EXHIBIT 10.3

                              AUTOZONE, INC.
                           AMENDED AND RESTATED
                          1996 STOCK OPTION PLAN

     AutoZone, Inc., a corporation organized under the laws of the State of
Nevada,  by  resolution  of  the  Board  of  Directors  of the Company (the
"Board")  on October 21, 1996, and as approved by the stockholders  of  the
Company on December 12, 1996, adopted this AutoZone, Inc. 1996 Stock Option
Plan (the "Plan").

     The Board of Directors of the Company by resolution adopt this Amended
and Restated 1996 Stock Option Plan effective as of October 21, 1997.

     The purposes of this Plan are as follows:

  (1) To further  the  growth,  development  and  financial  success of the
Company by providing additional incentives to certain of its executive  and
other  key  employees who have been or will be given responsibility for the
management  or   administration  of  the  Company's  business  affairs,  by
assisting them to become owners of capital stock of the Company and thus to
benefit directly from its growth, development and financial success.

  (2) To enable the  Company  to obtain and retain the services of the type
of professional, technical and managerial employees considered essential to
the long-range success of the Company  by  providing  and  offering them an
opportunity to become owners of capital stock of the Company.

                                 ARTICLE I

                                Definitions

     Whenever  the following terms are used in this Plan, they  shall  have
the meaning specified  below  unless  the  context clearly indicates to the
contrary. The masculine pronoun shall include  the  feminine and neuter and
the singular shall include the plural, where the context so indicates.

Section 1.1--Affiliate

     "Affiliate" shall mean any Subsidiary and any limited  partnership  of
which the Company or any Subsidiary is the general partner.

Section 1.2--Award Limit

     "Award Limit" shall mean 500,000 shares of Common Stock.

Section 1.3--Board

     "Board" shall mean the Board of Directors of the Company.

Section 1.4--Code

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

Section 1.5--Committee

     "Committee" shall mean the Compensation Committee or another committee
of the Board, appointed as provided in Section 6.1.

Section 1.6--Common Stock

     "Common  Stock"  shall mean the common stock of the Company, par value
$.01 per share, and any equity security of the Company issued or authorized
to be issued in the future,  but  excluding  any  preferred  stock  and any
warrants, options or other rights to purchase Common Stock. Debt securities
of  the  Company  convertible  into  Common  Stock  shall  be deemed equity
securities of the Company.

Section 1.7--Company

     "Company" shall mean AutoZone, Inc. In addition, "Company"  shall mean
any  corporation  assuming,  or  issuing  new  employee  stock  options  in
substitution for, Incentive Stock Options, outstanding under the Plan, in a
transaction to which Section 424(a) of the Code applies.

Section 1.8--Corporate Transaction

     "Corporate  Transaction"  shall mean any of the following stockholder-
approved transactions to which the Company is a party:

  (a) a merger or consolidation  in  which the Company is not the surviving
entity,  except for a transaction the principal  purpose  of  which  is  to
change the  State  in  which  the  Company  is incorporated, form a holding
company or effect a similar reorganization as  to  form whereupon this Plan
and all Awards are assumed by the successor entity;

  (b)  the  sale,  transfer,  exchange  or  other  disposition  of  all  or
substantially all of the assets of the Company, in complete  liquidation or
dissolution  of the Company in a transaction not covered by the  exceptions
to clause (a), above; or

  (c) any reverse  merger  in which the Company is the surviving entity but
in which securities possessing  more  than fifty percent (50%) of the total
combined  voting  power  of  the  Company's   outstanding   securities  are
transferred or issued to a person or persons different from those  who held
such securities immediately prior to such merger.

Section 1.9--Director

     "Director" shall mean a member of the Board.

Section 1.10--Employee

     "Employee"  shall  mean  any  employee  (as defined in accordance with
Section 3401(c) of the Code) of the Employer,  whether  such employee is so
employed at the time this Plan is adopted or becomes so employed subsequent
to the adoption of this Plan.

Section 1.11--Employer

     "Employer"  shall mean the Company or an Affiliate, whichever  at  the
time employs the Employee.

Section 1.12--Exchange Act

     "Exchange Act"  shall  mean  the  Securities  Exchange Act of 1934, as
amended.

Section 1.13--Fair Market Value

     "Fair Market Value" of a share of Common Stock  as  of  a  given  date
shall  be (i) the closing price of a share of Common Stock on the principal
exchange  on  which  shares of Common Stock are then trading, if any (or as
reported on any composite index which includes such principal exchange), on
the trading day previous  to such date, or if shares were not traded on the
trading day previous to such date, then on the next preceding date on which
a trade occurred; or (ii) if  Common Stock is not traded on an exchange but
is quoted on NASDAQ or a successor  quotation  system, the mean between the
closing representative bid and asked prices for  the  Common  Stock  on the
trading  day  previous to such date as reported by NASDAQ or such successor
quotation system;  or  (iii)  if  Common Stock is not publicly traded on an
exchange and not quoted on NASDAQ or a successor quotation system, the Fair
Market Value of a share of Common Stock  as  established  by  the Committee
acting in good faith.

