<PAGE>

Securities and Exchange Commission
450 Fifth Street
Washington, D.C.


Dear Sir:

The Registration Fee in the amount of $417.00 was wired
to the SEC account at Mellon Bank.  The federal reference
number to confirm the receipt of funds is 3421.  Please
call if you have any questions or problems.  

Very truly yours,

/s/ Marta L. Michel
Marta L. Michel
(212) 835-6167

<PAGE>


         As filed with the Securities and Exchange Commission on
                        September 10, 1997
===================================================================

                                     Registration No: 333-_________
===================================================================
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                          _______________


                             FORM S-8

                      REGISTRATION STATEMENT
                               Under
                    THE SECURITIES ACT OF 1933
                          _______________


                       Halstead Energy Corp.
      (Exact Name of Registrant as Specified in its Charter)
                          _______________


         Nevada                                    87-0446395
    (State or Other                             (I.R.S. Employer
    Jurisdiction of                           Identification No.)
    Incorporation or
     Organization)
                          _______________

                       Halstead Energy Corp.
                         33 Hubbells Drive
                     Mt. Kisco, New York 10549
             (Address of Principal Executive Offices)
                          _______________


 Halstead Energy Corp. Amended and Restated 1996 Stock Option Plan
                     (Full Title of the Plan)
                          _______________


                         Claire E. Tarricone
                              President
                        Halstead Energy Corp.
                          33 Hubbells Drive
                      Mt. Kisco, New York 10549
                            (914) 666-3200
     (Name, Address, Including Zip Code, and Telephone Number,
            Including Area Code, of Agents for Service)
                          _______________


                     CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------
                                Proposed    Proposed
    Title of       Amount to     Maximum     Maximum     Amount of
   Securities         be        Offering    Aggregate   Registration
to be Registered  Registered      Price     Offering      Fee(2)
                      (1)          Per       Price(2)
                                Share(2)
- ---------------------------------------------------------------------
- ---------------------------------------------------------------------
  Common Stock     1,100,000      $1.25     $1,375,000     $.417
- ---------------------------------------------------------------------

(1)  Represents  shares of Common  Stock  issuable  to the  Boulder
    Financial  Group (the  "Consultant")  pursuant  to the terms of
    the   Consulting  and  Warrant   Compensation   Agreement  (the
    "Consulting  Agreement")  by and  between  the  Company and the
    Consultant,  which issuance is to occur on or after the time of
    filing and  effectiveness  of this  Registration  Statement  on
    Form S-8 and includes the shares of common stock  issuable upon
    exercise  of  the   above-referenced   options.   In  addition,
    pursuant  to Rule  416(c),  this  Registration  Statement  also
    covers an  indeterminate  amount  of  interests  as may  become
    issuable  pursuant to the  provisions  of the  Halstead  Energy
    Corp.  Amended and Restated  1996 Stock  Option Plan  described
    herein.

(2) Pursuant to Rule 457(c),  the proposed  maximum  offering price
    per  share,  proposed  maximum  aggregate  offering  price  and
    amount of registration  fee are based upon the basis of the bid
    and asked price within a five  business  days prior to the date
    of the filing.

 
===================================================================

<PAGE>





                               PART I

        INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.    Plan Information

      In addition to the  securities  offered  pursuant to the
Halstead  Energy  Corp.,   Amended  and  Restated  1996  Stock
Option Plan (the "Plan"),  which general plan  information  is
not  required  to be filed with the  Securities  and  Exchange
Commission  (the  "Commission")  this  Registration  Statement
(the  "Registration  Statement")  relates to the  issuance  of
common stock  purchase  warrants (the  "Warrants")  and shares
of common  stock,  par value  $.001  per  share  (the  "Common
Stock") of Halstead  Energy Corp.  (the  "Company") to Boulder
Financial Group (the  "Consultant)  pursuant to the terms of a
Consulting  and  Warrant  Compensation  Agreement,  dated July
30, 1997, by and between the Company and the  Consultant  (the
"Consulting   Agreement").   Pursuant  to  the  terms  of  the
Consulting  Agreement,  the Company has agreed to issue to the
Consultant:   (a)  the  Options,   which  are  exercisable  to
purchase,  an aggregate  of 400,000  shares of Common Stock at
an  exercise  price  equal to $.41 per  share;  and (b) 50,000
shares  of  Common  Stock  in  exchange  for the  Consultant's
providing  certain  marketing and  consulting  services to the
Company.  Pursuant to the terms of the  Consulting  Agreement,
the  initial  term  of  the  Consulting  Agreement  is  twelve
months, subject to termination by the Company for cause.

      The foregoing  information relating to the provisions of
the  Consulting  Agreement  is  intended  to provide a summary
thereof and does not purport to be a complete  description  of
the  Consulting  Agreement.  Such  summary  should  be read in
conjunction  with  the  Consulting  Agreement  which  has been
filed as  Exhibit  10  hereto  and is  incorporated  herein by
reference in its entirety.

Item  2.  Registrant  Information  and  Employee  Plan  Annual
Information.

      The  Consultant  has been  provided  with  copies of the
documents  incorporated  herein by  reference in Part II: Item
3 hereof and has been  advised by the Company in writing  that
such  documents   will  continue  to  be  available,   without
charge,  to  the  Consultant  upon  the  Consultant's  written
request to the Company at its  offices at 33  Hubbells  Drive,
Mt. Kisco, New York 10549 (Phone: 914-666-3200).

<PAGE>


                              PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

      The following  documents  have been filed by the Company
with  the   Commission   and  are   incorporated   herein   by
reference:

      (a)  Annual Report on Form 10-KSB dated August 31, 1996;

      (b)  Quarterly  Reports on Form 10-QSB for the  quarters
ended November 30, 1996, February 28 and May 31, 1997; and

      (c)  the  description  of  the  Company's  Common  Stock
contained  in its  Registration  Statement  on Form SB-2 dated
November  17,  1993,  and  including  any  amendment or report
heretofore  or  hereafter  filed for the  purpose of  updating
the  description  of  the  Company's  Common  Stock  contained
therein.

      All documents filed by the Company  pursuant to Sections
13(a),  13(c),  14 or 15(d) of the Securities  Exchange Act of
1934  (the  "Exchange  Act")  subsequent  to the  date of this
registration   statement   and  prior  to  the   filing  of  a
post-effective  amendment  which indicates that all securities
offered  have been sold or which  deregisters  all  securities
remaining  unsold  shall  be  deemed  to  be  incorporated  by
reference    into    this    registration    statement    (the
"Registration  Statement")  and to be a part  hereof  from the
date of  filing of such  documents.  Any  statement  contained
in a document  incorporated  or deemed to be  incorporated  by
reference   herein   shall  be  deemed  to  be   modified   or
superseded  for  purposes of this  Registration  Statement  to
the extent that a statement  contained  herein or in any other
subsequently  filed  document which also is or is deemed to be
incorporated  by reference  herein modifies or supersedes such
statement.  The  documents  required  to  be  so  modified  or
superseded  shall  not be  deemed,  except as so  modified  or
superseded,   to  constitute  a  part  of  this   Registration
Statement.

Item 4.    Description of Securities.

      Not required.

Item 5.    Interests of Named Experts and Counsel.

      No expert or counsel  was hired on a  contingent  basis,
will  receive any direct or indirect  interest in the Company,
or was a  promoter,  underwriter,  voting  trustee,  director,
officer or employee of the Company.

<PAGE>


Item 6.    Indemnification of Directors and Officers.

      Under the Nevada General  Corporation  Law the ("NGCL"),
as amended,  the Company  may  indemnify a director,  officer,
employee  or agent of the  Company who was or is a party or is
threatened  to  be  made  a  party  to  an  action,   suit  or
proceeding,  whether  civil,  criminal  or  administrative  or
investigative,  except  an  action  by or in the  right of the
Company, against expenses,  judgments,  fines and amounts paid
in  settlement  of  claims  brought  against  the  party if he
acted  lawfully,  in good  faith  and in  what  he  reasonably
believed to be in the best  interests of the  Company.  If the
director,  officer,  employee  or  agent  of  the  Company  is
successful  on the  merits  or  otherwise  in  defense  of any
action,  proceeding  or in  defense  of any  claim,  issue  or
matter  therein,  the  Company is required  to  indemnify  the
party against expenses actually and reasonably incurred.

      Under  the  NGCL,  the  Company  may  also  indemnify  a
director,  officer,  employee  or agent of the Company who was
or is a  party  or is  threatened  to be  made a  party  to an
action  or suit by or in the  right  of the  Company,  against
expenses,  judgments,  fines and amounts paid in settlement of
claims  brought  against  the party if he acted in good  faith
and  in  what  he  reasonably  believed  to  be  in  the  best
interests of the Company. If the director,  officer,  employee
or  agent  of the  Company  is  successful  on the  merits  or
otherwise in defense of any action,  proceeding  or in defense
of  any  claim,  issue  or  matter  therein,  the  Company  is
required to  indemnify  the party  against  expenses  actually
and reasonably incurred.

Item 7.    Exemption From Registration Claimed.

      Not applicable.

Item 8.    Exhibits.

      Exhibit
      Number    Description

      4         Halstead  Energy  Corp.  Amended and  Restated
                1996 Stock Option Plan

      5         Opinion of Dennis  Brovarone,  Attorney at Law
                (contains Consent of Counsel).

      10        Consulting and Warrant Compensation Agreement.

      23.1      Consent of Dennis  Brovarone,  Attorney at Law
                contained in Exhibit 5).

      23.2      Consent of Goldman & Murphy, L.L.P.



Item 9.    Undertakings.

(a)   The undersigned registrant hereby undertakes to:

<PAGE>


           (1)  file,  during any period in which  offers
      or  sales  are   being   made,   a   post-effective
      amendment to this registration statement to:

                (i)  include      any     prospectus
           required    by   section    10(a)(3)   of
           Securities  Act of 1933,  as amended (the
           "Securities Act");

                (ii)  reflect  in the prospectus any
           facts  or   events   arising   after  the
           effective   date  of  this   registration
           statement    (or    the    most    recent
           post-effective  amendment thereof) which,
           individually   or   in   the   aggregate,
           represent  a  fundamental  change  in the
           information    set    forth    in    this
           registration  statement.  Notwithstanding
           the  foregoing,  any increase or decrease
           in volume of  securities  offered (if the
           total dollar value of securities  offered
           would   not   exceed   that   which   was
           registered)  and any  deviation  from the
           high or low end of the estimated  maximum
           offering  range may be  reflected  in the
           form  of   prospectus   filed   with  the
           Commission  pursuant  to Rule  424(b) if,
           in the  aggregate,  the changes in volume
           and  price  represent  no  more  than  20
           percent  change in the maximum  aggregate
           offering   price   set   forth   in   the
           "Calculation of  Registration  Fee" table
           in the effective Registration  Statement;
           and

                (iii)  include   any  additional  or
           changed material  information on the plan
           of distribution not previously  disclosed
           in  the  registration  statement  or  any
           material  change to such  information  in
           the registration statement.

      PROVIDED  HOWEVER,  that paragraphs  (a)(1)(i)
      and   (a)(1)(ii)   do   not   apply   if   the
      information  required  to  be  included  in  a
      post-effective  amendment by those  paragraphs
      is  contained  in  periodic  reports  filed by
      the Company  pursuant to Section 13 or Section
      15(d)  of the  Exchange  Act of 1934  that are
      incorporated by reference in the  Registration
      Statement.

           (2)  for  the  purpose  of   determining   any
      liability  under the  Securities  Act,  treat  each
      such    post-effective    amendment    as   a   new
      registration  statement of the securities  offered,
      and the offering of the  securities at that time to
      be the initial bona fide offering.

