Exhibit 10.43

                            CHAPARRAL RESOURCES, INC.
                            2001 STOCK INCENTIVE PLAN


     1. Purpose. The purpose of the Chaparral Resources, Inc. 2001 Stock
Incentive Plan (the "Plan") is to enhance the ability of Chaparral Resources,
Inc. (the "Company") and its subsidiaries to attract and retain officers,
employees, directors and consultants of outstanding ability and to provide
selected officers, employees, directors and consultants with an interest in the
Company parallel to that of the Company's shareholders. The term "Company" as
used in this Plan with reference to employment shall include the Company and its
Subsidiaries, as appropriate.

     2. Definitions.

          (a) "Award" shall mean an award determined in accordance with the
terms of the Plan.

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

          (c) "Cause" shall mean (i) if a Participant is party to an employment
agreement or similar agreement with the Company and such agreement includes a
definition of Cause, the definition contained therein or (ii) if no such
employment or similar agreement exists, it shall mean (A) the Participant's
failure to perform the duties reasonably assigned to him or her by the Company,
(B) a good faith finding by the Company of the Participant's dishonesty, gross
negligence or misconduct, (C) a material breach by the Participant of any
written Company employment policies or rules or (D) the Participant's conviction
for, or his or her plea of guilty or nolo contendere to, a felony or for any
other crime which involves fraud, dishonesty or moral turpitude.

          (d) "Change in Control" shall mean the occurrences of:

          (i) An acquisition (other than directly from the Company) of any
voting securities of the Company (the "Voting Securities") by any "Person" (as
the term person is used for purposes of Section 13(d) or 14(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")), immediately after which
such Person has "Beneficial Ownership" (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of thirty percent (30%) or more of the then
outstanding shares of Common Stock or the combined voting power of the Company's
then outstanding Voting Securities; provided, however, in determining whether a
Change in Control has occurred, shares of Common Stock or Voting Securities
which are acquired in a "Non-Control Acquisition" (as hereinafter defined) shall
not constitute an acquisition which would cause a Change in Control. A
"Non-Control Acquisition" shall mean an acquisition by (A) an employee benefit
plan (or a trust forming a part thereof) maintained by (1) the Company or (2)
any corporation or other Person of which a majority of its voting power or its
voting equity securities or equity interest is owned, directly or indirectly, by
the Company (for purposes of this definition, a "Subsidiary"), (B) the Company
or its Subsidiaries, or (C) any Person in connection with a "Non-Control
Transaction" (as hereinafter defined);




          (ii) The individuals who, as of the Effective Date are members of the
Board (the "Incumbent Board"), cease for any reason to constitute at least
two-thirds of the members of the Board; provided, however, that if the election,
or nomination for election by the Company's common stockholders, of any new
director was approved by a vote of at least two-thirds of the Incumbent Board,
such new director shall, for purposes of this Plan, be considered as a member of
the Incumbent Board; provided, further, however, that no individual shall be
considered a member of the Incumbent Board if such individual initially assumed
office as a result of either an actual or threatened "Election Contest" (as
described in Rule 14a-11 promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other
than the Board (a "Proxy Contest") including by reason of any agreement intended
to avoid or settle any Election Contest or Proxy Contest; or

          (iii) The consummation of:

                (A) A merger, consolidation or reorganization with or into the
Company or in which securities of the Company are issued, unless such merger,
consolidation or reorganization is a "Non-Control Transaction." A "Non-Control
Transaction" shall mean a merger, consolidation or reorganization with or into
the Company or in which securities of the Company are issued where:

                    (1) the stockholders of the Company, immediately before such
merger, consolidation or reorganization, own directly or indirectly immediately
following such merger, consolidation or reorganization, at least fifty percent
(50%) of the combined voting power of the outstanding voting securities of the
corporation resulting from such merger or consolidation or reorganization (the
"Surviving Corporation") in substantially the same proportion as their ownership
of the Voting Securities immediately before such merger, consolidation or
reorganization,