Section 1.14--Incentive Stock Option

     "Incentive  Stock  Option"  shall mean an Option that qualifies  under
Section 422 of the Code and which  is  designated  as  an  Incentive  Stock
Option by the Committee.

Section 1.15--Non-Qualified Option

     "Non-Qualified Option" shall mean an Option which is not designated as
an Incentive Stock Option and which is designated as a Non-Qualified Option
by the Committee.

Section 1.16--Officer

     "Officer"  shall  mean  an  officer of the Company, as defined in Rule
16a-1(f) under the Exchange Act, as such Rule may be amended in the future.

Section 1.17--Option

     "Option" shall mean a stock option  granted  under Article III of this
Plan. An Option granted under this Plan, as determined  by  the  Committee,
shall  either  be  an  Incentive  Stock  Option  or a Non-Qualified Option,
provided, however that options granted to Employees  of  an Affiliate which
is not a Subsidiary shall be Non-Qualified Options.

Section 1.18--Grantee

     "Grantee"  shall mean an Employee to whom an Option is  granted  under
this Plan.

Section 1.19--Plan

     "Plan" shall mean this 1996 Stock Option Plan of AutoZone, Inc.

Section 1.20--Rule 16b-3

     "Rule 16b-3"  shall  mean  that  certain Rule 16b-3 under the Exchange
Act, as such Rule may be amended from time to time.

Section 1.21--Secretary

     "Secretary" shall mean the Secretary of the Company.

Section 1.22--Securities Act

     "Securities Act" shall mean the Securities Act of 1933, as amended.

Section 1.23--Subsidiary

     "Subsidiary"  shall  mean any corporation  in  an  unbroken  chain  of
corporations beginning with  the  Company if each of the corporations other
than the last corporation in the unbroken  chain then owns stock possessing
50% or more of the total combined voting power  of  all classes of stock in
one of the other corporations in such chain.

Section 1.24--Termination of Employment

     "Termination  of Employment" shall mean the time  when  the  employee-
employer relationship between an Grantee and the Employer is terminated for
any reason, with or without cause, including, but not by way of limitation,
a  termination  by  resignation,   discharge,  death,  or  retirement,  but
excluding (i) terminations where there  is  a  simultaneous reemployment or
continuing employment of an Grantee by the Employer; (ii) at the discretion
of the Committee, terminations which result in a temporary severance of the
employee-employer  relationship;  and  (iii)  at  the   discretion  of  the
Committee,   terminations   which   are   followed   by   the  simultaneous
establishment of a consulting relationship by the Employer  with the former
Employee.  The  Committee, in its absolute discretion, shall determine  the
effect of all matters  and questions relating to Termination of Employment,
including,  but  not by way  of  limitation,  the  question  of  whether  a
Termination of Employment resulted from a discharge for good cause, and all
questions of whether  particular  leaves of absence constitute Terminations
of Employment; provided, however, that,  with  respect  to  Incentive Stock
Options,  a  leave  of  absence,  change in status from an employee  to  an
independent   contractor   or  other  change   in   the   employee-employer
relationship shall constitute  a  Termination  of Employment if, and to the
extent  that,  such  leave  of absence, change in status  or  other  change
interrupts employment for the purposes of Section 422(a)(2) of the Code and
the then applicable regulations  and  revenue  rulings  under said Section.
However, notwithstanding any provision of this Plan, the  Employer  has  an
absolute  and  unrestricted  right to terminate an Employee's employment at
any time for any reason whatsoever,  with  or  without cause, except to the
extent expressly provided otherwise in writing.

                                ARTICLE II

                          Shares Subject to Plan

Section 2.1--Shares Subject to Plan

     (a)  The  shares  of stock subject to Awards shall  be  Common  Stock,
initially  shares of the  Company's  common  stock,  $.01  par  value.  The
aggregate number  of  such  shares  which  may  be  issued upon exercise of
Options  under the Plan shall not exceed 6,000,000. The  shares  of  Common
Stock issuable  under  the Plan upon exercise of such Options may be either
previously authorized but unissued shares or treasury shares.

     (b) The maximum number  of  shares  which  may  be  subject to Options
granted  under  the Plan to any individual in any calendar year  shall  not
exceed the Award  Limit.  To  the  extent required by Section 162(m) of the
Code, the number of shares subject to  Options  which are canceled continue
to be counted against the Award Limit and if, after grant of an Option, the
price  of  shares  subject to such Option is reduced,  the  transaction  is
treated as a cancellation  of  the  Option  and a grant of a new Option and
both the Option deemed to be canceled and the  Option  deemed to be granted
are counted against the Award Limit.