           (3)  file  a   post-effective   amendment   to
      remove  from  registration  any of  the  securities
      that  remain  unsold  at  the  termination  of  the
      offering.
<PAGE>

(b)   The undersigned  registrant  hereby undertakes that, for
      purposes  of   determining   any  liability   under  the
      Securities Act, each filing of the  registrant's  annual
      report  pursuant  to section  13(a) or section  15(d) of
      the Exchange Act (and, where applicable,  each filing of
      an employee  benefit  plan's annual  report  pursuant to
      section 15(d) of the Exchange Act) that is  incorporated
      by  reference  in the  Registration  Statement  shall be
      deemed to be a new  registration  statement  relating to
      the  securities  offered  therein,  and the  offering of
      such  securities  at that time shall be deemed to be the
      initial bona fide offering thereof.

(c)   Insofar  as  indemnification   for  liabilities  arising
      under the  Securities Act may be permitted to directors,
      officers and  controlling  persons of the small business
      issuer   pursuant  to  the  foregoing   provisions,   or
      otherwise,  the small  business  issuer has been advised
      that   in   the   opinion   of   the   Commission   such
      indemnification  is against  public  policy as expressed
      in   the    Securities    Act   and    is,    therefore,
      unenforceable.   In  the   event   that  a   claim   for
      indemnification  against  such  liabilities  (other than
      the  payment by the small  business  issuer of  expenses
      incurred or paid by a director,  officer or  controlling
      person of the small  business  issuer in the  successful
      defense of any action,  suit or  proceeding) is asserted
      by such  director,  officer  or  controlling  person  in
      connection  with the securities  being  registered,  the
      small  business  issuer  will,  unless in the opinion of
      its counsel the matter has been  settled by  controlling
      precedent,    submit   to   a   court   of   appropriate
      jurisdiction the question  whether such  indemnification
      by it is  against  public  policy  as  expressed  in the
      Securities  Act  and  will  be  governed  by  the  final
      adjudication of such issue.



<PAGE>


                             SIGNATURES

      Pursuant to the  requirements of the Securities Act, the
registrant   certifies  that  it  has  reasonable  grounds  to
believe  that it meets all of the  requirements  for filing on
Form S-8 and has duly caused this  Registration  Statement  to
be signed on its  behalf by the  undersigned,  thereunto  duly
authorized,  in the City of Mt. Kisco,  New York, on this 10th
day of September, 1997.

                                 HALSTEAD ENERGY CORP.


                           By:  /s/ Claire E. Tarricone   
                               Claire E. Tarricone
                               President


      Pursuant  to the  requirements  of the  Securities  Act,
this  Registration  Statement has been signed by the following
persons in the capacities and on the dates indicated.



       /s/  Claire E. Tarricone    President and Director    September 10, 1997
       Claire E. Tarricone


       /s/  Joseph A. Tarricone    Vice President, Treasurer September 10, 1997
       Joseph A. Tarricone         and Director

       /s/  Anthony J. Tarricone   Vice President,Secretary  September 10, 1997
      Anthony J. Tarricone         and Director

<PAGE>

                                  EXHIBIT INDEX

      Exhibit
      Number    Description

      4         Halstead  Energy  Corp.  Amended and  Restated
                1996 Stock Option Plan

      5         Opinion of Dennis  Brovarone,  Attorney at Law
                (contains Consent of Counsel).

      10        Consulting and Warrant Compensation Agreement.

      23.1      Consent of Dennis  Brovarone,  Attorney at Law
                (contained in Exhibit 5).

      23.2      Consent of Goldman & Murphy, L.L.P.


<PAGE>


                                                     Exhibit 4
                       HALSTEAD ENERGY CORP.
                     1996 STOCK INCENTIVE PLAN

          AS ESTABLISHED EFFECTIVE AS OF JANUARY 10, 1996
   (AND AS AMENDED AND RESTATED EFFECTIVE AS OF DECEMBER 1, 1996)

                             ARTICLE I

                              Purpose

      This 1996 Stock  Incentive Plan (the "Plan") is intended
as an incentive and to encourage  stock  ownership by officers
and  certain  other   employees  of  and  consultants  to  the
Company,  other  than  non-employee  directors,  in  order  to
increase   their   proprietary   interest  in  the   Company's
continued  growth and success and to encourage  such employees
to remain in the employ of and such  consultants  to  continue
to render services to the Company.

      It is intended that certain  Options  granted under this
Plan will  qualify as  Incentive  Stock  Options.  The Company
makes no  warranty as to the  qualification  of any Options as
Incentive Stock Options.

      The Plan was  established  effective  as of  January 10,
1996,  and is hereby  amended  and  restated  effective  as of
November 13, 1996.

                             ARTICLE II

                            Definitions

      As used  herein,  the  following  terms  shall  have the
following respective meanings:

      (a)  "Board" or "Board of Directors"  means the Board of
Directors of the Company, as constituted from time to time.

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

      (c)  "Code"  means the United  States  Internal  Revenue
Code of 1986, as amended.

      (d)  "Committee"  means  (i) a  committee  of two (2) or
more  directors  appointed  from  time to time by the Board of
Directors to administer  the Plan  pursuant to the  provisions
of Article III below or (ii) the Board.

      (e)  "Company"  means  Halstead  Energy Corp.,  a Nevada
corporation,   or  its   subsidiaries   and  their  respective
successors and assigns.
<PAGE>

      (f)  "Exchange  Act" means the United States  Securities
Exchange Act of 1934, as amended from time to time.

      (g)  "Fair Market  Value" on a particular  date means as
follows:

           (i)  if  the  Company's  Stock  is  listed  on  any
exchange,  the  mean  between  the  highest  and  lowest  sale
prices  reported as having  occurred on any  exchange on which
the  Company's  Stock may be listed  and traded on the date in
question,  or, if there is no such sale on that date,  then on
the last preceding date on which such a sale was reported; or

           (ii) if the  Company's  Stock is not  listed on any
exchange  but the  Stock  is  quoted  in the  National  Market
System  of the  National  Association  of  Securities  Dealers
Automated  Quotation  System  ("NASDAQ") on a last sale basis,
the mean  between the high and low sale price  reported on the
date in  question,  or, if there is no such sale on that date,
then  on  the  last   preceding  date  on  which  a  sale  was
reported; or

          (iii) if the  Stock is not  quoted  on  NASDAQ  on a
last  sale  basis,  the mean  between  the  highest  asked and
lowest bid  prices  for such  Stock for the date in  question,
or,  if there  are no  transactions  in the Stock on that day,
then on the last  preceding  date on which  such  transactions
occurred; or

           (iv) in all other cases,  the amount  determined by
the  Committee  to be the fair market  value based upon a good
faith  attempt to value the Stock  accurately  and computed in
accordance  with  applicable  regulations of the United States
Internal Revenue Service.

      (h)  "Incentive   Stock   Options"  mean  those  Options
granted under the Plan that the  Committee  intends to qualify
as "incentive stock options" under Section 422 of the Code.

      (i)  "Non-Qualified  Stock  Options"  mean those Options
granted  under the Plan  which the  Committee  does not intend
to qualify as Incentive Stock Options.

      (j)  "Option"  or  "Options"  means  the  stock  options
granted under the Plan.

      (k)  "Participants"   means  those  officers,   employee
directors,    employees    and    consultants    (other   than
non-employee  directors) who hold positions of  responsibility
and whose performance,  in the judgment of the Committee,  can
have a significant effect upon the Company's success.

      (l)  "Restricted  Stock" means shares of Stock issued or
transferred  to a Participant  pursuant to a Restricted  Stock
Award.

      (m)  "Restricted  Stock  Award"  means  shares  of Stock
issued or transferred  to a Participant  and which will become
free of  restrictions  specified by the Committee if continued
employment  and/or other performance  objectives  specified by
the Committee are attained.
<PAGE>

      (n)  "Rights" mean stocks  appreciation  rights  granted
under the Plan.

      (o)  "SEC  Rule   16b-3"   means   Rule   16b-3  of  the
Securities  and  Exchange  Commission  promulgated  under  the
Exchange  Act,  as such rule or any  successor  rule may be in
effect from time to time.

      (p)  "Secretary"  means  the  Secretary  of the  Company
serving from time to time.

      (q)  "Securities  Exchange  Commission" means the United
States  Securities  and Exchange  Commission  or any successor
organization.

      (r)  "Stock  Bonus  Awards"  means  stock  bonus  awards
granted under the Plan.

                            ARTICLE III

                           Administration

      The Plan  shall be  administered  by the  Committee.  No
person  shall be  appointed  to or shall  serve as a member of
the  Committee  unless  at the  time of such  appointment  and
service he shall be a  "non-employee  director," as defined in
SEC Rule 16b-3 and an  "outside  director"  within the meaning
of  Section  162(m)(4)(c)of  the  Code.   Notwithstanding  the
foregoing,  the  Board  may,  in its  discretion,  reserve  to
itself any or all of the authority and  responsibility  of the
Committee.  To the  extent  the Board  reserves  to itself any
such  authority and  responsibility,  the term  "Committee" as
used in this Plan shall be deemed to refer to the Board.

      Subject to the  provisions of the Plan, the Board or the
Committee   shall  have  sole   authority,   in  its  absolute
discretion:  (a) to determine which of the eligible  officers,
employees  and  consultants  of the  Company  shall be granted
Options,  Rights or Stock Bonus  Awards;  (b) to authorize the
granting  of  Incentive  Stock  Options,  Non-Qualified  Stock
Options,  Rights and Stock Bonus Awards;  (c) to determine the
times when  Options,  Rights or Stock  Bonus  Awards  shall be
granted  and the  number of shares to be  optioned  or subject
to such grant;  (d) to determine  the  consideration  received
or to be received  by the  Company in  exchange  for the grant
of  Options or other  awards  hereunder,  the option  price of
the  shares  subject  to each  Option  or Right,  which  price
shall be not less  than the  minimum  specified  in  ARTICLE V
hereof;  (e) to determine  the time or times when each Option,
Right or Stock Bonus  Award  becomes  exercisable  (whether in
whole or in part),  the  duration of the  exercise  period and
any other  restrictions  on the  exercise of Options or Rights
issued  hereunder;  (f) to prescribe  the form or forms of the
agreements  under the Plan (which  forms  shall be  consistent
with the  terms of the  Plan but need not be  identical);  (g)
to adopt,  amend and rescind  such rules and  regulations  as,
in its  opinion,  may be advisable  in the  administration  of
the Plan;  and (h) to construe  and  interpret  the Plan,  the
rules and  regulations  and the agreements  under the Plan and
to  make  all  other   determinations   deemed   necessary  or
advisable   for   the   administration   of  the   Plan.   All
decisions,  determinations  and  interpretations  by the Board
or the  Committee,  as the  case may be,  shall  be final  and

<PAGE>

binding on all Participants  and their  respective  successors
and assigns and all persons claiming under or through them.

      Any    provision   of   the   Plan   to   the   contrary
notwithstanding,  (a)  transactions  by  or  with  respect  to
officers  and  directors  are  intended  to  comply  with  any
applicable  conditions  of SEC Rule 16b-3  unless the Board or
the Committee determines  otherwise;  and (b) any provision of
the  Plan  that  would  prevent  any  transaction  by or  with
respect to an  officer or  director  from  complying  with any
applicable  condition  of SEC Rule  16b-3 with which the Board
or the Committee  intends such transaction to comply,  or that
would  prevent  any  transaction  by  or  with  respect  to an
officer or director from  qualifying  for any  exemption  from
Section  16 of the  Exchange  Act for  which  the Board or the
Committee  intends such transaction to qualify  (including SEC
Rule   16b-3),   shall  be   administered,   interpreted   and
construed to carry out such  intention and any provision  that
cannot be so  administered,  interpreted  and construed  shall
to that extent be disregarded.