                    (2) the individuals who were members of the Incumbent Board
immediately prior to the execution of the agreement providing for such merger,
consolidation or reorganization constitute at least two-thirds of the members of
the board of directors of the Surviving Corporation, or a corporation
beneficially directly or indirectly owning a majority of the Voting Securities
of the Surviving Corporation, and

                    (3) no Person other than (a) the Company, (b) any
Subsidiary, (c) any employee benefit plan (or any trust forming a part thereof)
that, immediately prior to such merger, consolidation or reorganization, was
maintained by the Company or any Subsidiary, or (d) any Person who, immediately
prior to such merger, consolidation or reorganization had Beneficial Ownership
of thirty percent (30%) or more of the then outstanding Voting Securities or
shares of Common Stock, has Beneficial Ownership of thirty percent (30%) or more
of the combined voting power of the Surviving Corporation's then outstanding
voting securities or its common stock.

                (B) A complete liquidation or dissolution of the Company; or

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                (C) The sale or other disposition of all or substantially all of
the assets of the Company to any Person (other than a transfer to a Subsidiary).

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur
solely because any Person (the "Subject Person") acquired Beneficial Ownership
of more than the permitted amount of the then outstanding Shares or Voting
Securities as a result of the acquisition of shares of Common Stock or Voting
Securities by the Company which, by reducing the number of shares of Common
Stock or Voting Securities then outstanding, increases the proportional number
of shares Beneficially Owned by the Subject Persons, provided that if a Change
in Control would occur (but for the operation of this sentence) as a result of
the acquisition of shares of Common Stock or Voting Securities by the Company,
and after such share acquisition by the Company, the Subject Person becomes the
Beneficial Owner of any additional shares of Common Stock or Voting Securities
which increases the percentage of the then outstanding shares of Common Stock or
Voting Securities Beneficially Owned by the Subject Person, then a Change in
Control shall occur.

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

          (f) "Committee" shall mean a committee of at least two members of the
Board appointed by the Board to administer the Plan and to perform the functions
set forth herein and who are "non-employee directors" within the meaning of Rule
16b-3 as promulgated under Section 16 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and who are also "outside directors" within the
meaning of Section 162(m) of the Code.

          (g) "Common Stock" shall mean the common stock of the Company.

          (h) "Continuous Service" means that the Participant's service as an
employee, director or consultant with the Company or a Subsidiary which is not
interrupted or terminated. The Participant's Continuous Service shall not be
deemed to have terminated merely because of a change in the capacity in which
the Participant renders service to the Company or a Subsidiary as an employee,
director or consultant or a change in the entity for which the Participant
renders such service; provided, that, there is no interruption or termination of
the Participant's Continuous Service other than an approved leave of absence.
The Committee, in its sole discretion, may determine whether Continuous Service
shall be considered interrupted.

          (i) "Covered Employee" shall have the meaning set forth in Section
162(m)(3) of the Code.

          (j) "Disability" shall have the same meaning as provided in any
long-term disability plan maintained by the Company or any Subsidiary that a
Participant then participates (the "LTD Plans"); provided, that, if no such plan
exists, it shall have the meaning set forth in Section 22(e)(3) of the Code.

          (k) "Fair Market Value" per share as of a particular date shall mean,
unless otherwise determined by the Board, the last reported sale price (on the
day immediately preceding such date) of the Common Stock on the New York Stock
Exchange (or any other exchange or national market system upon which price
quotations for the Company's Common Stock is regularly available).

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          (l) "Immediate Family Member" shall mean, except as otherwise
determined by the Committee, a Participant's spouse, ancestors and descendants.

          (m) "Incentive Stock Option" shall mean a stock option which is
intended to meet the requirements of Section 422 of the Code.

          (n) "Nonqualified Stock Option" shall mean a stock option which is not
intended to be an Incentive Stock Option.

          (o) "Option" shall mean either an Incentive Stock Option or a
Nonqualified Stock Option.

          (p) "Participant" shall mean an officer, employee, director or
consultant of the Company or its Subsidiaries who is selected to participate in
the Plan in accordance with Section 5.