Section 2.2--Add-back of Options

     If  any  Option  expires  or  is  canceled without having  been  fully
exercised or vested, the number of shares subject to such Option, but as to
which such Option was not exercised or vested  prior  to  its expiration or
cancellation, may again be awarded hereunder, subject to the limitations of
Section 2.1. Furthermore, any shares subject to Options which  are adjusted
pursuant  to  Section 7.8 and become exercisable with respect to shares  of
stock of another corporation, shall be considered canceled and may again be
awarded hereunder,  subject  to  the  limitations of Section 2.1. Shares of
Common Stock which are delivered by the  Grantee or withheld by the Company
upon the exercise or vesting of any Option,  in  payment  of  the  exercise
price  thereof,  may again be awarded hereunder, subject to the limitations
of Section 2.1. Notwithstanding  the  provisions  of  this  Section 2.2, no
shares of Common Stock may again be optioned if such action would  cause an
Incentive  Stock  Option  to  fail  to qualify as an incentive stock option
under Section 422 of the Code.


                                ARTICLE III

                            Granting of Options

Section 3.1--Eligibility

     Any  key  Employee  selected  by the  Committee  pursuant  to  Section
3.4(a)(i) shall be eligible to be granted  an  Option,  provided,  however,
that  an  Employee  of  an  Affiliate  which  is  not a Subsidiary shall be
eligible to be granted Non- Qualified Options only.

Section 3.2--Qualification of Incentive Stock Options

     No Incentive Stock Option shall be granted to any person who is not an
employee (as defined in accordance with Section 3401(c) of the Code) of the
Company or a Subsidiary.

Section 3.3--Disqualification for Stock Ownership

     No person may be granted an Incentive Stock Option  under this Plan if
such person, at the time the Incentive Stock Option is granted,  owns stock
representing more than ten percent (10%) of the total combined voting power
of  all classes of stock of the Company or any then existing Subsidiary  or
parent  corporation  unless  such  Incentive  Stock  Option conforms to the
applicable provisions of Section 422 of the Code.

Section 3.4--Granting of Options

     (a) The Committee shall from time to time, in its absolute discretion,
and subject to applicable limitations of this Plan:

  (i) Determine which Employees are key employees (including  Employees who
have previously received Options under this Plan, or any other  plan of the
Company) and in its opinion should be granted Options; and

  (ii)  Subject  to the Award Limit, determine the number of shares  to  be
subject to such Options granted to such selected Employees; and

  (iii) Determine whether such Options are to be Incentive Stock Options or
Non-Qualified  Options   and   whether  such  Options  are  to  qualify  as
performance-based compensation as  described in Section 162(m)(4)(C) of the
Code; and

  (iv) Determine the terms and conditions  of such Options, consistent with
the Plan; provided, however, that the terms  and conditions of such Options
intended  to  qualify  as performance-based compensation  as  described  in
Section 162(m)(4)(C) of the Code shall include, but not be limited to, such
terms and conditions as  may be necessary to meet the applicable provisions
of Section 162(m)(4)(C) of the Code.

     (b) Upon the selection  of  an  Employee  to be granted an Option, the
Committee shall instruct the Secretary to issue  such Option and may impose
such  conditions  on  the  grant  of such Option as it  deems  appropriate.
Without limiting the generality of  the  preceding  sentence, the Committee
may, in its discretion and on such terms as it deems  appropriate,  require
as  a  condition of the grant of an Option to an Employee that the Employee
surrender  for  cancellation  some  or all of the unexercised Options which
have  been  previously granted to him under  this  Plan  or  otherwise.  An
Option, the grant  of which is conditioned upon such surrender, may have an
exercise price lower (or higher) than the exercise price of the surrendered
Option, may cover the same (or a lesser or greater) number of shares as the
surrendered Option,  may  contain  such  other terms as the Committee deems
appropriate and shall be exercisable in accordance  with its terms, without
regard to the number of shares, price, exercise period or any other term or
condition of the surrendered Option. However, in no event  may  Options  to
purchase  more  than  300,000  shares of common stock be granted at a lower
price on a per share basis than the per share price of any Options required
to be surrendered.
     (c) Any Incentive Stock Option granted under this Plan may be modified
by the Committee to disqualify such  Option from treatment as an "incentive
stock option" under Section 422 of the Code.

Section 3.5--Consideration

     Except as the Committee may otherwise  determine,  in consideration of
the granting of an Option, the Grantee shall agree, in the  written  Option
agreement, to remain in the employ of the Company, or any Affiliate, for  a
period  of at least one year (or such shorter period as may be fixed in the
Option agreement  or  by  action  of  the  Committee following grant of the
Option) after the Option is granted. Nothing  in this Plan or in any Option
agreement hereunder shall confer upon any Grantee  any right to continue in
the employ of his respective Employer, or shall interfere  with or restrict
in  any  way  the  rights  of  each  respective Employer, which are  hereby
expressly reserved, to discharge any Grantee  at  any  time  for any reason
whatsoever, with or without cause.

                                ARTICLE IV

                             Terms of Options

Section 4.1--Option Agreement

     Each  Option  shall  be evidenced by a written Option agreement  which
shall be executed by the Grantee and authorized Officers of the Company and
which  shall contain such terms  and  conditions  as  the  Committee  shall
determine, consistent with the Plan. Option agreements evidencing Incentive
Stock Options  shall  contain such terms and conditions as may be necessary
to meet the applicable  provisions of Section 422 of the Code. Stock Option
agreements evidencing Options  intended  to  qualify  as  performance-based
compensation as described in Section 162(m)(4)(C) of the Code shall contain
such  terms  and  conditions  as  may  be  necessary to meet the applicable
provisions of Section 162(m) of the Code.