                             ARTICLE IV

                     Stock Subject to the Plan

      Under  the  Plan,  the  total  number of shares of Stock
which may be purchased  pursuant to Options or  available  for
Stock  Bonus  Awards   granted  under  the  Plan  or  acquired
pursuant  to the  exercise  of Rights  granted  under the Plan
shall  not  exceed,  in  the  aggregate,   Six  Hundred  Fifty
Thousand  (650,000)  shares,  except as such  number of shares
shall  be  adjusted  in  accordance  with  the  provisions  of
ARTICLE  XII  hereof.   The  maximum  number  of  shares  with
respect to which  Options or Rights may be granted  during any
year to any  employee  under the Plan is 50% of the  number of
shares  available  for grant  under the Plan.  The stock to be
issued under the Plan may be  authorized  but unissued  Stock,
treasury   shares   of  Stock,   including   shares  of  Stock
purchased  in the  open  market  or in  private  transactions,
shares  of  Stock  issued  or  transferred  to,  or  otherwise
acquired by, a grantor  trust  pursuant to the next  sentence,
or a  combination  of each,  as the Board or the Committee may
from time to time  determine.  The Board or the  Committee may
(but  need not)  provide  at any time or from time to time for
a number  of  shares  of  Stock,  equal to the  number of such
shares  subject to options then  outstanding  under this Plan,
to be issued or  transferred  to,  or  acquired  by, a grantor
trust   for  the   purpose   of   satisfying   the   Company's
obligations  under such  options,  and,  unless  prohibited by
applicable   law,   such   shares   held  in  trust  shall  be
considered  authorized  and issued  shares with full  dividend
and voting rights,  notwithstanding  that the options to which
such shares relate may not be exercisable at that time.

      The  number of shares  of Stock  available  for grant of
Options,  Rights or Stock  Bonus  Awards  under the Plan shall
be  decreased  by the sum of the number of shares with respect
to which  Options,  Rights  or Stock  Bonus  Awards  have been
issued  and are then  outstanding  and the  number  of  shares
issued upon  exercise  of  Options.  Shares of Stock which are
subject  to  Rights  linked  with  related  Options  shall  be
counted only once in  determining  whether the maximum  number
of shares of Stock which may be  purchased  or acquired  under
the Plan has been  exceeded.  If any  shares of Stock  subject
to an Option,  Right or Stock  Bonus Award shall not be issued

<PAGE>

or   transferred   and   shall   cease  to  be   issuable   or
transferable because of the termination,  in whole or in part,
of such  Option,  Right or Stock  Bonus Award or for any other
reason,  or if  any  such  shares  shall,  after  issuance  or
transfer,   be  reacquired   by  the  Company   because  of  a
Participant's   failure   to   comply   with  the   terms  and
conditions  of a Stock Bonus  Award,  or if the Company  shall
pay cash in lieu of issuing  shares of Stock  upon  settlement
of an Option,  Right or Stock Bonus  Award,  the shares not so
issued or  transferred,  or the  shares so  reacquired  by the
Company,  as the  case  may be,  shall no  longer  be  charged
against  the  number of shares  of Stock  subject  to the Plan
and may  again be made  subject  to  Options,  Rights or Stock
Bonus Awards.

                             ARTICLE V

                            Option Price

      In the case of each  Non-Qualified  Stock Option granted
under the Plan,  the Option price shall be  determined  by the
Committee.   In  the  case  of  each  Incentive  Stock  Option
granted  under the Plan,  the Option  price  shall be not less
than  the  Fair  Market  Value  of the  Stock  at the time the
Option was  granted.  In no event  shall the  Option  price be
less than the par value per share of Stock.

                             ARTICLE VI

       Exercise and Terms of Options, Rights and Stock Bonus 
                            Awards

      Options may be granted  for such  lawful  consideration,
including  money or other  property,  tangible or  intangible,
or  labor  or  services  received  or to be  received  by  the
Company,  as the Committee  may  determine  when the Option is
granted.  Property  for  purposes  of the  preceding  sentence
shall include an obligation of the Company  unless  prohibited
by  applicable  law. The  Committee  shall  determine the date
or dates after  which  Options or Rights may be  exercised  or
Stock Bonus  Awards  become  vested,  in whole or in part.  If
an  Option  or Right is  exercisable  or a Stock  Bonus  Award
becomes  vested  in  installments,  installments  or  portions
thereof which are  exercisable  and not exercised shall remain
exercisable.  The Committee  may, at any time,  accelerate the
date  on  which  an  Option   becomes   exercisable,   and  no
additional  consideration  need be  received by the Company in
exchange for such acceleration.

      Any  other  provision  of the Plan  notwithstanding,  no
Option or Right shall be  exercisable  after the date ten (10)
years   from  the  date  of   grant   of  such   Option   (the
"Termination  Date").  If,  prior to the  Termination  Date, a
Participant  shall  cease to be  employed  by the  Company and
its  parent  or  subsidiary   corporations   (other  than  for
termination  without  cause or other  than by  reason of death
or  permanent  and total  disability  within  the  meaning  of
Section  22(e)(3) of the Code),  each Option and Right held by
such  Participant  will  remain  exercisable  for a period not
extending   beyond   three  (3)  months   after  the  date  of
cessation  of  employment  to the extent  such Option or Right
was  exercisable at the time of cessation of  employment.  If,
prior to the  Termination  Date, a Participant  shall cease to
be  employed  by the  Company  or  its  parent  or  subsidiary
corporations  by reason of a  permanent  and total  disability

<PAGE>

within  the  meaning  of  Section  22(e)(3)  of the Code,  the
Option or Right  granted  hereunder  will  remain  exercisable
for a period  not  extending  beyond  one (1) year  after  the
date  of  cessation  of   employment  to  the  extent  it  was
exercisable  at the time of  cessation of  employment.  In the
event of the death of a Participant  prior to the  Termination
Date and  while  employed  by the  Company  or its  parent  or
subsidiary  corporations  or while  entitled  to  exercise  an
Option or Right  pursuant to the  preceding  sentences of this
paragraph,  the Option or Right granted  hereunder may provide
that it will  remain  exercisable  at any  time  prior  to the
Termination  Date,  but in no  event  later  than one (1) year
from the date of death,  by the  person or persons to whom the
Participant's  rights under the Option or Right pass  pursuant
to the Plan to the extent that the  Participant  was  entitled
to exercise it on the date of death.

      The  Committee  may specify,  at the time of grant of an
Inventive  Stock  Option or, with  respect to a  Non-Statutory
Stock  Option,   at  or  after  the  time  of  grant,  that  a
Participant  shall be granted a Non-Statutory  Stock Option (a
"Restored   Option")   if  and  when   (i)  such   Participant
exercises  all or part of an Option,  including  a  previously
granted   Restored   Option,   (an   "Original   Option")   by
surrendering  shares of Common Stock  already  owned by him in
full  or  partial  payment  of the  option  price  under  such
Original  Option  and/or  (ii)  shares  of  Common  Stock  are
surrendered  or withheld to satisfy tax  obligations  incident
to  the  exercise  of  such  Original  Option.   All  Restored
Options  shall be  subject  to the  availability  of shares of
Common  Stock under the Plan at the time of such  exercise.  A
Restored  Option  shall  cover a number  of  shares  of Common
Stock not  greater  than the number of shares of Common  Stock
surrendered   in  payment  of  the  option  price  under  such
Original  Option  and/or  used to satisfy  any tax  obligation
incident  to  the  exercise  of  such  Original  Option.  Each
Restored  Option  shall have an option price equal to the Fair
Market  Value of the Common  Stock on the date of grant of the
Restored  Option  and shall  expire on the  stated  expiration
date  of  the  Original  Option.   The  date  of  grant  of  a
Restored  Option  shall be the date on which the  exercise  of
the Original  Option or a previously  granted  Restored Option
resulted  in the grant of such  Restored  Option.  A  Restored
Option  shall be  exercisable  at any  time  and from  time to
time  from or after the date of grant of the  Restored  Option
(or as the Committee in its sole  discretion  shall  otherwise
specify in the  written  instrument  evidencing  the  Restored
Option).   The  written   instrument   evidencing  a  Restored
Option shall  contain such other terms and  conditions,  which
may  include  a  restriction  on  the  transferability  of the
Common  Stock  received  upon  the  exercise  of the  Original
Option  or  Restored  Option,  as the  Committee  in its  sole
discretion may deem desirable.

      Each  stock  option  may but  need not  provide  for the
payment to the Participant,  in either cash or shares,  as the
Committee may  determine,  of an amount equal to the dividends
that  would  have  been  paid  on the  shares  subject  to the
option if such  shares had been  outstanding  from the date on
which the stock option was granted and if such  dividends  had
been  reinvested  in  additional  shares of the  Company.  The
Participant's  entitlement  to receive any such cash or shares
may but need not be contingent on the  Participant's  exercise
of the option, as the Committee may determine.


<PAGE>

                            ARTICLE VII

                  Special Provisions Applicable to
                    Incentive Stock Options Only

      Incentive  Stock  Options  may be  granted  only  to the
employees  of the  Company  or a parent or  subsidiary  of the
Company  (within the meaning of Code section  424).  Except as
hereafter  permitted by the Code,  the  aggregate  Fair Market
Value  (determined  as of the time the Option is  granted)  of
the Stock with  respect to which any  Incentive  Stock  Option
may be  exercisable  for the first time by the  grantee in any
calendar  year  (under  this  Plan or any other  stock  option
plan of the  Company or any parent or  subsidiary  corporation
thereof  (within  the  meaning of  Sections  424(e) and (f) of
the  Code))  shall not  exceed One  Hundred  Thousand  Dollars
($100,000).

      No   Incentive   Stock  Option  may  be  granted  to  an
individual  who,  at the time the  Option  is  granted,  owns,
directly or indirectly  (within the meaning of Section  424(d)
of the Code),  stock  possessing  more than ten percent  (10%)
of the total  combined  voting  power of all  classes of stock
of the  Company  or of any  parent or  subsidiary  corporation
thereof  (within  the  meaning of  Sections  424(e) and (f) of
the Code),  unless such  Option (i) has an Option  price of at
least  one  hundred  ten  percent  (110%)  of the Fair  Market
Value of the  Stock on the  date of the  grant of such  Option
and (ii) such Option  cannot be  exercised  more than five (5)
years after the date it is granted.

                            ARTICLE VIII

                         Payment for Stock

      Payment  for shares of Stock  purchased  under an Option
granted  hereunder  shall be made in full upon exercise of the
Option  by  certified  or  bank  cashier's  check  or,  to the
extent permitted by law and the applicable  agreement,  (i) by
the  surrender  or  delivery  to the  Company of shares of its
stock  having a Fair  Market  Value  on the  date of  exercise
equal to the  purchase  price  for the  Stock as to which  the
Option  is being  exercised  and  which  have been held by the
Participant  for such  period of time,  if any, as the Company
may require or (ii) by delivery of a  promissory  note secured
by a  pledge  of the  Class A  Stock,  provided  that any such
note shall  mature in ten (10) years or such lesser  period as
may be  specified  by the  Committee  and,  in the  case of an
Incentive  Stock Option,  any such note shall bear interest at
the  minimum  rate  required to avoid  imputation  of interest
under United  States  federal  income tax laws  applicable  at
the time of  exercise.  The Stock  purchased  shall  thereupon
be promptly  delivered;  provided,  however,  that the Company
may, in its  discretion,  require  that a  Participant  pay to
the  Company,  at the time of  exercise,  such  amount  as the
Company   deems   necessary  to  satisfy  its   obligation  to
withhold  federal,  state  or  local  income  or  other  taxes
incurred by reason of the  exercise or the  transfer of shares
thereupon.  Payment  for  shares of Stock  purchased  under an
Option  granted  hereunder  shall  also be deemed  made if and
when the Company  receives  documentation  that it  determines
satisfies  the  cashless  exercise  provisions  of the Federal
Reserve Board's Regulation T.
<PAGE>

      No  Employee  shall make any  elective  contribution  or
employee  contribution  to the Plan  (within  the  meaning  of
Treasury   Regulation   section    1.401(k)-1(d)(2)(iv)(B)(4))
during the balance of the calendar  year after the  Employee's
receipt  of  a  hardship  distribution  from  a  plan  of  the
Company  or a related  party  within  the  provisions  of Code
sections  414(b),  (c),  (m)  or  (o)  containing  a  cash  or
deferred  arrangement  under  section  401(k) of the Code,  or
during the following  calendar  year.  The preceding  sentence
shall  not  apply  if and  to  the  extent  that  the  Company
determines  it is not  necessary to qualify any such plan as a
cash or  deferred  arrangement  under  section  401(k)  of the
Code.