          (q) "Retirement" shall mean a Participant's retirement upon (i) the
attainment of age 65 or (ii) the attainment of combined years of age and years
of service with the Company equal to or exceeding 85 or (iii) the attainment of
age 62 with 5 years of service with the Company.

          (r) "Subsidiary" shall mean any affiliate of the Company selected by
the Board; provided, that, with respect to Incentive Stock Options, it shall
mean any subsidiary of the Company that is a corporation and which at the time
qualifies as a "subsidiary corporation" within the meaning of Section 424(f) of
the Code.

     3. Shares Subject to the Plan. Subject to adjustment in accordance with
Section 18, the total of the number of shares of Common Stock which shall be
available for the grant of Awards under the Plan shall not exceed 2,143,000
shares of Common Stock; provided, that, for purposes of this limitation, any
Common Stock subject to an Option which is canceled or expires without exercise
shall again become available for Award under the Plan. Upon forfeiture of Awards
in accordance with the provisions of the Plan and the terms and conditions of
the Award, such shares shall again be available for subsequent Awards under the
Plan. Subject to adjustment in accordance with Section 18, no employee shall be
granted, during any calendar year, Options to purchase more than 750,000 shares
of Common Stock. Common Stock available for issue or distribution under the Plan
shall be authorized and unissued shares or shares reacquired by the Company in
any manner.

     4. Administration.

          (a) The Plan shall be administered by the Committee. All references to
the Committee hereinafter shall mean the Board if no such Committee has been
appointed.

          (b) The Committee shall (i) approve the selection of Participants,
(ii) determine the type of Awards to be made to Participants, (iii) determine
the number of shares of Common Stock subject to Awards, (iv) determine the terms

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and conditions of any Award granted hereunder (including, but not limited to,
any restriction and forfeiture conditions on such Award) and (v) have the
authority to interpret the Plan, to establish, amend, and rescind any rules and
regulations relating to the Plan, to determine the terms and provisions of any
agreements entered into hereunder, and to make all other determinations
necessary or advisable for the administration of the Plan. The Committee may
correct any defect, supply any omission or reconcile any inconsistency in the
Plan or in any Award in the manner and to the extent it shall deem desirable to
carry it into effect.

          (c) Any action of the Committee shall be final, conclusive and binding
on all persons, including the Company and its Subsidiaries and shareholders,
Participants and persons claiming rights from or through a Participant.

          (d) The Committee may delegate to officers or employees of the Company
or any Subsidiary, and to service providers, the authority, subject to such
terms as the Committee shall determine, to perform administrative functions with
respect to the Plan and Award agreements.

          (e) Members of the Committee and any officer or employee of the
Company or any Subsidiary acting at the direction of, or on behalf of, the
Committee shall not be personally liable for any action or determination taken
or made in good faith with respect to the Plan, and shall, to the extent
permitted by law, be fully indemnified by the Company with respect to any such
action or determination.

     5. Eligibility. Individuals eligible to receive Awards under the Plan shall
be the officers, employees, directors and consultants of the Company and its
Subsidiaries selected by the Committee; provided, that, only employees of the
Company and its Subsidiaries may be granted Incentive Stock Options.

     6. Awards. Awards under the Plan may consist of Options, restricted Common
Stock, restricted Common Stock units, performance shares, performance share
units, purchases, share awards, stock appreciation rights or other awards based
on the value of the Common Stock. Awards shall be subject to the terms and
conditions of the Plan and shall be evidenced by an agreement containing such
additional terms and conditions, not inconsistent with the provisions of the
Plan, as the Committee shall deem desirable.

     7. Options. Options may be granted under the Plan in such form as the
Committee may from time to time approve pursuant to terms set forth in an Option
agreement. The Committee may alter or waive, at any time, any term or condition
of an Option that is not mandatory under the Plan.

          (a) Types of Options. Each Option agreement shall state whether or not
the Option will be treated as an Incentive Stock Option or Nonqualified Stock
Option. The aggregate Fair Market Value of the Common Stock for which Incentive
Stock Options granted to any one employee under this Plan or any other incentive
stock option plan of the Company or of any of its Subsidiaries may by their
terms first become exercisable during any calendar year shall not exceed
$100,000, determining Fair Market Value as of the date each respective Option is
granted. In the event such threshold is exceeded in any calendar year, such
excess Options shall be automatically deemed to be Nonqualified Stock Options.