Section 4.2--Option Price

     (a) Subject to subsection 4.2(b), the price  per  share  of the shares
subject  to  each Option shall be set by the Committee; provided,  however,
that such price  shall  be  no  less than eighty- five percent (85%) of the
Fair Market Value of the underlying  shares  on  the date of grant; further
provided that (i) such price shall be no less than the par value of a share
of Common Stock, unless otherwise permitted by applicable  state  law, (ii)
in  the case of Incentive Stock Options and Options intended to qualify  as
performance-based  compensation as described in Section 162(m)(4)(C) of the
Code, such price shall  not be less than 100% of the Fair Market Value of a
share of Common Stock on  the  date the Option is granted; and (iii) in the
case  of Incentive Stock Options  granted  to  an  individual  then  owning
(within  the  meaning  of  Section 424(d) of the Code) more than 10% of the
total combined voting power  of  all classes of stock of the Company or any
Subsidiary or parent corporation thereof (within the meaning of Section 422
of the Code) such price shall not  be  less  than  110%  of the Fair Market
Value of a share of Common Stock on the date the Option is granted.

     (b)  Options to purchase no more than 300,000 shares of  common  stock
may be granted  at  a price lower than 100% of the Fair Market Value of the
underlying shares on the date of grant.

     (c) Except as provided  in  3.4(b),  the  price  of  an  Option,  once
established by the Committee as of the grant date, may not be lowered.

Section 4.3--Option Term

     The term of an Option shall be set by the Committee in its discretion;
provided,  however,  that, in the case of Incentive Stock Options, the term
shall not be more than  ten  (10)  years  from the date the Incentive Stock
Option is granted, or five (5) years from such  date if the Incentive Stock
Option  is  granted  to an individual then owning (within  the  meaning  of
Section 424(d) of the  Code)  more  than  10%  of the total combined voting
power of all classes of stock of the Company or  any  Subsidiary  or parent
corporation thereof (within the meaning of Section 422 of the Code). Except
as  limited by requirements of Section 422 of the Code and regulations  and
rulings thereunder applicable to Incentive Stock Options, the Committee may
extend   the  term  of  any  outstanding  Option  in  connection  with  any
Termination  of  Employment  of  the  Grantee,  or  amend any other term or
condition of such Option relating to such a termination.

Section 4.4--Option Vesting

     (a) Except as the Committee may otherwise provide,  no  Option  may be
exercised  in  whole or in part during the first year after such Option  is
granted unless the  Option is being granted in modification or substitution
of a previously granted  Option, in which case the one year period shall be
measured from the date of the grant of the previously granted Option.

     (b) Subject to the provisions  of  Sections  4.4(a)  and  4.4(d),  the
period  during  which  the  right to exercise an Option in whole or in part
vests in the Grantee shall be  set  by  the Committee and the Committee may
determine that an Option may not be exercised  in  whole  or  in part for a
specified period after it is granted. At any time after grant of an Option,
the  Committee  may,  in  its  sole and absolute discretion and subject  to
whatever terms and conditions it  selects,  accelerate  the  period  during
which an Option vests.

     (c)  No portion of an Option which is unexercisable at Termination  of
Employment  shall thereafter become exercisable, except as may be otherwise
provided by the  Committee  either  in the Option agreement or by action of
the Committee following the grant of the Option.

     (d) To the extent that the aggregate  Fair  Market Value of stock with
respect to which "incentive stock options" (within  the  meaning of Section
422  of  the  Code, but without regard to Section 422(d) of the  Code)  are
exercisable for the first time by a Grantee during any calendar year (under
the Plan and all  other incentive stock option plans of the Company and any
Subsidiary) exceeds  $100,000,  such  Options  shall  be  treated  as  Non-
Qualified  Options  to  the extent required by Section 422 of the Code. The
rule set forth in the preceding sentence shall be applied by taking Options
into account in the order  in which they were granted. For purposes of this
Section 4.4(d), the Fair Market  Value  of  stock shall be determined as of
the time the Option with respect to such stock is granted.

                                 ARTICLE V

                            Exercise of Options

Section 5.1--Partial Exercise

     An exercisable Option may be exercised in  whole  or in part. However,
an  Option shall not be exercisable with respect to fractional  shares  and
the Committee  may  require  that,  by  the  terms of the Option, a partial
exercise be with respect to a minimum number of shares.