                             ARTICLE IX

                     Stock Appreciation Rights

      In the  discretion  of the  Committee,  a  Right  may be
granted (i) alone,  (ii)  simultaneously  with the grant of an
Option   (either   Incentive   or   Non-Qualified)    and   in
conjunction  therewith or in the alternative  thereto or (iii)
subsequent  to the  grant  of a  Non-Qualified  Option  and in
conjunction therewith or in the alternative thereto.

      The  exercise  price of a Right  granted  alone shall be
determined  by the  Committee,  but shall not be less than one
hundred  percent  (100%) of the Fair Market Value of one share
of the  Company's  Stock on the  date of grant of such  Right.
Except as otherwise  provided by the  Committee and subject to
applicable  law,  a  Right  granted   simultaneously  with  or
subsequent  to the  grant  of an  Option  and  in  conjunction
therewith or in the  alternative  thereto  shall have the same
exercise price as the related  Option,  shall be  transferable
only  upon  the  same  terms  and  conditions  as the  related
Option  and shall be  exercisable  only to the same  extent as
the related Option;  provided,  however, that, a Right, by its
terms,  shall be  exercisable  only when the Fair Market Value
per share of Stock  subject  to the Right and  related  Option
exceeds the exercise price per share thereof.

      Upon any  exercise  of a Right,  the number of shares of
Stock  for  which  any  related  Option  shall be  exercisable
shall be  reduced  by the  number of shares of Stock for which
the Right  shall  have been  exercised.  The  number of shares
of  Stock  for  which a Right  shall be  exercisable  shall be
reduced  upon  any  exercise  of  any  related  Option  by the
number of shares of Stock for which  such  Option  shall  have
been exercised.

      A Right shall  entitle  the  Participant  upon  exercise
thereof  to  receive  from the  Company  a number of shares of
Stock (with or without  restrictions  as to  substantial  risk
of  forfeiture  and  transferability,  as  determined  by  the
Committee  in its sole  discretion),  an amount of cash or any
combination   of  shares  and  cash,   as  determined  by  the
Committee in its sole  discretion,  having an  aggregate  Fair
Market  Value on the date of exercise  equal to the product of
(i) the excess of the Fair Market  Value,  on the date of such
exercise,  of one (1) share over the exercise  price per share
specified  in such  Right or its  related  Option and (ii) the
number of shares  for which  such  Right  shall be  exercised;
provided,  however,  that no fractional  shares of Stock shall
be issued upon exercise of a Right.
<PAGE>

      A Right  shall be  deemed  exercised  on the last day of
its term,  if not otherwise  exercised by the holder  thereof,
provided  that the Fair Market Value of the shares  subject to
the Right exceeds the exercise price thereof on such date.

                             ARTICLE X

                         Stock Bonus Awards

      Stock  Bonus  Awards  shall  consist  of shares of Stock
distributed  to a Participant  or which the  Committee  agrees
to  distribute  in the  future in lieu of, or as a  supplement
to,  any  other  compensation  that may have  been  earned  by
services  rendered  prior to the date the Stock Bonus Award is
made.  Stock  Bonus  Awards  may,  but need not,  be issued in
the form of a (i)  Performance  Unit Award,  which consists of
shares of Stock that will be  distributed  to a Participant in
the  future  if  continued  employment  or  other  performance
objectives  specified  by  the  Board  or  the  Committee  are
attained  or (ii)  Restricted  Stock  Award.  The  amount of a
Stock  Bonus  Award  may,  but  need  not,  be  determined  by
reference to the market value of Stock.

      A  Participant  may  be  granted  a  Stock  Bonus  Award
whether  or  not  the   Participant  is  eligible  to  receive
similar or dissimilar  incentive  compensation under any other
plan or arrangement of the Company.

      Stock  subject to a Stock  Bonus  Award may be issued or
transferred  to a  Participant  at the time such  Stock  Bonus
Award is granted,  or at any time  subsequent  thereto,  or in
installments  from  time  to  time,  as  the  Committee  shall
determine.  In the event that any such  issuance,  transfer or
payment  shall  not be made  to the  Participant  at the  time
such  Award  is  granted,  the  Committee  may  but  need  not
provide  for  payment to such  Participant,  either in cash or
shares,  from  time  to  time or at the  time  or  times  such
shares  shall be issued or  transferred  or cash shall be paid
to such  Participant,  of amounts not  exceeding the dividends
which would have been payable to such  Participant  in respect
of such shares if such  shares had been issued or  transferred
to such  Participant  at the time such Award was  granted  and
any such dividends had been reinvested in Company shares.

      Any Stock  Bonus  Award may,  in the  discretion  of the
Committee,  be settled in cash,  on each date on which  shares
would  otherwise have been  delivered or become  unrestricted,
in an amount  equal to the Fair  Market  Value on such date of
the  shares  which  would  otherwise  have been  delivered  or
become unrestricted.

      Stock  Bonus  Awards  shall be subject to such terms and
conditions,  including,  without  limitation,  restrictions on
the sale or other  disposition  of the shares of Stock  issued
or  transferred  pursuant  to  such  Stock  Bonus  Award,  and
conditions  calling  for  forfeiture  of the Stock Bonus Award
or  the  shares  of  Stock  issued  or  transferred   pursuant
thereto in designated  circumstances,  as the Committee  shall
determine;  provided,  however,  that  upon  the  issuance  or
transfer  of shares of Stock  pursuant to any such Stock Bonus
Award,  the recipient shall,  with respect to such shares,  be
and become a  stockholder  of the  Company  fully  entitled to
receive  dividends,  to vote and to exercise  all other rights

<PAGE>

of a shareholder  except to the extent  otherwise  provided in
the Stock Bonus Award.

                             ARTICLE XI

                        Non-Transferability

      Options,  Rights and Stock Bonus  Awards  granted  under
the Plan,  including any "derivative  securities" issued under
the Plan,  shall not be transferable or assignable  other than
by will or the laws of descent  and  distribution  (or, in the
case of an  Incentive  Stock  Option,  and if so  permitted by
the  Committee,  pursuant to a beneficiary  designation by the
Participant  that is  consistent  with Section 422 of the Code
and   any   related    Treasury    Department    rulings   and
regulations),   and   shall   be   exercisable,   during   the
Participant's  lifetime,  only  by  him.  Notwithstanding  the
foregoing,   the  Committee   may  permit  a  Participant   to
transfer  any award  granted  under this  Plan,  other than an
Incentive  Stock  Option or any other  award that is linked to
an  Incentive  Stock  Option,  to  members  of  his  immediate
family  (defined as his  children,  grandchildren  and spouse)
or to one or more  trusts  for  the  benefit  of  such  family
members or  partnerships  in which such family members are the
only  partners  if (and  only  if) the  instrument  evidencing
such  award  expressly  so  provides  (or  is  amended  to  so
provide)   and  the   Participant   does   not   receive   any
consideration  for  the  transfer;   provided  that  any  such
transferred  award  shall  continue  to be subject to the same
terms  and  conditions  that  were  applicable  to such  award
immediately   prior  to  its   transfer   (except   that  such
transferred  award  shall not be further  transferable  by the
transferee during lifetime).

                            ARTICLE XII

         Adjustments for Recapitalizations, Mergers, Etc. 

      The  aggregate  number of  shares of Stock  which may be
purchased  pursuant to Options granted  hereunder,  the number
of  shares  of Stock  covered  by each  outstanding  Option or
Right,  the  exercise  price of each such  Option or Right and
the number of shares  subject to a Stock  Bonus Award shall be
appropriately  adjusted,  if  necessary,  for any  increase or
decrease in the number of outstanding  Stock  resulting from a
stock split or other  subdivision  or  consolidation  of Stock
or  for  other  capital   adjustments  or  payments  of  stock
dividends  or  distributions  or other  increases or decreases
in  the   outstanding   Stock  effected   without  receipt  of
consideration by the Company.

      Subject to any required action by the shareholders,  (i)
if the  Company  shall  be the  surviving  corporation  in any
merger or  consolidation  or (ii) if the Company  shall not be
the surviving  corporation in any merger or consolidation  but
the  shareholders  of the  Company  shall hold  fifty  percent
(50%)  or  more  of the  surviving  corporation,  any  Option,
Right or Stock Bonus Award granted  hereunder  shall cover the
securities  to which a  holder  of the  number  of  shares  of
Stock covered by the  unexercised  or invested  portion of the
Option,  Right or Stock Bonus  Award would have been  entitled
pursuant to the terms of the merger or consolidation.


<PAGE>

      Unless otherwise provided in the Option,  Right or Stock
Bonus  Award or in the  foregoing  paragraph,  upon any merger
or  consolidation  in  which  the  Company  shall  not  be the
surviving  corporation,  a dissolution  or  liquidation of the
Company or a sale of all or  substantially  all of its assets,
all  Options,   Rights  and  Stock  Bonus  Awards  outstanding
hereunder  shall  terminate;   provided,   however,  that  the
surviving  corporation  may  grant an  option  or  options  to
purchase its shares on such terms and  conditions,  both as to
the   number   of   shares   and   otherwise,    which   shall
substantially  preserve the rights and benefits of any Option,
Right and Stock Bonus Awards then outstanding hereunder.

      The foregoing  adjustments and the manner of application
of the foregoing  provisions  shall be determined by the Board
or  the   Committee   in  its   sole   discretion.   Any  such
adjustment  may provide for the  elimination of any fractional
share which might otherwise become subject to an Option.

      The  Committee  may  provide for an award under the Plan
to become  vested or  exercisable  in the event of a change in
control of the Company.

                            ARTICLE XIII

                  No Obligation to Exercise Option

      Granting of an Option shall impose no  obligation on the
recipient to exercise such Option.

                            ARTICLE XIV

                          Use of Proceeds

      The proceeds  received  from the sale of Stock  pursuant
to the Plan shall be used for general corporate purposes.

                             ARTICLE XV

                      Rights as a Shareholder

      A  Participant  or a transferee  of an Option,  Right or
Stock Bonus Award shall have no rights as a  shareholder  with
respect  to  any  share  covered  by a  Participant's  Option,
Right or Stock Bonus Award until such  Participant  shall have
become  the  holder  of  record  of  such   share,   and  such
Participant   shall  not  be  entitled  to  any  dividends  or
distributions  or other  rights in  respect  of such share for
which  the  record  date is prior  to the  date on which  such
Participant shall have become the holder of record thereof.
<PAGE>

                            ARTICLE XVI

                         Employment Rights

      Nothing  in the  Plan or in any  Option,  Right or Stock
Bonus   Award   granted   hereunder   shall   confer   on  any
Participant  who is an  employee  any right to continue in the
employ  of the  Company  or to  interfere  in any way with the
right  of  the   Company  to   terminate   the   Participant's
employment at any time.