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          (b) Option Price. The purchase price per share of the Common Stock
purchasable under an Option shall be determined by the Committee; provided,
however, the exercise price for Incentive Stock Options will be not less than
100% of the Fair Market Value of the Common Stock on the date of the grant and
in the case of Incentive Stock Options granted to an employee owning stock
possessing more than 10% of the total combined voting power of all classes of
shares of the Company and its Subsidiaries (a "10% Shareholder") the price per
share specified in the agreement relating to such Option shall not be less than
110% of the Fair Market Value per share of the Common Stock on the date of
grant.

          (c) Option Period. The term of each Option shall be fixed by the
Committee, but no Option shall be exercisable after the expiration of ten (10)
years from the date the Option is granted; provided, that, in the case of
Incentive Stock Options granted to 10% Shareholders, the term of such Option
shall not exceed 5 years from the date of grant.

          (d) Exercisability. Each Option shall vest and become exercisable at a
rate determined by the Committee on the date of grant.

          (e) Method of Exercise. Options may be exercised, in whole or in part,
by giving written notice of exercise to the Company specifying the number shares
of Common Stock to be purchased. Such notice shall be accompanied by the payment
in full of the Option purchase price. Such payment shall be made: (i) in cash,
or (ii) to the extent authorized by the Committee and permissible under
applicable law, by a note fully secured by the Common Stock, or (iii) to the
extent authorized by the Committee, by surrender of Common Stock owned by the
holder of the Option for at least six (6) months prior to exercise of the
Options, or (iv) through simultaneous sale through a broker of shares acquired
on exercise, as permitted under Regulation T of the Federal Reserve Board, or
(v) through additional methods prescribed by the Committee, or (vi) by a
combination of any such methods. A Participant's subsequent transfer or
disposition of any Common Stock acquired upon exercise of an Option shall be
subject to any Federal and state laws then applicable, specifically securities
law, and the terms and conditions of this Plan.

     8. Restricted Common Stock. The Committee may from time to time award
restricted Common Stock under the Plan to eligible Participants. Shares of
restricted Common Stock may not be sold, assigned, transferred or otherwise
disposed of, or pledged or hypothecated as collateral for a loan or as security
for the performance of any obligation or for any other purpose, for such period
(the "Restricted Period") as the Committee shall determine. The Committee may
define the Restricted Period in terms of the passage of time or in any other
manner it deems appropriate. The Committee may alter or waive at any time any
term or condition of restricted Common Stock that is not mandatory under the
Plan.

     Unless otherwise determined by the Committee, upon termination of a
Participant's Continuous Service with the Company for any reason prior to the
end of the Restricted Period, the restricted Common Stock shall be forfeited and
the Participant shall have no right with respect to the Award.

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     Except as restricted under the terms of the Plan and any Award agreement,
any Participant awarded restricted Common Stock shall have all the rights of a
shareholder including, without limitation, the right to vote restricted Common
Stock.

     If a share certificate is issued in respect of restricted Common Stock, the
certificate shall be registered in the name of the Participant, but shall be
held by the Company for the account of the Participant until the end of the
Restricted Period.

     The Committee may also award restricted Common Stock in the form of
restricted Common Stock units having a value equal to an identical number of
shares of Common Stock. Payment of restricted Common Stock units shall be made
in Common Stock or in cash or in a combination thereof (based upon the Fair
Market Value of the Common Stock on the day the Restricted Period expires), all
as determined by the Committee in its sole discretion.

     9. Performance Shares. Performance shares may be granted in the form of
actual shares of Common Stock or Common Stock units having a value equal to an
identical number of shares of Common Stock. In the event that a share
certificate is issued in respect of performance shares, such certificate shall
be registered in the name of the Participant but shall be held by the Company
until the time the performance shares are earned. The performance conditions and
the length of the performance period shall be determined by the Committee, but
in no event may a performance period be less than twelve months. The Committee
shall determine in its sole discretion whether performance shares granted in the
form of Common Stock units shall be paid in cash, Common Stock, or a combination
of cash and Common Stock.