Section 5.2--Manner of Exercise

     All or a portion of an exercisable Option  shall  be  deemed exercised
upon delivery to the Secretary of the Company or his designee:

  (a)  A written notice complying with the applicable rules established  by
the Committee  stating that the Option, or a portion thereof, is exercised.
The notice shall  be signed by the Grantee or other person then entitled to
exercise the Option or such portion;

  (b) Such representations  and documents as the Committee, in its absolute
discretion, deems necessary or  advisable  to  effect  compliance  with all
applicable  provisions  of  the  Securities  Act,  the  Code, and any other
federal or state laws or regulations. The Committee may,  in  its  absolute
discretion,  also take whatever additional actions it deems appropriate  to
effect such compliance  including,  without  limitation, placing legends on
share  certificates  and  issuing  stop-transfer  notices   to  agents  and
registrars;

  (c)  In  the  event  that the Option or portion thereof shall be  by  any
person or persons other than the Grantee, appropriate proof of the right of
such person or persons to exercise the Option or portion thereof; and

     (d) Full cash payment  to  the  Company  of the exercise price and any
applicable  taxes  for  the shares with respect to  which  the  Option,  or
portion thereof, is exercised  or through the delivery of a notice that the
Grantee has placed a market sell  order  with  a  broker  approved  by  the
Company  with respect to shares of Common Stock then issuable upon exercise
of the Option,  and  that  the broker has been directed to pay a sufficient
portion of the net proceeds  of  the sale to the Company in satisfaction of
the Option exercise price and any  applicable taxes. However, the Committee
may, in its discretion, allow payment, in whole or in part, through (i) the
delivery of shares of Common Stock owned  by the Grantee, duly endorsed for
transfer to the Company with a Fair Market  Value  on  the date of delivery
equal  to  the aggregate exercise price of the Option or exercised  portion
thereof; (ii) allow payment, in whole or in part, through the delivery of a
full recourse  promissory  note bearing interest (at no less than such rate
as shall then preclude the imputation  of  interest  under  the  Code)  and
payable upon such terms as may be prescribed by the Committee or the Board;
or  (iii)  allow  payment  through any combination of the foregoing. In the
case of a promissory note, the  Committee  may  also  prescribe the form of
such note and the security to be given for such note. The Option may not be
exercised, however, by delivery of a promissory note or  by a loan from the
Company when or where such loan or other extension of credit  is prohibited
by law.

Section 5.3--Rights as Stockholders

     Grantees  shall  not be, nor have any of the rights or privileges  of,
stockholders of the Company  in  respect of any shares purchasable upon the
exercise  of  any  part  of  an  Option   unless   and  until  certificates
representing such shares have been issued by the Company to such Grantees.

Section 5.4--Transfer Restrictions

     The   Committee,   in  its  absolute  discretion,  may   impose   such
restrictions on the transferability  of  the  shares  purchasable  upon the
exercise of an Option as it deems appropriate. Any such restrictions  shall
be  set forth in the respective Option agreement and may be referred to  on
the certificates evidencing such shares. Without limiting the generality of
the foregoing,  the  Committee may require the Employee to give the Company
prompt notice of any disposition of shares of stock acquired by exercise of
an Incentive Stock Option  within  two years from the date of granting such
Option or one year after the transfer  of such shares to such Employee. The
Committee may direct that the certificates  evidencing  shares  acquired by
exercise  of  an Option refer to such requirement to give prompt notice  of
disposition.

                                ARTICLE VI

                              Administration

Section 6.1--Compensation Committee

     The Committee shall consist solely of two or more Directors, appointed
by and holding  office at the pleasure of the Board, each of whom is both a
"non- employee director" as defined by Rule 16b-3 and an "outside director"
for purposes of Section  162(m)  of  the  Code.  Appointment  of  Committee
members  shall  be  effective  upon  acceptance  of  appointment. Committee
members may resign at any time by delivering written notice  to  the Board.
Vacancies in the Committee shall be filled by the Board.

Section 6.2--Duties and Powers of the Committee

     It  shall  be  the  duty  of  the  Committee  to  conduct  the general
administration of the Plan in accordance with its provisions. The Committee
shall  have the power to interpret the Plan and the agreements pursuant  to
which Options  are  granted and to adopt such rules for the administration,
interpretation and application  of  the Plan as are consistent herewith and
to interpret, amend or revoke any such  rules. Any such interpretations and
rules  in  regard  to  Incentive Stock Options  shall  be  consistent  with
provisions of Section 422  of  the Code. Any grant under this Plan need not
be the same with respect to each  Grantee.  In its absolute discretion, the
Board may at any time and from time to time exercise any and all rights and
duties  of the Committee under this Plan except  with  respect  to  matters
which under Rule 16b-3 or Section 162(m) of the Code, or any regulations or
rules issued  thereunder,  are  required  to  be  determined  in  the  sole
discretion of the Committee.

Section 6.3--Majority Rule; Unanimous Written Consent

     The Committee shall act by a majority of its members in attendance  at
a  meeting at which a quorum is present or by a memorandum or other written
instrument signed by all members of the Committee.

Section 6.4--Professional Assistance; Good Faith Actions

     All  expenses  and liabilities which members of the Committee incur in
connection with the administration  of  this  Plan  shall  be  borne by the
Company.  The  Committee  may  employ  attorneys, consultants, accountants,
appraisers, brokers or other persons. The  Committee,  the  Company and its
Officers and Directors shall be entitled to rely upon the advice,  opinions
or   valuations   of   any   such   persons.  All  actions  taken  and  all
interpretations and determinations made  by  the Committee or Board in good
faith shall be final and binding upon all Grantees,  the  Company  and  all
other interested persons. No members of the Committee or the Board shall be
personally  liable  for any action, determination or interpretation made in
good faith with respect  to  the Plan or the Awards, and all members of the
Committee and the Board shall  be fully protected by the Company in respect
to any such action, determination or interpretation.