                            ARTICLE XVII

                Compliance with the Law; Withholding

      The  Company  is  relieved  from any  liability  for the
non-issuance  or  non-transfer  or any  delay in  issuance  or
transfer  of any shares of Stock  subject to  Options,  Rights
or Stock Bonus  Awards  under the Plan which  results from the
inability  of  the  Company  to  obtain  or in  any  delay  in
obtaining from any  regulatory  body having  jurisdiction  all
requisite  authority  to issue or transfer  shares of Stock of
the  Company  either upon  exercise  of the Options  under the
Plan or  shares of Stock  issued as a result of such  exercise
or granted  pursuant  to a Stock  Bonus  Award if counsel  for
the  Company  deems  such   authority   necessary  for  lawful
issuance or transfer of any such shares.  Appropriate  legends
may be  placed  on the stock  certificates  evidencing  shares
issued  upon  exercise  of  Options,  Rights  or  Stock  Bonus
Awards to reflect  such  transfer  restrictions.  With respect
to  withholding  required  upon the exercise of Options,  upon
the lapse of  restrictions  on Restricted  Stock,  or upon any
other  taxable  event  hereunder,  the Committee may permit or
require  Participants,  subject to such  terms and  conditions
as it may impose, to satisfy the withholding  requirement,  in
whole or in part,  by having the  Company  withhold  shares of
Stock  having  a Fair  Market  Value on the date the tax is to
be determined  equal to the maximum  marginal  total tax which
could  be  imposed  on the  transaction  or  such  greater  or
lesser amount as the  Committee  may permit.  If the Committee
so  provides,  such  shares of Stock  withheld  may be already
owned  shares  of  Stock  which  the  Participant  tenders  in
satisfaction  of the  withholding  requirement  or  shares  of
Stock   issuable  by  the  Company  in  connection   with  the
exercise of Options,  the lapse of  restrictions on Restricted
Stock or the  other  taxable  event  hereunder,  or  shares of
Stock from any other source.

                           ARTICLE XVIII

                 Cancellation of Options or Rights

      The Committee, in its discretion,  may, with the consent
of any  Participant,  cancel any  outstanding  Option or Right
hereunder  and/or  reissue  such  Option  or  Right at a lower
price.
<PAGE>

                            ARTICLE XIX

                          Adoption of Plan

      This Plan shall  become  effective  upon the date of its
adoption by the Board,  subject,  however,  to approval by the
Company's  shareholders  within  twelve  (12)  months from the
date of adoption of the Plan by the Board.

                             ARTICLE XX

                      Expiration Date of Plan

      The  Plan  shall  remain  in  effect  until  all  shares
authorized  to be issued or  transferred  hereunder  have been
exhausted  or  until  the  Plan is  sooner  terminated  by the
Board of Directors,  and shall  continue in effect  thereafter
with  respect to any  Options,  Rights or Stock  Bonus  Awards
outstanding  at the  time of  such  termination.  In no  event
shall an  Incentive  Stock  Option be  granted  under the Plan
after ten years from the Plan's effective date.

                            ARTICLE XXI

                Amendment or Discontinuance of Plan

      The Board may, at any time and from time to time,  amend
or  modify  the  Plan  in  any  respect  without   shareholder
approval,  unless  shareholder  approval of the  amendment  or
modification  in question is required  under  Nevada law,  the
Code  (including  without  limitation  Code section  162(m)(4)
and  Code   section 422  and  Proposed   Treasury   Regulation
section   1.422A(b)(iv)   thereunder),   any  exemption   from
Section 16 of the Exchange Act (including  without  limitation
SEC Rule  16b-3) for which the  Company  intends  transactions
by officers or directors to qualify,  any national  securities
exchange  or  system  on which  the  Stock is then  listed  or
reported,  by any  regulatory  body having  jurisdiction  with
respect  to the  Plan,  or under any  other  applicable  laws,
rules or  regulations.  The Board may also  terminate the Plan
at any time.  The  Committee  may amend the terms of any award
granted under the Plan,  prospectively or  retroactively,  but
no such amendment  shall impair the rights of any  Participant
without  such  Participant's  consent.  Any  provision of this
Article XXI to the contrary  notwithstanding,  no amendment or
termination  of the Plan  shall  adversely  affect  any Option
granted  prior to the date of such  amendment  or  termination
without the written consent of the Participant.

                            ARTICLE XXII

                           GOVERNING LAW

       The Plan, such Options, Rights and Stock Bonus Awards
  as may be granted thereunder and all related matters shall
   be governed by, and construed and enforced in accordance
  with, the laws of the State of New York from time to time
 obtaining, except that all matters pertaining to the Nevada
   General Corporation Law shall be governed by Nevada law.

<PAGE>



                                                     Exhibit 5
                          DENNIS BROVARONE
                   ATTORNEY AND COUNSELOR AT LAW
                       11249 West 103rd Drive
                    Westminster, Colorado 80021
                ph: 303 466 4092 / fax: 303 466 4826



                         September 9, 1997

      Gentlemen:

           Halstead  Energy Corp., a Nevada  corporation  (the
"Company"),  has requested my legal opinion in connection with
the  registration   under  the  Securities  Act  of  1933,  as
amended,  of 1,100,000  shares of common stock, par value $.01
per  share,  of  the  Company  (the  "Shares")  pursuant  to a
Registration  Statement  on  Form  S-8  of  the  Company  (the
"Registration  Statement")  to be filed  with  the  Securities
and Exchange  Commission  (the  "Commission").  The Shares (i)
have been or may be offered for purchase  and issued  pursuant
to the  Halstead  Energy  Corp.,  Amended  and  Restated  1996
Stock Option Plan (the  "Plan") and a  Consulting  and Warrant
Compensation  Agreement,  dated July 30, 1997,  by and between
the Company and Boulder  Financial  Group (the   "Consultant").
Pursuant  to  the  terms  of  the  Consulting  Agreement,  the
Company   has   agreed  to  issue  to  the   Consultant:   (a)
non-transferable  warrants which are  exercisable to purchase,
an aggregate of 400,000  Shares at an exercise  price equal to
$.41 per Share;  and (b) 50,000  Shares;  and (ii) once issued
pursuant to options  granted  under the  Consulting  Agreement
may be  re-offered  and resold by the  Consultant.  The Shares
issuable  pursuant  to  the  Plan  (i)  have  been  or  may be
offered  for  purchase  and  (ii)  once  issued   pursuant  to
options   granted   under   the   Plan  to   certain   selling
stockholders  may be  re-offered  and  resold by such  selling
stockholders.   This   opinion  is  being   provided  at  your
request  in  connection  with the  filing of the  Registration
Statement.  Capitalized  terms used but not otherwise  defined
herein  shall  have  the  meanings  ascribed  thereto  in  the
Registration  Statement.  I  have  examined  the  Registration
Statement,  the Plan, the Consulting  Agreement,  the Articles
of Incorporation  and By-Laws of the Company,  the proceedings
of the  Board of  Directors  of the  Company  relating  to the
authorization  of the  issuance of the Shares,  and such other
statutes,  certificates,  instruments  and documents  relating
to the Company  and  matters of law as I have deemed  relevant
or  necessary  to the  opinion  as set  forth  below.  In such
examination,    I   have    assumed,    without    independent
investigation,  the genuineness of all  signatures,  the legal
capacity  of all  individuals  who  have  executed  any of the
aforesaid   documents,   the  authenticity  of  all  documents
submitted to me as originals,  the  conformity  with originals
of  all   documents   submitted  to  me  as  copies  (and  the
authenticity  of  the  originals  of  such  copies),  and  all
public  records  reviewed  are accurate  and  complete.  As to
factual  matters,  I have relied on an  officer's  certificate
and  have  not  independently   verified  the  matters  stated
therein.

           Based upon the  foregoing,  I am of the opinion and
so  advise  you  that  the  Shares  when   issued,   sold  and
delivered  upon the  exercise  of any or all of the options in
the   manner   described    included   in   the   Registration
Statement,  are, or when issued and delivered as  contemplated
in the  Registration  Statement and in accordance  with either
the  Plan  or  the  Consulting  Agreement,  will  be,  validly
issued, fully-paid and non-assessable.
<PAGE>

           The opinion  expressed in this letter is solely for
the use of the  Company in  connection  with the  Registration
Statement.  This  opinion  may not be  relied  on by any other
person or in any other  connection  without our prior  written
approval.  The opinion  expressed in this letter is limited to
the matters set forth herein,  and no other opinion  should be
inferred  beyond  the  matters   expressly  stated.  I  hereby
consent  to the  filing of this  opinion  as an exhibit to the
Registration  Statement.  In  giving  this  consent,  I do not
admit  that  I come  within  the  category  of  persons  whose
consent is required  under Section 7 of the  Securities Act or
the  rules  and  regulations  of  the  Commission  promulgated
thereunder.


                               Sincerely,


                               /s/ DENNIS BROVARONE
                               Dennis Brovarone
                               Attorney at Law



<PAGE>


                                                    Exhibit 10

           CONSULTING AND WARRANT COMPENSATION AGREEMENT

      THIS  AGREEMENT,  is executed  and made  effective  this
30th day of July,  1997,  between  Halstead  Energy  Corp.,  a
Nevada  corporation  (the  "Company")  and  Boulder  Financial
Group ("Consultant").

      NOW,   THEREFORE,   in   consideration   of  the  mutual
covenants  and  agreements  contained in this  Agreement,  the
parties hereto agree as follows:

      1.   Consultation.

      The Company  hereby  retains the services of Consultant,
as an  independent  contractor,  which  retention  is accepted
and  agreed to be  performed  by  Consultant,  subject  to and
upon the terms and conditions set forth below.

      2.   Term.

      The  term of this  Agreement  shall  begin  on the  date
hereof,  and shall  continue for a period of one year (or such
longer period as the Company and the  Consultant  may agree in
writing)  unless earlier  terminated by the Company for Cause,
as defined in Section 6.4 hereof.

      3.   Consultant's Status.

      It is understood and agreed that Consultant  shall be at
all  times  and  for all  purposes  hereunder  an  independent
contractor  to the  Company and under no  circumstances  shall
be deemed an  employee,  partner  or joint  venture of or with
the  Company.  Consultant  agrees  that he shall not  directly
or  indirectly  imply  or  represent  to  others,   or  permit
another to imply or  represent to others that  Consultant  has
any  authority  to act for,  represent  or bind the Company in
any matter by virtue of this Agreement.

      4.   Service of Consultant

           4.1. Upon the  request of the  Company,  Consultant
shall  consult  with and advise the  Company  with  respect to
matters    concerning:    (i)   investor    relations;    (ii)
dissemination  of  quarterly  and  annual  reports as filed by
the  Company  with the  Securities  and  Exchange  Commission;
(iii)   communications  with  analysts;   and  (iv)  potential
acquisitions.  Said  services  shall not relate to any capital
raising transaction.

           4.2. Consultant   agrees  to   exercise   its  best
efforts,  skill  and  diligence  in  the  performance  of  its
services  hereunder  and  shall  perform  all  services  in  a
workmanlike fashion.
<PAGE>

           4.3. Throughout   the   term  of  this   Agreement,
Consultant   shall  provide  services  to  the  Company  on  a
part-time  basis and may perform the same or similar  services
for  other  persons  or  entities  not  inconsistent  with its
undertakings hereunder.