     Awards of performance shares to a Covered Employee shall be subject to
performance goals. Performance goals may be expressed in terms of one or more of
the following: revenue, revenue growth, earnings before interest, taxes,
depreciation and amortization ("EBITDA"), EBITDA growth, funds from operations,
funds from operations per share and per share growth, cash available for
distribution, cash available for distribution per share and per share growth,
net earnings, earnings per share and per share growth, return on equity, return
on assets, share price performance on an absolute basis and relative to an
index, improvements in the Company's or its Subsidiary's attainment of expense
levels, and implementing or completion of critical projects. The Committee shall
establish the relevant performance conditions within 90 days after the
commencement of the performance period (or such later date as may be required or
permitted by Section 162(m) of the Code). The Committee may, in its discretion,
reduce or eliminate the amount of payment with respect to an Award of
performance shares to a Covered Employee, notwithstanding the achievement of a
specified performance condition. Subject to Section 18, the maximum number of
performance shares subject to any Award to a Covered Employee is 750,000 for
each 12 months during the performance period (or, to the extent the Award is
paid in cash, the maximum dollar amount of any such Award is the equivalent cash
value, based on the Fair Market Value of the Common Stock, of such number of
shares of Common Stock on the last day of the performance period). An Award of
performance shares to a Participant who is a Covered Employee shall (unless the
Committee determines otherwise) provide that in the event of the Participant's
termination of Continuous Service prior to the end of the performance period for
any reason, such Award will be payable only (A) if the applicable performance
conditions are achieved and (B) to the extent, if any, as the Committee shall
determine.

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     10. Share Purchases. The Committee may authorize eligible individuals to
purchase Common Stock in the Company at a price equal to, below or above the
Fair Market Value of the Common Stock at the time of grant. Any such offer may
be subject to the conditions and terms the Committee may impose. The Company may
make loans available to eligible Participants in connection with the purchase of
Common Stock, as the Committee, in its discretion, may determine. The terms and
conditions of any such loans shall be determined by the Committee, in its sole
discretion.

     11. Stock Appreciation Rights. The Committee may in its discretion, either
alone or in connection with the grant of another Award, grant stock appreciation
rights in accordance with the Plan, the terms and conditions of which shall be
set forth in an Agreement. If granted in connection with an Option, a Stock
Appreciation Right shall cover the same number of shares of Common Stock covered
by the Option (or such lesser number of shares as the Committee may determine)
and shall, except as provided in this Section 8, be subject to the same terms
and conditions as the related Option.

          (a) Time of Grant. A stock appreciation right may be granted (i) at
any time if unrelated to an Option, or (ii) if related to an Option, either at
the time of grant, or at any time thereafter during the term of the Option.

          (b) Stock Appreciation Right Related to an Option.

          (i) A stock appreciation right granted in connection with an Option
shall be exercisable at such time or times and only to the extent that the
related Options are exercisable, and will not be transferable except to the
extent the related Option may be transferable. A stock appreciation right
granted in connection with an Incentive Stock Option shall be exercisable only
if the Fair Market Value of a share of Common Stock on the date of exercise
exceeds the purchase price specified in the related Incentive Stock Option
Agreement.

          (ii) Upon the exercise of a stock appreciation right related to an
Option, the Participant shall be entitled to receive an amount determined by
multiplying (A) the excess of the Fair Market Value of a share of Common Stock
on the date preceding the date of exercise of such stock appreciation right over
the per share purchase price under the related Option, by (B) the number of
shares of Common Stock as to which such stock appreciation right is being
exercised. Notwithstanding the foregoing, the Committee may limit in any manner
the amount payable with respect to any stock appreciation right by including
such a limit in the Agreement evidencing the stock appreciation right at the
time it is granted.