                                ARTICLE VII

                             Other Provisions

Section 7.1--Options Not Transferable

     Options may not be sold, pledged,  assigned,  or  transferred  in  any
manner  other  than by will or the laws of descent and distribution, unless
and until such Options  have been exercised, and the shares underlying such
Options have been issued,  and  all  restrictions applicable to such shares
have lapsed. No Option or interest or  right  therein or part thereof shall
be liable for the debts, contracts or engagements  of  the  Grantee  or his
successors  in  interest  or  shall  be subject to disposition by transfer,
alienation,  anticipation, pledge, encumbrance,  assignment  or  any  other
means whether  such disposition be voluntary or involuntary or by operation
of law by judgment,  levy,  attachment,  garnishment  or any other legal or
equitable proceedings (including bankruptcy), and any attempted disposition
thereof  shall  be  null  and  void  and of no effect except  as  otherwise
permitted in this Section 7.1.

Section 7.2--Eligibility to Exercise

     Only a Grantee may exercise an Option  granted  under  the Plan during
the  Grantee's  lifetime.  After  the death of the Grantee, any exercisable
portion of an Option may, prior to  the  time  when  such  portion  becomes
unexercisable  under  the  Plan or the applicable Option agreement or other
agreement, be exercised by the Grantee's personal representative, or by any
person empowered to do so under  the  deceased  Grantee's will or under the
then applicable laws of descent and distribution.

Section 7.3--Conditions to Issuance of Stock Certificates

     The Company shall not be required to issue or  deliver any certificate
or  certificates  for shares of stock purchased upon the  exercise  of  any
Option prior to fulfillment of all of the following conditions:

  (a) The admission  of  such  shares  to listing on all stock exchanges on
which such class of stock is then listed;

  (b) The completion of any registration  or  other  qualification  of such
shares  under  any state or federal law or under the rulings or regulations
of  the Securities  and  Exchange  Commission  or  any  other  governmental
regulatory  body,  which  the  Committee shall, in its absolute discretion,
deem necessary or advisable;

  (c) The obtaining of any approval  or  other  clearance from any state or
federal  governmental  agency which the Committee shall,  in  its  absolute
discretion, determine to be necessary or advisable;

  (d) The lapse of such reasonable period of time following the exercise of
the Option as the Committee  may establish from time to time for reasons of
administrative convenience; and

  (e) The receipt by the Company of full payment for such shares, including
payment of any applicable withholding tax.


Section 7.4--Amendment, Suspension or Termination of the Plan

     Except as otherwise provided  in  this  Section  7.4,  the Plan may be
wholly or partially amended or otherwise modified, suspended  or terminated
at any time or from time to time by the Board or the Committee. However, to
the extent required by Sections 422 or 162(m) of the Code, without approval
of  the Company's stockholders given within 12 months before or  after  the
action  by  the Committee or Board, no action of the Committee or Board may
increase any  limit  imposed in Section 2.1 on the maximum number of shares
which may be issued under  the  Plan,  modify  the  Award Limit, materially
modify  the eligibility requirements of Section 3.1, or  extend  the  limit
imposed in  this  Section  7.4  on  the  period during which Options may be
granted  or  amend  or  modify the Plan in a manner  requiring  stockholder
approval under Sections 422  or  162(m)  of  the Code, and no action of the
Committee  or Board may be taken that would otherwise  require  stockholder
approval as  a  matter  of  applicable law, regulation or rule. Neither the
amendment,  suspension nor termination  of  the  Plan  shall,  without  the
consent of the  holder  of  the  Option,  alter  or  impair  any  rights or
obligations   under  any  Option  theretofore  granted  unless  the  Option
agreement itself expressly so provides. No Option may be granted during any
period of suspension nor after termination of the Plan, and in no event any
Option be granted  under  this  Plan  on  or  after  October  21,  2006. No
amendment,  suspension  or  termination  of  this  Plan  shall, without the
consent of the Grantees alter or impair any rights or obligations under any
Option   theretofore  granted  or  awarded,  unless  the  Option  agreement
otherwise expressly so provides.

Section 7.5--Approval of Plan by Stockholders

     The Company shall take such actions with respect to the Plan as may be
necessary  to  satisfy  the  requirements of Sections 162(m) and 422 of the
Code.  This  Plan will be submitted  for  the  approval  of  the  Company's
stockholders within  twelve  months  after  the date of the Board's initial
adoption of this Plan. Options may not be granted  under  the Plan prior to
such stockholder approval.