      5.   Covenants and Acknowledgments of Consultant.

           5.1. Consultant  covenants  and  agrees  for itself
and its  Affiliates  (hereinafter  defined)  that it will not,
during   the   term   of   this   Agreement   or   thereafter,
communicate,  divulge  or  otherwise  disclose  to  any  other
person,  firm,  association,  or corporation,  or use, without
the express written consent of the Company,  any  Confidential
Information (hereinafter defined) of the Company.

      For   purposes   of   this    Agreement,    Confidential
Information  shall  mean  all  information   relating  to  the
Company or its  subsidiaries  provided  to the  Consultant  in
writing  except  for  that  information  contained  (i) in its
filings  with  Securities  and Exchange  Commission  and prior
press  releases (ii) in a writing  received by the  Consultant
from the Company which is not marked "confidential."

      Consultant   shall  not  make  an  untrue  statement  of
material  fact  regarding  the  Company  or  omit  to  state a
material  fact in the  judgment  of  Consultant  necessary  in
order to make any  statement  regarding  the  Company  made by
the Consultant not misleading,  providing,  however,  that the
Consultant  shall be entitled to rely on (i) reports  filed by
the  Company  with the  Securities  and  Exchange  Commission,
(ii)  written  press  releases  issued by the Company  without
the  Consultant's  advice or  consultation,  and (iii) written
press  releases  issued by the Company  with the  Consultant's
advice  or  consultation  which it has,  based  on  reasonable
investigation,  reasonable  grounds  to believe  and  believes
makes  no  untrue  statement  of a  material  fact and omit to
state no material fact  necessary to make any  statement  made
not misleading.

      6.   Compensation.

           6.1. As  consideration   for  all  services  to  be
rendered by  Consultant  pursuant  to Section 4 above,  and in
lieu  of any  compensation  which  may be  payable  to  either
Creative  Business  Strategies,  Inc.,  (CBS)  or Wall  Street
Financial  (WSF) under their  respective  agreements  with the
Company  dated  February 27, 1997 (and  assuming the waiver by
CBS, and WSF of their respective  rights to such  compensation
simultaneously  herewith),  the  Company  agrees  to  issue to
Consultant   Common  Stock  Purchase   Warrants   ("Warrants")
exercisable  to  purchase  400,000  shares of Common  Stock of
the Company at $.41 per share.

           6.2. All 400,000  Warrants shall be exercisable for
a period  of one  year  commencing  after  the  completion  of
registration  of said shares,  unless the  expiration  date of
the  Warrants  shall be extended to a later date in writing by
the Company.

           6.3. The   warrant   certificates   (the   "Warrant
Certificates")  to be  delivered  pursuant  to this  Agreement
shall  be in the  form  set  forth as  Exhibit  A,  with  such

<PAGE>

appropriate  insertions,  omissions,  substitutions  and other
variations   as  required  or  permitted  by  this   Agreement
(Exhibit A to follow).

           6.4. Notwithstanding  the  foregoing,  the Warrants
described  in Section 6.1 above shall  terminate  and be of no
further  force or effect  if,  prior to their  exercise,  this
Agreement  is  terminated  by the Company  for Cause.  For the
purpose of this  Agreement,  the term "for  Cause"  shall mean
(i)  Consultant   shall  commit  a  material  breach  of  this
Agreement   unless   such   breach   shall  be  cured  by  the
Consultant  within a period of thirty (30) days after  written
notice by the  Company of such  breach,  (ii)  Consultant,  or
its officers,  directors and/or  employees,  are shown to have
engaged in any act of fraud or dishonesty  detrimental  to the
Company,  or its  subsidiaries  or any  of  its  customers  or
clients,  or (iii)  Consultant  has been grossly  negligent in
the performance of its duties or responsibilities hereunder.

      7.   Expenses.

      Consultant  shall be responsible for all of its expenses
related to telephone,  mail, printing, press releases,  broker
meetings,  the  expenses  related to running  its  operations,
including    its    employees,    affiliates,    and   general
administrative  expenses;  provided that the Company agreed to
issue to  Consultant  50,000  shares of the  Company's  Common
Stock,  $.01  par  value,  as the  sole  amount  it  will  pay
Consultant  (or reimburse  Consultant  for) or be  responsible
for in this  regard.  The  Company  will  only be  responsible
for any specific  obligations  it requests the  Consultant  to
do  which  might   include   travel   accommodations,   broker
presentations,  etc. The Company will be  responsible  for all
expenses  related to lodging for said  Consultants to and from
the  Company's  different  facilities  and  to  and  from  any
locations the Company  specifically  requests  Consultants  to
go to.  Otherwise  the  Consultant  will  pay  for  all of its
expenses   related   to  its  work.   The   Company   will  be
responsible  for  providing   copies  of  its  normal  printed
information.

      8.   Registration Rights.

           8.1. On or  before  September  15,  1997 or as soon
thereafter  as  practical,  the  Company  shall  cause  to  be
prepared  and filed with the SEC a  Registration  Statement on
Form  S-8  or  other  appropriate  form  registering  all  the
shares  of  Common  Stock   issuable   upon  exercise  of  the
Warrants and all of the shares of Common Stock  referenced  in
Section 7 above (the "Registration Statement").

           8.2. In connection  with the preparation and filing
of the Registration  Statement,  the Company agrees to (i) use
its best  efforts  to cause  such  Registration  Statement  to
become and remain  effective;  (ii)  prepare and file with the
SEC  such  amendments  and  supplements  to such  Registration
Statement  as may  be  necessary  to  keep  such  Registration
Statement  effective  for the entire  period  warrants  remain
outstanding;  (iii) furnish to the  Consultant  such number of
copies of a prospectus,  in conformity  with the  requirements
of the  Act,  and  such  other  documents  as  Consultant  may
reasonably  request in order to facilitate the  disposition of
the  shares of Common  Stock;  and (iv) use its best  efforts,
at the  Consultant's  request,  to  register  and  qualify the

<PAGE>

shares of such  states  that  Consultant  gives  notice to the
Company,  provided,  however,  that the  Company  shall not be
required in connection  therewith to (i) qualify  generally to
do business in any  jurisdiction  where it would not otherwise
be  required  to qualify;  (ii)  subject  itself to any tax or
obligation  to collect  any tax in any such  jurisdiction,  or
(iii)  consent  to  generally  services  or  process  in  such
jurisdiction  or (iii) consent to general  services or process
in such  jurisdiction,  or (iv) qualify in any state (a) or in
such  number of  states  where the  Company  believes,  in its
reasonable  discretion,  qualification  would be  unreasonably
expensive  or  time  consuming  or (b)  where  its  affiliates
would be required  lock-up their  shares,  cancel any of their
options or take other similar  action.  The Consultant  agrees
to cooperate in all reasonable  respects with the  preparation
and filing of the Registration Statement.

           8.3. All  fees  and  other  expenses   incurred  in
connection  with the  registration  of the  shares  of  Common
Stock  underlying  the Warrants  shall be borne by the Company
(except  fees,  if any, of the  Consultant's  legal  counsel),
including,  without  limitation,  fees of the Company's  legal
counsel,  Securities  and  Exchange  Commission  filing  fees,
printing  costs,  accounting  fees and costs,  transfer  agent
fees and any  other  miscellaneous  costs  and  disbursements.
The  Consultant  shall be liable for any and all  underwriting
discounts,  brokerage  commissions  or other fees or  expenses
incurred in connection  with the sale or other  disposition by
the  Consultant  of the shares of Common Stock  covered by the
Registration Statement.

           8.4. To the extent  permitted  by law,  the Company
will  indemnify  and hold harmless  Consultant,  including its
officers,  directors,  employees, agents, and representatives,
against  any  losses,   claims,   damages,   liabilities,   or
expenses,  including  without  limitation  attorney's fees and
disbursements,  to which  Consultant  may become subject under
the Act to the extent that such losses,  claims,  damages,  or
liabilities  arise out of or are bases upon any  violation  by
the Company of the Act or under the  Securities  Exchange  Act
of 1934,  or any  rule or  regulation  promulgated  thereunder
applicable  to the  Company,  or  arises  out of or are  based
upon any untrue or alleged  untrue  statement  of any material
fact  contained in the  Registration  Statement,  or arise out
of any  violation  by the  Company  of any rule or  regulation
promulgated  under  the  Act  applicable  to the  Company  and
relating  to action or  inaction  required  of the  Company in
connection  with  such   Registration   Statement;   provided,
however,  that  such  indemnity  contained  in this  paragraph
shall  not  apply to any  loss,  damage  or  liability  to the
extent  that  same  arises  out of or is based  upon an untrue
statement   or   omission   made  in   connection   with  such
Registration  Statement  in  reliance  upon and in  conformity
with  information  furnished in writing  expressly  for use in
connection with such Registration Statement by Consultant.

           8.5. Except for the  obligations of the Company set
forth  in  Sections  8.1  and  8.2  above,   all   obligations
relating to compliance  with  applicable  laws and regulations
governing the  distribution  of securities in connection  with
Consultant's  sale of  common  stock of the  Company  acquired
pursuant  to the  exercise of the  Warrants  shall be the sole
obligation of the Consultant.
<PAGE>

      9.   Representations and Warranties of the Consultant.

      The  Consultant  hereby  represents  and warrants to the
Company that there are no  agreements  or binding  obligations
enforceable  against  the  Consultant  which would be violated
by  its  entering   into  this   agreement  or  providing  the
services to be provided hereunder.

      10.  Indemnifications.

           10.1.The  Consultant  agrees to  indemnify,  defend
and  hold  harmless  the  Company,  and  officers,  directors,
shareholders,  agents,  employees (hereafter  "Affiliates") of
the  Company,  attorneys,  successors  and  assigns,  from and
against,  and pay or  reimburse  each of them for, any and all
claims,   losses,   damages,   judgments,   amounts   paid  in
settlement,  costs and  legal,  accounting  or other  expenses
that any of them  may  sustain  or  incur  as a result  of any
misrepresentation,  any  inaccuracy  in, or any breach of, any
warranty  or  representation  or  any  non-performance  of any
covenant  or other  obligation  on the part of the  Consultant
contained in this Agreement.

           10.2.The Company  agrees to  indemnify,  defend and
hold harmless the Consultant,  and its Affiliates,  attorneys,
successors  and  assigns,   from  and  against,   and  pay  or
reimburse  each of them  for,  any  and  all  claims,  losses,
damages,  judgments,  amounts  paid in  settlement,  costs and
legal,  accounting  or  other  expenses  that  any of them may
sustain  or incur as a result  of any  misrepresentation,  any
inaccuracy   in,  or  any   breach   of,   any   warranty   or
representation  or  any  non-performance  of any  covenant  or
other  obligation  on the  part of the  Company  contained  in
this Agreement.

      11.  Attorneys' Fees.

      In the  event  there is any  litigation  or  arbitration
between   the   parties   concerning   this   Agreement,   the
successful  party shall be awarded its  reasonable  attorneys'
fees and  litigations  costs,  including the costs incurred in
the collection of any judgment.

      12.  Notices.

      Any notice, request,  instruction,  or other document to
be given  hereunder  by any party  hereto  to any other  party
hereto  shall be in writing  and  delivered  personally  or by
overnight  courier or sent by  facsimile  transmission,  if to
Consultant to:

                     Boulder Financial Group
                     885 Arapahoe Avenue
                     Boulder, Colorado  80302
                     Attention:  Elizabeth Mandel
<PAGE>

                with a copy to:

                     Gray, Plant, Mooty, Mooty & Bennett
                     3400 City Center
                     33 South 6th Street
                     Minneapolis, Minnesota  55402
                     Attention:  Lindley Branson, Esq.

                if to the Company:

                     Halstead Energy Corp.
                     33 Hubbells Drive
                     Mt. Kisco, New York  10059
                     Attention:  Claire E. Tarricone

                with a copy to:

                     Halstead Energy Corp.
                     33 Hubbells Drive
                     Mt. Kisco, New York  10059
                     Attention:  Larry Hughes, Esq.

      or at such other  address  for a party as  specified  by
like notice.