          (iii) Upon the exercise of a stock appreciation right granted in
connection with an Option, the Option shall be canceled to the extent of the
number of shares as to which the stock appreciation right is exercised, and upon
the exercise of an Option granted in connection with a stock appreciation right,
the stock appreciation right shall be canceled to the extent of the number of
Shares as to which the Option is exercised or surrendered.

          (c) Stock Appreciation Right Unrelated to an Option. The Committee may
grant to Participant Stock Appreciation Rights unrelated to Options. Stock
appreciation rights unrelated to Options shall contain such terms and conditions

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as to exercisability, vesting and duration as the Committee shall determine, but
in no event shall they have a term of greater than ten (10) years. Upon exercise
of a stock appreciation right unrelated to an Option, the Participant shall be
entitled to receive an amount determined by multiplying (i) the excess of the
Fair Market Value of a share on the date preceding the date of exercise of such
stock appreciation right over the per share exercise price of the stock
appreciation right, by (ii) number of shares of Common Stock as to which the
stock appreciation right is being exercised. Notwithstanding the foregoing, the
Committee may limit in any manner the amount payable with respect to any stock
appreciation right by including such a limit in the Agreement evidencing the
stock appreciation right at the time it is granted.

          (d) Method of Exercise. Stock appreciation rights shall be exercised
by a Participant only by a written notice delivered in person or by mail to the
Company at the Company's principal executive office, specifying the number of
shares of Common Stock with respect to which the stock appreciation right is
being exercised. If requested by the Committee, the Participant shall deliver
the Agreement evidencing the stock appreciation right being exercised and the
Agreement evidencing any related Option to the Company who shall endorse thereon
a notation of such exercise and return such Agreement to the Participant.

          (e) Form of Payment. Payment of the amount determined under this
Section 11 may be made in the discretion of the Committee solely in whole shares
of Common Stock in a number determined at their Fair Market Value on the date
preceding the date of exercise of the stock appreciation right, or solely in
cash, or in a combination of cash and shares. If the Committee decides to make
full payment in shares in Common Stock and the amount payable results in a
fractional share, payment for the fractional share will be made in cash.

     12. Share Awards. Subject to such performance and employment conditions as
the Committee may determine, awards of Common Stock or awards based on the value
of the Common Stock may be granted either alone or in addition to other Awards
granted under the Plan. Any Awards under this Section 12 and any Common Stock
covered by any such Award may be forfeited to the extent so provided in the
Award agreement, as determined by the Committee. Payment of Common Stock awards
made under this Section 12 which are based on the value of Common Stock may be
made in Common Stock or in cash or in a combination thereof (based upon the Fair
Market Value of the Common Stock on the date of payment), all as determined by
the Committee in its sole discretion.

     13. Change in Control. Upon the occurrence of a Change in Control, all
Options and stock appreciation rights shall automatically become vested and
exercisable in full and all restrictions or performance conditions, if any, on
any Common Stock awards, restricted Common Stock, restricted Common Stock units,
performance shares or performance share units granted hereunder shall
automatically lapse. The Committee may, in its discretion, include such further
provisions and limitations in any agreement documenting such Awards as it may
deem equitable and in the best interests of the Company.

     14. Withholding. Upon (a) disposition of shares of Common Stock acquired
pursuant to the exercise of an Incentive Stock Option granted pursuant to the
Plan within two years of the granting of the Incentive Stock Option or within
one year after exercise of the Incentive Stock Option, or (b) exercise of a