Section 7.6--Effect of Plan Upon Other Compensation Plans

     The  adoption of this Plan shall not affect any other compensation  or
incentive plans  in effect for the Employers. Nothing in this Plan shall be
construed to limit  the  right  of the Employers (a) to establish any other
forms of incentives or compensation  for  employees of the Employers or (b)
to grant or assume options otherwise than under  this  Plan  in  connection
with any proper corporate purpose, including, but not by way of limitation,
the  grant  or assumption of options in connection with the acquisition  by
purchase, lease, merger, consolidation or otherwise, of the business, stock
or assets of any corporation, firm or association.

Section 7.7--Conformity to Securities Laws

     The Plan  is  intended  to  conform  to  the extent necessary with all
provisions of the Securities Act, the Exchange  Act,  the Code, and any and
all  regulations  and  rules  promulgated  by the Securities  and  Exchange
Commission  and  the  Internal  Revenue Service.  Notwithstanding  anything
herein to the contrary, the Plan  shall  be administered, and Options shall
be granted and may be exercised, only in such  a  manner  as  to conform to
such  laws,  rules  and  regulations. To the extent permitted by applicable
law, the Plan and Options  granted hereunder shall be deemed amended to the
extent necessary to conform to such laws, rules and regulations.

Section 7.8--Changes in Common  Stock or Assets of the Company, Acquisition
or
      Liquidation of the Company and Other Corporate Events

     (a) Subject to Section 7.8(d),  in event that the Committee determines
that 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 (including,  but not limited
to,  a  Corporate  Transaction),  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,  in  the  Committee's sole discretion, 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
intended  to be made available under the Plan or with respect to an Option,
then the Committee  shall,  in such manner as it may deem equitable, adjust
any or all of

  (i) the number and kind of shares of Common Stock (or other securities or
property) with respect to which  Options  may  be  granted  under the Plan,
(including, but not limited to, adjustments of the limitations  in  Section
2.1  on  the  maximum  number  and  kind  of shares which may be issued and
adjustments of the Award Limit),

  (ii) the number and kind of shares of Common  Stock  (or other securities
or property) subject to outstanding Options, and

  (iii) the grant or exercise price with respect to any Option.

     (b)  Subject  to  Section  7.8(d),  in  the  event  of  any  Corporate
Transaction  or other transaction or event described in Section  7.8(a)  or
any unusual or  nonrecurring  transactions or events affecting the Company,
any affiliate of the Company, or the financial statements of the Company or
any affiliate, or of changes in applicable laws, regulations, or accounting
principles, the Committee in its  discretion  is  hereby authorized to take
any one or more of the following actions whenever the  Committee determines
that such action is 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 any Option under this Plan, to facilitate such
transactions  or  events,  or  to  give  effect  to  such  changes in laws,
regulations or principles:

  (i) In its sole and absolute discretion, and on such terms and conditions
as it deems appropriate, the Committee may provide, either by  the terms of
the  Option  agreement or by action taken prior to the occurrence  of  such
transaction or  event  and  either  automatically  or  upon  the  Grantee's
request,  for either the purchase of any such Option for an amount of  cash
equal to the amount that could have been attained upon the exercise of such
option, or  award  or  realization  of the Grantee's rights had such Option
been currently exercisable or payable or fully vested or the replacement of
such Option with other rights or property  selected by the Committee in its
sole discretion;

  (ii)  In its sole and absolute discretion,  the  Committee  may  provide,
either by  the  terms  of  such  Option  or  by  action  taken prior to the
occurrence of such transaction or event that it cannot be  exercised  after
such event;

  (iii)  In  its  sole  and  absolute  discretion,  and  on  such terms and
conditions  as it deems appropriate, the Committee may provide,  either  by
the terms of such Option or by action taken prior to the occurrence of such
transaction or  event,  that  for  a specified period of time prior to such
transaction or event, such option shall  be  exercisable  as  to all shares
covered  thereby,  notwithstanding anything to the contrary in (i)  Section
4.4 or (ii) the provisions of such Option;

  (iv)  In  its  sole and  absolute  discretion,  and  on  such  terms  and
conditions as it deems  appropriate,  the  Committee may provide, either by
the  terms  of  such  Option  agreement or by action  taken  prior  to  the
occurrence of such transaction  or event, that upon such event, such Option
be  assumed  by  the successor or survivor  corporation,  or  a  parent  or
subsidiary thereof,  or shall be substituted for by similar options, rights
or awards covering the stock of the successor or survivor corporation, or a
parent or subsidiary thereof, with appropriate adjustments as to the number
and kind of shares and prices; or

  (v) In its sole and absolute discretion, and on such terms and conditions
as it deems appropriate,  the  Committee may make adjustments in the number
and  type  of shares of Common Stock  (or  other  securities  or  property)
subject to outstanding  Options  and/or  in  the  terms  and  conditions of
(including  the  grant  or  exercise price), and the criteria included  in,
outstanding Options that may be granted in the future.

     (c) Subject to Section 7.8(d)  and  7.12,  the  Committee  may, in its
discretion,  include such further provisions and limitations in any  Option
agreement or stock  certificate,  as  it may deem equitable and in the best
interests of the Company.