      13.  Partial Invalidity.

      If any  provisions of this Agreement are in violation of
any  statute or rule of law of any state or  district in which
it may be sought to be enforced,  then such  provisions  shall
be deemed  null and void only to the  extent  that they may be
in violation thereof,  but without  invalidating the remaining
provisions.

      14.  Non-Assignability.

           14.1.The  obligations  of the Consultant to perform
hereunder   shall  not  be  assignable  by  it  without  prior
written consent of the Company.

           14.2.This  Agreement  shall  be  binding  upon  the
respective  parties hereto and their  successors and permitted
assigns.

      15.  Waiver.

      No  waiver of any  breach of any one of the  agreements,
terms,  conditions  or  covenants  of  this  Agreement  by the
Company  shall be  deemed to imply or  constitute  a waiver of
any other  agreement,  term,  condition  or  covenant  of this
Agreement.  The  failure  of either  party to insist on strict
performance  of any  agreement,  term,  condition or covenant,

<PAGE>

herein set forth,  shall not  constitute  or become  construed
as a waiver of the  right of  either  or the other  thereafter
to  enforce  any  other  default  of  such  agreement,   term,
condition  or covenant,  neither  shall such failure to insist
upon  strict  performance  be  deemed  sufficient  grounds  to
enable  either  party hereto to forego or subvert or otherwise
disregard  any other  agreement,  term,  condition or covenant
of this Agreement.

      16.  Governing Law.

      This  Agreement and the rights and duties of the parties
shall be  construed  enforced in  accordance  with the laws of
the State of Colorado.

      17.  Fax Counterparts.

      This  Agreement  may be executed  by telex,  telecopy or
other    facsimile    transmission,    and   such    facsimile
transmission  shall be valid and  binding  to the same  extent
as if it were an  original.  Further,  this  Agreement  may be
signed in one or more  counterparts,  all of which  when taken
together shall constitute the same document.

      18.  Entire Agreement.

      This Agreement  constitutes the entire  agreement of the
parties  hereto  with  respect to the subject  matter  hereof.
There  are  no  representations,   warranties,  conditions  or
obligations  except  as  herein  specifically   provided.  Any
amendment or modification hereof must be in writing.

      IN WITNESS  WHEREOF,  the parties to this Agreement have
duly  executed  this  Agreement  effective on the day and year
first above written.

                           HALSTEAD ENERGY CORPORATION


                           By: /s/ Claire S. Tarricone, President
                               Claire S. Tarricone
                               President



                           BOULDER FINANCIAL GROUP


                           By: /s/ Elizabeth R. Mandell, Managing Partner
                               Elizabeth R. Mandell, Managing Partner



<PAGE>




            SERVICES PROVIDED BY BOULDER FINANCIAL GROUP



      1.   Daily   communication  with  existing  brokers
           that are active in the Company's stock.

      2.   Introducing  our  existing  broker  network to
           the Company.

      3.   Research  and  develop new  relationship  with
           brokers   and    investment    banking   firms
           interested in retailing the Company's stock.

      4.   Development   of  a  high   quality   investor
           package  on  the  Company  to be  sent  out to
           brokers and institutional investors.

      5.   Communicate  with research  analyst(s) to
           write  research  reports  on the  Company  and
           distribute with investor package.

      6.   Develop a  corporate  profile  and  include in
           investor package.

      7.   Mail,  at our own expense,  investor  packages
           to interested brokers for the Company.

      8.   Meet with  brokers in  different  parts of the
           country to introduce the Company.

      9.   Distribute   news  releases  and  updates
           from the Company.




<PAGE>
 

                                                  Exhibit 23.2



                      GOLDMAN & MURPHY, L.L.P.
                    Certified Public Accountants

      September 10, 1997

      The Board of Directors
      Halstead Energy Corp.
      33 Hubbells Drive
      Mount Kisco, New York 10549


      We consent to the use of our report  incorporated herein
by  reference  and to the  reference  to our  firm  under  the
heading "Experts" in the prospectus.


                                 /s/  Goldman  &  Murphy, L.L.P.
                                      Goldman  &  Murphy, L.L.P.
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 84563}]
{"company-data": {"conformed-name": "HALSTEAD ENERGY CORP", "cik": "0000791350", "assigned-sic": "5900", "irs-number": "870446395", "state-of-incorporation": "NV", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "file-number": "333-35335", "film-number": "97678575"}, "business-address": {"street1": "33 HUBBELLS DRIVE", "city": "MOUNT KISCO", "state": "NY", "zip": "10549", "phone": "9146663200"}, "mail-address": {"street1": "33 HUBBELLS DR", "city": "MT KISCO", "state": "NY", "zip": "10549"}, "former-company": [{"former-conformed-name": "LMD ACQUISITIONS INC", "date-changed": "19920703"}, {"former-conformed-name": "TECHNICAL ANALYSIS INC", "date-changed": "19870811"}]}
Securities and Exchange Commission
450 Fifth Street
Washington, D.C.

Dear Sir:

The Registration Fee in the amount of $417.00 was wired
to the SEC account at Mellon Bank.  The federal reference
number to confirm the receipt of funds is 3421.  Please
call if you have any questions or problems.  

Very truly yours,

/s/ Marta L. Michel
Marta L. Michel
(212) 835-6167
As filed with the Securities and Exchange Commission on
                        September 10, 1997
===================================================================

                                     Registration No: 333-_________
===================================================================
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549
                          _______________

                             FORM S-8

                      REGISTRATION STATEMENT
                               Under
                    THE SECURITIES ACT OF 1933
                          _______________

                       Halstead Energy Corp.
      (Exact Name of Registrant as Specified in its Charter)
                          _______________

         Nevada                                    87-0446395
    (State or Other                             (I.R.S. Employer
    Jurisdiction of                           Identification No.)
    Incorporation or
     Organization)
                          _______________

                       Halstead Energy Corp.
                         33 Hubbells Drive
                     Mt. Kisco, New York 10549
             (Address of Principal Executive Offices)
                          _______________

 Halstead Energy Corp. Amended and Restated 1996 Stock Option Plan
                     (Full Title of the Plan)
                          _______________

                         Claire E. Tarricone
                              President
                        Halstead Energy Corp.
                          33 Hubbells Drive
                      Mt. Kisco, New York 10549
                            (914) 666-3200
     (Name, Address, Including Zip Code, and Telephone Number,
            Including Area Code, of Agents for Service)
                          _______________

                     CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------
                                Proposed    Proposed
    Title of       Amount to     Maximum     Maximum     Amount of
   Securities         be        Offering    Aggregate   Registration
to be Registered  Registered      Price     Offering      Fee(2)
                      (1)          Per       Price(2)
                                Share(2)
- ---------------------------------------------------------------------
- ---------------------------------------------------------------------
  Common Stock     1,100,000      $1.25     $1,375,000     $.417
- ---------------------------------------------------------------------

(1)  Represents  shares of Common  Stock  issuable  to the  Boulder
    Financial  Group (the  "Consultant")  pursuant  to the terms of
    the   Consulting  and  Warrant   Compensation   Agreement  (the
    "Consulting  Agreement")  by and  between  the  Company and the
    Consultant,  which issuance is to occur on or after the time of
    filing and  effectiveness  of this  Registration  Statement  on
    Form S-8 and includes the shares of common stock  issuable upon
    exercise  of  the   above-referenced   options.   In  addition,
    pursuant  to Rule  416(c),  this  Registration  Statement  also
    covers an  indeterminate  amount  of  interests  as may  become
    issuable  pursuant to the  provisions  of the  Halstead  Energy
    Corp.  Amended and Restated  1996 Stock  Option Plan  described
    herein.

(2) Pursuant to Rule 457(c),  the proposed  maximum  offering price
    per  share,  proposed  maximum  aggregate  offering  price  and
    amount of registration  fee are based upon the basis of the bid
    and asked price within a five  business  days prior to the date
    of the filing.

 
===================================================================
PART I

        INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.    Plan Information

      In addition to the  securities  offered  pursuant to the
Halstead  Energy  Corp.,   Amended  and  Restated  1996  Stock
Option Plan (the "Plan"),  which general plan  information  is
not  required  to be filed with the  Securities  and  Exchange
Commission  (the  "Commission")  this  Registration  Statement
(the  "Registration  Statement")  relates to the  issuance  of
common stock  purchase  warrants (the  "Warrants")  and shares
of common  stock,  par value  $.001  per  share  (the  "Common
Stock") of Halstead  Energy Corp.  (the  "Company") to Boulder
Financial Group (the  "Consultant)  pursuant to the terms of a
Consulting  and  Warrant  Compensation  Agreement,  dated July
30, 1997, by and between the Company and the  Consultant  (the
"Consulting   Agreement").   Pursuant  to  the  terms  of  the
Consulting  Agreement,  the Company has agreed to issue to the
Consultant:   (a)  the  Options,   which  are  exercisable  to
purchase,  an aggregate  of 400,000  shares of Common Stock at
an  exercise  price  equal to $.41 per  share;  and (b) 50,000
shares  of  Common  Stock  in  exchange  for the  Consultant's
providing  certain  marketing and  consulting  services to the
Company.  Pursuant to the terms of the  Consulting  Agreement,
the  initial  term  of  the  Consulting  Agreement  is  twelve
months, subject to termination by the Company for cause.

      The foregoing  information relating to the provisions of
the  Consulting  Agreement  is  intended  to provide a summary
thereof and does not purport to be a complete  description  of
the  Consulting  Agreement.  Such  summary  should  be read in
conjunction  with  the  Consulting  Agreement  which  has been
filed as  Exhibit  10  hereto  and is  incorporated  herein by
reference in its entirety.

Item  2.  Registrant  Information  and  Employee  Plan  Annual
Information.

      The  Consultant  has been  provided  with  copies of the
documents  incorporated  herein by  reference in Part II: Item
3 hereof and has been  advised by the Company in writing  that
such  documents   will  continue  to  be  available,   without
charge,  to  the  Consultant  upon  the  Consultant's  written
request to the Company at its  offices at 33  Hubbells  Drive,
Mt. Kisco, New York 10549 (Phone: 914-666-3200).
PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

      The following  documents  have been filed by the Company
with  the   Commission   and  are   incorporated   herein   by
reference:

      (a)  Annual Report on Form 10-KSB dated August 31, 1996;

      (b)  Quarterly  Reports on Form 10-QSB for the  quarters
ended November 30, 1996, February 28 and May 31, 1997; and

      (c)  the  description  of  the  Company's  Common  Stock
contained  in its  Registration  Statement  on Form SB-2 dated
November  17,  1993,  and  including  any  amendment or report
heretofore  or  hereafter  filed for the  purpose of  updating
the  description  of  the  Company's  Common  Stock  contained
therein.

      All documents filed by the Company  pursuant to Sections
13(a),  13(c),  14 or 15(d) of the Securities  Exchange Act of
1934  (the  "Exchange  Act")  subsequent  to the  date of this
registration   statement   and  prior  to  the   filing  of  a
post-effective  amendment  which indicates that all securities
offered  have been sold or which  deregisters  all  securities
remaining  unsold  shall  be  deemed  to  be  incorporated  by
reference    into    this    registration    statement    (the
"Registration  Statement")  and to be a part  hereof  from the
date of  filing of such  documents.  Any  statement  contained
in a document  incorporated  or deemed to be  incorporated  by
reference   herein   shall  be  deemed  to  be   modified   or
superseded  for  purposes of this  Registration  Statement  to
the extent that a statement  contained  herein or in any other
subsequently  filed  document which also is or is deemed to be
incorporated  by reference  herein modifies or supersedes such
statement.  The  documents  required  to  be  so  modified  or
superseded  shall  not be  deemed,  except as so  modified  or
superseded,   to  constitute  a  part  of  this   Registration
Statement.

