,  the  Board or the
               Committee,  as the case may be, may waive in whole or in part any
               or all of the limitations imposed hereunder (if any) with respect
               to any or all of an Other Stock-Based Award.

          (v)  Each Other  Stock-Based Award shall be confirmed by, and shall be
               subject to the terms of, an agreement executed by the Company and
               by the participant.

Section 9. Change of Control Provisions.

     (a) A "Change of Control" shall be deemed to have occurred on the tenth day
after:

          (i)  any individual,  entity or group (as defined in Section  13(d)(3)
               of the  Exchange  Act),  becomes,  directly  or  indirectly,  the
               beneficial  owner  (within the meaning of Rule 13d-3  promulgated
               under the Exchange Act) of more than 25% of the then  outstanding
               shares of the Company's  capital stock entitled to vote generally
               in the election of directors of the Company; or


                                      -15-

<PAGE>




          (ii) the  commencement  of, or the first  public  announcement  of the
               intention of any individual, firm, corporation or other entity or
               of any group (as defined in Section 13(d)(3) of the Exchange Act)
               to  commence,  a tender or  exchange  offer  subject  to  Section
               14(d)(1)  of the  Exchange  Act for any  class  of the  Company's
               capital stock; or

         (iii) the   stockholders  of  the  Company  approve  (A)  a  definitive
               agreement  for the merger or other  business  combination  of the
               Company  with or into another  corporation  pursuant to which the
               stockholders of the Company  immediately prior to the transaction
               do not own,  immediately after the transaction,  more than 50% of
               the  voting  power of the  corporation  that  survives,  or (B) a
               definitive  agreement for the sale, exchange or other disposition
               of all or substantially all of the assets of the Company,  or (C)
               any plan or proposal for the  liquidation  or  dissolution of the
               Company;

               provided, however, that a "Change of Control" shall not be deemed
               to have taken  place if  beneficial  ownership  is  acquired  (A)
               directly from the Company, other than an acquisition by virtue of
               the  exercise  or  conversion  of  another  security  unless  the
               security so converted or exercised was itself  acquired  directly
               from the  Company,  or (B) by, or a tender or  exchange  offer is
               commenced  or  announced  by, the  Company,  any  profit-sharing,
               employee  ownership or other  employee  benefit plan sponsored or
               maintained  by the Company;  or any trustee of or fiduciary  with
               respect to any such plan when acting in such capacity.

     (b)  In the event of a "Change of  Control"  as  defined  in  Section  9(a)
          above,  awards  granted  under  this  Plan  shall  be  subject  to the
          following  provisions,  unless the  provisions  of this  Section 9 are
          suspended or terminated by the Board prior to the occurrence of such a
          "Change of Control":

          (i)  all outstanding  Stock Options which have been outstanding for at
               least six months shall become exercisable in full, whether or not
               otherwise  exercisable  at such time,  and any such Stock  Option
               shall  remain  exercisable  in full  thereafter  until it expires
               pursuant to its terms; and

          (ii) all restrictions and deferral limitations contained in Restricted
               Stock awards,  Deferred Stock awards and Other Stock-Based Awards
               granted under the Plan shall lapse.



Section 10.         Amendments and Termination.


                                      -16-

<PAGE>



     The  Board  may at any  time,  and  from  time to  time,  amend  any of the
provisions  of this Plan,  and may at any time  suspend or  terminate  the Plan;
provided, however, that no such amendment shall be effective unless and until it
has been duly approved by the holders of the outstanding  shares of Stock if the
failure to obtain such approval  would  adversely  affect the  compliance of the
Plan with the requirements of Rule 16b-3, Section 162(m) or any other applicable
law, rule or  regulation.  The Board or the  Committee,  as the case may be, may
amend the terms of any Stock Option or other award theretofore granted under the
Plan; provided,  however, that subject to Section 3 above, no such amendment may
be made by the Board or the Committee, as the case may be, which in any material
respect impairs the rights of the optionee or participant without the optionee's
or  participant's  consent,  except for such amendments  which are made to cause
this  Plan to  qualify  for the  exemption  provided  by Rule  16b-3 or to be in
compliance with the provisions of Section 162(m).

Section 11. Unfunded Status of Plan.

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

Section 12. General Provisions.

     (a)  The  Board or the  Committee,  as the case may be,  may  require  each
          person acquiring shares of Stock Option or other award under this Plan
          to  represent  to and  agree  with the  Company  in  writing  that the
          optionee or participant is acquiring the shares for investment without
          a view towards the distribution thereof.

          All  certificates  for shares of Stock delivered under this Plan shall
          be subject to such stop transfer orders and other  restrictions as the
          Board or the  Committee,  as the case may be, may deem to be advisable
          in order to assure compliance with the rules,  regulations,  and other
          requirements  of the  Securities  and Exchange  Commission,  any stock
          exchange or association upon which the Stock is then listed or quoted,
          any  applicable  Federal or state  securities  law, and any applicable
          corporate law, and the Board or the Committee, as the case may be, may
          cause a legend or legends to be put on any such  certificates  to make
          appropriate reference to such restrictions.