     (d) With respect to Options intended  to  qualify as performance-based
compensation under Section 162(m), no adjustment  or  action  described  in
this  Section 7.8 or in any other provision of the Plan shall be authorized
to the  extent  that  such  adjustment  or  action  would cause the Plan to
violate Section 422(b)(1) of the Code or would cause such Option to fail to
so  qualify  under  Section 162(m), as the case may be,  or  any  successor
provisions thereto. Furthermore,  no  such  adjustment  or  action shall be
authorized to the extent such adjustment or action would result  in  short-
swing profits liability under Section 16 of the Exchange Act or violate the
exemptive conditions of Rule 16b-3 unless the Committee determines that the
Option is not to comply with such exemptive conditions.

     (e)  The  number of shares of Common Stock subject to any Option shall
always be rounded to the nearest whole number.

Section 7.9--Tax Withholding

     The Company  shall be entitled to require payment in cash or deduction
from other compensation  payable  to  each  Grantee of any sums required by
federal,  state  or  local  tax laws to be withheld  with  respect  to  the
issuance, vesting or exercise  of  any  Option.  The  Committee  may in its
discretion  and  in  satisfaction  of the foregoing requirement allow  such
Grantee  to  elect to have the Company  withhold  shares  of  Common  Stock
otherwise issuable  under  such  Option  (or  allow the return of shares of
Common Stock) having a Fair Market Value equal  to  the sums required to be
withheld.

Section 7.10--Loans

     The  Committee may, in its discretion, extend one  or  more  loans  to
Employees in  connection  with the exercise of an Option granted under this
Plan. The terms and conditions  of  any  such  loan  shall  be  set  by the
Committee.

Section 7.11--Forfeiture Provisions

     Pursuant   to  its  general  authority  to  determine  the  terms  and
conditions applicable  to  awards  under the Plan, the Committee shall have
the  right  (to  the  extent  consistent   with  the  applicable  exemptive
conditions of Rule 16b-3) to provide, in the  terms of an Option made under
the  Plan,  or  to  require  the  recipient to agree  by  separate  written
instrument, that (i) any proceeds, gains or other economic benefit actually
or constructively received by the recipient upon any receipt or exercise of
the Option, or upon the receipt or  resale  of  any Common Stock underlying
such  Option,  must  be  paid  to the Company, and (ii)  the  Option  shall
terminate  and any unexercised portion  of  such  Option  (whether  or  not
vested) shall be forfeited, if (a) a Termination of Employment occurs prior
to a specified date, or within a specified time period following receipt or
exercise of  the  Option,  or  (b)  the  recipient at any time, or during a
specified  time period, engages in any activity  in  competition  with  the
Company, or  which  is adverse, contrary or harmful to the interests of the
Company, as further defined by the Committee.

Section 7.12--Limitations Applicable to Section 16 Persons and Performance-
Based Compensation

     Notwithstanding  any  other provision of this Plan, this Plan, and any
Option granted to any individual  who  is then subject to Section 16, shall
be  subject  to any additional limitations  set  forth  in  any  applicable
exemptive rule  under  Section  16  of  the  Exchange  Act  (including  any
amendment  to Rule 16b-3) that are requirements for the application of such
exemptive rule.  To  the  extent  permitted by applicable law, the Plan and
Options granted hereunder shall be  deemed  amended to the extent necessary
to conform to such applicable exemptive rule.  Furthermore, notwithstanding
any  other  provision  of  this  Plan, any Option intended  to  qualify  as
performance-based compensation as  described in Section 162(m)(4)(C) of the
Code shall be subject to any additional  limitations  set  forth in Section
162(m) of the Code (including any amendment to Section 162(m)  of the Code)
or  any regulations or rulings issued thereunder that are requirements  for
qualification  as  performance-based  compensation  as described in Section
162(m)(4)(C)  of  the Code, and this Plan shall be deemed  amended  to  the
extent necessary to conform to such requirements.


Section 7.13--Compliance with Laws

     This Plan, the granting and vesting of Options under this Plan and the
issuance and delivery  of  shares  of Common Stock and the payment of money
under  this  Plan  or  under  Options  granted  hereunder  are  subject  to
compliance  with  all  applicable  federal  and   state   laws,  rules  and
regulations (including but not limited to state and federal  securities law
and  federal  margin  requirements)  and to such approvals by any  listing,
regulatory or governmental authority as  may, in the opinion of counsel for
the  Company,  be  necessary  or  advisable in  connection  therewith.  Any
securities delivered under this Plan  shall be subject to such restriction,
and  the  person  acquiring such securities  shall,  if  requested  by  the
Company, provide such  assurances and representations to the Company as the
Company may deem necessary  or  desirable  to  assure  compliance  with all
applicable  legal requirements. To the extent permitted by applicable  law,
the Plan, Options  granted  or awarded hereunder shall be deemed amended to
the extent necessary to conform to such laws, rules or regulations.

Section 7.14--Titles

     Titles are provided herein  for  convenience only and are not to serve
as a basis for interpretation or construction of this Plan.

Section 7.15--Governing Law

     This  Plan  and  any  agreements  hereunder   shall  be  administered,
interpreted and enforced under the internal laws of  the  State  of  Nevada
without regard to the conflicts of laws rules thereof.