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Nonqualified Stock Option (or an Incentive Stock Option treated as a
Nonqualified Stock Option), exercise of a stock appreciation right or the
vesting or payment of any other Award under the Plan, or (c) under any other
circumstances determined by the Committee in its sole discretion, the Company
shall have the right to require any Participant, and such Participant by
accepting the Awards granted under the Plan agrees, to pay to the Company the
amount of any taxes which the Company shall be required to withhold with respect
thereto. In the event of clauses (a), (b) or (c), with the consent of the
Committee, at its sole discretion, such Participant may elect to pay to the
Company an amount equal to the amount of the taxes which the Company shall be
required to withhold by delivering to the Company shares of Common Stock having
a Fair Market Value equal to the amount of the withholding tax obligation as
determined by the Company; provided, however, that no shares of Common Stock are
withheld with a value exceeding the minimum amount of tax required to be
withheld by law. Such shares so delivered to satisfy the minimum withholding
obligation may be either shares withheld by the Company upon the exercise of the
Option or other shares. At the Committee's sole discretion, a Participant may
elect to have additional taxes withheld and satisfy such withholding with cash
or shares of Common Stock held for at least six (6) months prior to exercise,
if, in the opinion of the Company's outside accountants, doing so, would not
result in a charge against earnings. In addition, at the Committee's sole
discretion, a Participant may satisfy such withholding obligation by executing a
promissory note fully secured by the Common Stock.

     15. Nontransferability, Beneficiaries. Unless otherwise determined by the
Committee with respect to the transferability of Nonqualified Stock Options by a
Participant to his Immediate Family Members (or to trusts or partnerships or
limited liability companies established for such family members), no Award shall
be assignable or transferable by the Participant, otherwise than by will or the
laws of descent and distribution or pursuant to a beneficiary designation, and
Options shall be exercisable, during the Participant's lifetime, only by the
Participant (or by the Participant's legal representatives in the event of the
Participant's incapacity). Each Participant may designate a beneficiary to
exercise any Option held by the Participant at the time of the Participant's
death or to be assigned any other Award outstanding at the time of the
Participant's death. If no beneficiary has been named by a deceased Participant,
any Award held by the Participant at the time of death shall be transferred as
provided in his will or by the laws of descent and distribution. Except in the
case of the holder's incapacity, an Option may only be exercised by the holder
thereof.

     16. No Right to Continuous Service. Nothing contained in the Plan or in any
Award under the Plan shall confer upon any Participant any right with respect to
the continuation of service with the Company or any of its Subsidiaries, or
interfere in any way with the right of the Company or its Subsidiaries to
terminate his or her Continuous Service at any time. Nothing contained in the
Plan shall confer upon any Participant or other person any claim or right to any
Award under the Plan.

     17. Governmental Compliance. Each Award under the Plan shall be subject to
the requirement that if at any time the Committee shall determine that the
listing, registration or qualification of any shares issuable or deliverable
thereunder upon any securities exchange or under any Federal or state law, or
the consent or approval of any governmental regulatory body, is necessary or
desirable as a condition thereof, or in connection therewith, no such grant or

                                       10




award may be exercised or shares issued or delivered unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Committee.

     18. Adjustments; Corporate Events.

          (a) In the event of any dividend or other distribution (whether in the
form of cash, Common Stock, other securities, or other property),
recapitalization, reclassification, stock split, reverse stock split,
reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, liquidation, dissolution, or sale, transfer, exchange or other
disposition of all or substantially all of the assets of the Company, or
exchange of Common Stock or other securities of the Company, issuance of
warrants or other rights to purchase Common Stock or other securities of the
Company, or other similar corporate transaction or event (an "Event"), and in
the Committee's opinion, such event affects the Common Stock such that an
adjustment is determined by the Committee to be appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan or with respect to an Award, then the Committee
shall, in such manner as it may deem equitable, including, without limitation,
adjust any or all of the following: (i) the number and kind of shares of Common
Stock (or other securities or property) with respect to which Awards may be
granted or awarded; (ii) the number and kind of shares of Common Stock (or other
securities or property) subject to outstanding Awards; and (iii) the grant or
exercise price with respect to any Award. The Committee determination under this
Section 18(a) shall be final, binding and conclusive.

          (b) Upon the occurrence of an Event in which outstanding Awards are
not to be assumed or otherwise continued following such an Event, the Committee
may, in its discretion, terminate any outstanding Award without a Participant's
consent and (i) provide for either the purchase of any such Award for an amount
of cash equal to the amount that could have been attained upon the exercise of
such Award or realization of the Participant's rights had such Award been
currently exercisable or payable or fully vested or the replacement of such
Award with other rights or property selected by the Committee in its sole
discretion and/or (ii) provide that such Award shall be exercisable (whether or
not vested) as to all shares covered thereby for at least thirty (30) days prior
to such Event.