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


                                      -17-

<PAGE>



     (c)  Nothing  contained  in this  Plan or in any award  hereunder  shall be
          deemed to confer  upon any  employee  of the  Company or any Parent or
          Subsidiary any right to continued  employment  with the Company or any
          Parent or Subsidiary, nor shall it interfere in any way with the right
          of the Company or any Parent or Subsidiary to terminate the employment
          of any of its employees at any time.

     (d)  No later than the date as of which an amount first becomes  includable
          in the gross income of the participant for Federal income tax purposes
          with  respect  to any  Option or other  award  under  this  Plan,  the
          participant   shall  pay  to  the   Company,   or  make   arrangements
          satisfactory  to the  Board  or the  Committee,  as the  case  may be,
          regarding  the payment of, any  Federal,  state and local taxes of any
          kind  required  by law to be  withheld  or paid with  respect  to such
          amount.  If permitted by the Board or the  Committee,  as the case may
          be, tax withholding or payment  obligations may be settled with Stock,
          including  Stock  that is part of the  award  that  gives  rise to the
          withholding  requirement.  The  obligations  of the Company under this
          Plan shall be conditional upon such payment or  arrangements,  and the
          Company and any Subsidiary shall, to the extent permitted by law, have
          the  right to  deduct  any such  taxes  from any  payment  of any kind
          otherwise  due to the  participant  from the  Company or any Parent or
          Subsidiary.

     (e)  This Plan and all awards made and actions  taken  thereunder  shall be
          governed by and construed in accordance  with the laws of the State of
          Delaware (without regard to choice of law provisions).

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

     (g)  A leave of absence, unless otherwise determined by the Committee prior
          to the commencement thereof,  shall not be considered a termination of
          employment.  Any Stock  Option  granted or awards made under this Plan
          shall not be  affected  by any  change of  employment,  so long as the
          holder  continues  to be an  employee  of the Company or any Parent or
          Subsidiary.

     (h)  Except as  otherwise  expressly  provided  in this  Plan,  no right or
          benefit   under   this  Plan  may  be   alienated,   sold,   assigned,
          hypothecated,   pledged,  exchanged,   transferred,   encumbranced  or
          charged,  and any  attempt to  alienate,  sell,  assign,  hypothecate,
          pledge, exchange, transfer, encumber or charge the same


                                      -18-

<PAGE>



          shall be void.  No right or benefit  hereunder  shall in any manner be
          subject to the debts,  contracts or liabilities of the person entitled
          to such benefit.

     (i)  The  obligations  of the Company with respect to all Stock Options and
          awards  under this Plan shall be subject to (A) all  applicable  laws,
          rules and regulations, and such approvals by any governmental agencies
          as may be required,  including,  without limitation, the effectiveness
          of a  registration  statement  under the  Securities  Act, and (B) the
          rules and  regulations  of any  securities  exchange or association on
          which the Stock may be listed or quoted.

     (j)  It is the  intention of the Company that this Plan  complies  with the
          requirements  of Rule 16b-3,  Section 162(m) and all other  applicable
          laws, rules and regulations, and any ambiguities or inconsistencies in
          the  construction  of any of the  provisions  of this  Plan  shall  be
          interpreted to give effect to such  intention.  If any of the terms or
          provisions of this Plan conflict with the  requirements of Rule 16b-3,
          or with the  requirements  of Section  162(m) or any other  applicable
          law, rule or regulation,  and with respect to Incentive  Stock Options
          under Section 422 of the Code, then such terms or provisions  shall be
          deemed  inoperative  to the extent they so  conflict.  With respect to
          Incentive  Stock Options,  if this Plan does not contain any provision
          required to be included  herein  under  Section 422 of the Code.  such
          provision  shall be deemed  to be  incorporated  herein  with the same
          force  and  effect  as if such  provision  had been set out at  length
          herein.

     (k)  The Board or the  Committee,  as the case may be,  may  terminate  any
          Stock  Option  or  other  award  made  under  this  Plan if a  written
          agreement relating thereto is not executed and returned to the Company
          within 30 days after such agreement has been delivered to the optionee
          or participant for his or her execution.

     (l)  The grant of awards  pursuant to this Plan shall not in any way effect
          the  right  or  power  of  the  Company  to  make   reclassifications,
          reorganizations  or other  changes of or to its  capital  or  business
          structure  or to  merge,  consolidate,  liquidate,  sell or  otherwise
          dispose of all or any part of its business or assets.


Section 13. Effective Date of Plan.

     The Plan shall be  effective  as of the date of the  approval  and adoption
thereof at a meeting of the stockholders of the Company.



Section 14. Term of Plan.


                                      -19-
<PAGE>


     This Plan shall  terminate on the tenth  anniversary of its effective date,
and no Stock  Option,  Restricted  Stock  Award,  Deferred  Stock award or Other
Stock-Based Award shall be granted pursuant to this Plan after said date. Awards
granted on or prior to such date may extend beyond that date.

                                      -20-