          (c) The existence of the Plan, the Award Agreement and the Awards
granted hereunder shall not affect or restrict in any way the right or power of
the Company or the shareholders of the Company to make or authorize any
adjustment, recapitalization, reorganization or other change in the Company's
capital structure or its business, any merger or consolidation of the Company,
any issue of stock or of options, warrants or rights to purchase stock or of
bonds, debentures, preferred or prior preference stocks whose rights are
superior to or affect the Common Stock or the rights thereof or which are
convertible into or exchangeable for Common Stock, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.

     19. Award Agreement. Each Award under the Plan shall be evidenced by an
agreement setting forth the terms and conditions, as determined by the
Committee, which shall apply to such Award, in addition to the terms and
conditions specified in the Plan (each, an "Agreement").

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     20. Amendment. The Board may amend, suspend or terminate the Plan or any
portion thereof at any time, provided that (a) no amendment shall be made
without shareholder approval if such approval is necessary to comply with any
applicable law, regulation or stock exchange rule and (b) except as provided in
Section 18, no amendment shall be made that would adversely affect the rights of
a Participant under an Award theretofore granted, without such Participant's
written consent.

     21. General Provisions.

          (a) The Committee may require each Participant purchasing or acquiring
shares pursuant to an Award under the Plan to represent to and agree with the
Company in writing that such Participant is acquiring the shares for investment
and without a view to distribution thereof.

          (b) All certificates for Common Stock delivered under the Plan
pursuant to any Award shall be subject to such stock-transfer orders and other
restrictions as the Committee may deem advisable under the rules, regulations,
and other requirements of the Securities and Exchange Commission, any stock
exchange upon which the Common Stock is then listed, and any applicable Federal
or state securities law, and the Committee may cause a legend or legends to be
put on any such certificates to make appropriate reference to such restrictions.
If the Committee determines that the issuance of Common Stock hereunder is not
in compliance with, or subject to an exemption from, any applicable Federal or
state securities laws, such shares shall not be issued until such time as the
Committee determines that the issuance is permissible.

          (c) It is the intent of the Company that the Plan satisfy, and be
interpreted in a manner that satisfies, the applicable requirements of Rule
16b-3 as promulgated under Section 16 of the Exchange Act so that Participants
will be entitled to the benefit of Rule 16b-3, or any other rule promulgated
under Section 16 of the Exchange Act, and will not be subject to short-swing
liability under Section 16 of the Exchange Act. Accordingly, if the operation of
any provision of the Plan would conflict with the intent expressed in this
Section 21(c), such provision to the extent possible shall be interpreted and/or
deemed amended so as to avoid such conflict.

          (d) Except as otherwise provided by the Committee in the applicable
grant or Award agreement, a Participant shall have no rights as a shareholder
with respect to any shares of Common Stocks subject to an Award until a
certificate or certificates evidencing shares of Common Stock shall have been
issued to the Participant and, subject to Section 18, no adjustment shall be
made for dividends or distributions or other rights in respect of any share for
which the record date is prior to the date on which Participant shall become the
holder of record thereof.

          (e) The law of the State of Delaware shall apply to all Awards and
interpretations under the Plan regardless of the effect of such state's conflict
of laws principles.

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          (f) Where the context requires, words in any gender shall include any
other gender.

          (g) Headings of Sections are inserted for convenience and reference;
they do not constitute any part of this plan.

     22. Expiration of the Plan. Subject to earlier termination pursuant to
Section 20, the Plan shall have a term of 10 years from its Effective Date.

     23. Effective Date; Approval of Shareholders. The Plan is effective as of
the date it is approved by the Board (the "Effective Date") subject only to the
approval by the affirmative vote of the holders of a majority of the securities
of the Company present, or represented, and entitled to vote at a meeting of
stockholders duly held in accordance with the applicable laws of the State of
Delaware within twelve (12) months of the adoption of the Plan by the Board.

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