Item 4.    Description of Securities.

      Not required.

Item 5.    Interests of Named Experts and Counsel.

      No expert or counsel  was hired on a  contingent  basis,
will  receive any direct or indirect  interest in the Company,
or was a  promoter,  underwriter,  voting  trustee,  director,
officer or employee of the Company.
Item 6.    Indemnification of Directors and Officers.

      Under the Nevada General  Corporation  Law the ("NGCL"),
as amended,  the Company  may  indemnify a director,  officer,
employee  or agent of the  Company who was or is a party or is
threatened  to  be  made  a  party  to  an  action,   suit  or
proceeding,  whether  civil,  criminal  or  administrative  or
investigative,  except  an  action  by or in the  right of the
Company, against expenses,  judgments,  fines and amounts paid
in  settlement  of  claims  brought  against  the  party if he
acted  lawfully,  in good  faith  and in  what  he  reasonably
believed to be in the best  interests of the  Company.  If the
director,  officer,  employee  or  agent  of  the  Company  is
successful  on the  merits  or  otherwise  in  defense  of any
action,  proceeding  or in  defense  of any  claim,  issue  or
matter  therein,  the  Company is required  to  indemnify  the
party against expenses actually and reasonably incurred.

      Under  the  NGCL,  the  Company  may  also  indemnify  a
director,  officer,  employee  or agent of the Company who was
or is a  party  or is  threatened  to be  made a  party  to an
action  or suit by or in the  right  of the  Company,  against
expenses,  judgments,  fines and amounts paid in settlement of
claims  brought  against  the party if he acted in good  faith
and  in  what  he  reasonably  believed  to  be  in  the  best
interests of the Company. If the director,  officer,  employee
or  agent  of the  Company  is  successful  on the  merits  or
otherwise in defense of any action,  proceeding  or in defense
of  any  claim,  issue  or  matter  therein,  the  Company  is
required to  indemnify  the party  against  expenses  actually
and reasonably incurred.

Item 7.    Exemption From Registration Claimed.

      Not applicable.

Item 8.    Exhibits.

      Exhibit
      Number    Description

      4         Halstead  Energy  Corp.  Amended and  Restated
                1996 Stock Option Plan

      5         Opinion of Dennis  Brovarone,  Attorney at Law
                (contains Consent of Counsel).

      10        Consulting and Warrant Compensation Agreement.

      23.1      Consent of Dennis  Brovarone,  Attorney at Law
                contained in Exhibit 5).

      23.2      Consent of Goldman & Murphy, L.L.P.

Item 9.    Undertakings.

(a)   The undersigned registrant hereby undertakes to:
(1)  file,  during any period in which  offers
      or  sales  are   being   made,   a   post-effective
      amendment to this registration statement to:

                (i)  include      any     prospectus
           required    by   section    10(a)(3)   of
           Securities  Act of 1933,  as amended (the
           "Securities Act");

                (ii)  reflect  in the prospectus any
           facts  or   events   arising   after  the
           effective   date  of  this   registration
           statement    (or    the    most    recent
           post-effective  amendment thereof) which,
           individually   or   in   the   aggregate,
           represent  a  fundamental  change  in the
           information    set    forth    in    this
           registration  statement.  Notwithstanding
           the  foregoing,  any increase or decrease
           in volume of  securities  offered (if the
           total dollar value of securities  offered
           would   not   exceed   that   which   was
           registered)  and any  deviation  from the
           high or low end of the estimated  maximum
           offering  range may be  reflected  in the
           form  of   prospectus   filed   with  the
           Commission  pursuant  to Rule  424(b) if,
           in the  aggregate,  the changes in volume
           and  price  represent  no  more  than  20
           percent  change in the maximum  aggregate
           offering   price   set   forth   in   the
           "Calculation of  Registration  Fee" table
           in the effective Registration  Statement;
           and

                (iii)  include   any  additional  or
           changed material  information on the plan
           of distribution not previously  disclosed
           in  the  registration  statement  or  any
           material  change to such  information  in
           the registration statement.

      PROVIDED  HOWEVER,  that paragraphs  (a)(1)(i)
      and   (a)(1)(ii)   do   not   apply   if   the
      information  required  to  be  included  in  a
      post-effective  amendment by those  paragraphs
      is  contained  in  periodic  reports  filed by
      the Company  pursuant to Section 13 or Section
      15(d)  of the  Exchange  Act of 1934  that are
      incorporated by reference in the  Registration
      Statement.

           (2)  for  the  purpose  of   determining   any
      liability  under the  Securities  Act,  treat  each
      such    post-effective    amendment    as   a   new
      registration  statement of the securities  offered,
      and the offering of the  securities at that time to
      be the initial bona fide offering.

           (3)  file  a   post-effective   amendment   to
      remove  from  registration  any of  the  securities
      that  remain  unsold  at  the  termination  of  the
      offering.
(b)   The undersigned  registrant  hereby undertakes that, for
      purposes  of   determining   any  liability   under  the
      Securities Act, each filing of the  registrant's  annual
      report  pursuant  to section  13(a) or section  15(d) of
      the Exchange Act (and, where applicable,  each filing of
      an employee  benefit  plan's annual  report  pursuant to
      section 15(d) of the Exchange Act) that is  incorporated
      by  reference  in the  Registration  Statement  shall be
      deemed to be a new  registration  statement  relating to
      the  securities  offered  therein,  and the  offering of
      such  securities  at that time shall be deemed to be the
      initial bona fide offering thereof.

(c)   Insofar  as  indemnification   for  liabilities  arising
      under the  Securities Act may be permitted to directors,
      officers and  controlling  persons of the small business
      issuer   pursuant  to  the  foregoing   provisions,   or
      otherwise,  the small  business  issuer has been advised
      that   in   the   opinion   of   the   Commission   such
      indemnification  is against  public  policy as expressed
      in   the    Securities    Act   and    is,    therefore,
      unenforceable.   In  the   event   that  a   claim   for
      indemnification  against  such  liabilities  (other than
      the  payment by the small  business  issuer of  expenses
      incurred or paid by a director,  officer or  controlling
      person of the small  business  issuer in the  successful
      defense of any action,  suit or  proceeding) is asserted
      by such  director,  officer  or  controlling  person  in
      connection  with the securities  being  registered,  the
      small  business  issuer  will,  unless in the opinion of
      its counsel the matter has been  settled by  controlling
      precedent,    submit   to   a   court   of   appropriate
      jurisdiction the question  whether such  indemnification
      by it is  against  public  policy  as  expressed  in the
      Securities  Act  and  will  be  governed  by  the  final
      adjudication of such issue.
SIGNATURES

      Pursuant to the  requirements of the Securities Act, the
registrant   certifies  that  it  has  reasonable  grounds  to
believe  that it meets all of the  requirements  for filing on
Form S-8 and has duly caused this  Registration  Statement  to
be signed on its  behalf by the  undersigned,  thereunto  duly
authorized,  in the City of Mt. Kisco,  New York, on this 10th
day of September, 1997.

                                 HALSTEAD ENERGY CORP.

                           By:  /s/ Claire E. Tarricone   
                               Claire E. Tarricone
                               President

      Pursuant  to the  requirements  of the  Securities  Act,
this  Registration  Statement has been signed by the following
persons in the capacities and on the dates indicated.

       /s/  Claire E. Tarricone    President and Director    September 10, 1997
       Claire E. Tarricone

       /s/  Joseph A. Tarricone    Vice President, Treasurer September 10, 1997
       Joseph A. Tarricone         and Director

       /s/  Anthony J. Tarricone   Vice President,Secretary  September 10, 1997
      Anthony J. Tarricone         and Director
EXHIBIT INDEX

      Exhibit
      Number    Description

      4         Halstead  Energy  Corp.  Amended and  Restated
                1996 Stock Option Plan

      5         Opinion of Dennis  Brovarone,  Attorney at Law
                (contains Consent of Counsel).

      10        Consulting and Warrant Compensation Agreement.

      23.1      Consent of Dennis  Brovarone,  Attorney at Law
                (contained in Exhibit 5).

      23.2      Consent of Goldman & Murphy, L.L.P.
Exhibit 4
                       HALSTEAD ENERGY CORP.
                     1996 STOCK INCENTIVE PLAN

          AS ESTABLISHED EFFECTIVE AS OF JANUARY 10, 1996
   (AND AS AMENDED AND RESTATED EFFECTIVE AS OF DECEMBER 1, 1996)

                             ARTICLE I

                              Purpose

      This 1996 Stock  Incentive Plan (the "Plan") is intended
as an incentive and to encourage  stock  ownership by officers
and  certain  other   employees  of  and  consultants  to  the
Company,  other  than  non-employee  directors,  in  order  to
increase   their   proprietary   interest  in  the   Company's
continued  growth and success and to encourage  such employees
to remain in the employ of and such  consultants  to  continue
to render services to the Company.

      It is intended that certain  Options  granted under this
Plan will  qualify as  Incentive  Stock  Options.  The Company
makes no  warranty as to the  qualification  of any Options as
Incentive Stock Options.

      The Plan was  established  effective  as of  January 10,
1996,  and is hereby  amended  and  restated  effective  as of
November 13, 1996.

                             ARTICLE II

                            Definitions

      As used  herein,  the  following  terms  shall  have the
following respective meanings:

      (a)  "Board" or "Board of Directors"  means the Board of
Directors of the Company, as constituted from time to time.

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

      (c)  "Code"  means the United  States  Internal  Revenue
Code of 1986, as amended.

      (d)  "Committee"  means  (i) a  committee  of two (2) or
more  directors  appointed  from  time to time by the Board of
Directors to administer  the Plan  pursuant to the  provisions
of Article III below or (ii) the Board.

      (e)  "Company"  means  Halstead  Energy Corp.,  a Nevada
corporation,   or  its   subsidiaries   and  their  respective
successors and assigns.
(f)  "Exchange  Act" means the United States  Securities
Exchange Act of 1934, as amended from time to time.

      (g)  "Fair Market  Value" on a particular  date means as
follows:

           (i)  if  the  Company's  Stock  is  listed  on  any
exchange,  the  mean  between  the  highest  and  lowest  sale
prices  reported as having  occurred on any  exchange on which
the  Company's  Stock may be listed  and traded on the date in
question,  or, if there is no such sale on that date,  then on
the last preceding date on which such a sale was reported; or

           (ii) if the  Company's  Stock is not  listed on any
exchange  but the  Stock  is  quoted  in the  National  Market
System  of the  National  Association  of  Securities  Dealers
Automated  Quotation  System  ("NASDAQ") on a last sale basis,
the mean  between the high and low sale price  reported on the
date in  question,  or, if there is no such sale on that date,
then  on  the  last   preceding  date  on  which  a  sale  was
reported; or

          (iii) if the  Stock is not  quoted  on  NASDAQ  on a
last  sale  basis,  the mean  between  the  highest  asked and
lowest bid  prices  for such  Stock for the date in  question,
or,  if there  are no  transactions  in the Stock on that day,
then on the last  preceding  date on which  such  transactions
occurred; or

           (iv) in all other cases,  the amount  determined by
the  Committee  to be the fair market  value based upon a good
faith  attempt to value the Stock  accurately  and computed in
accordance  with  applicable  regulations of the United States
Internal Revenue Service.

      (h)  "Incentive   Stock   Options"  mean  those  Options
granted under the Plan that the  Committee  intends to qualify
as "incentive stock options" under Section 422 of the Code.

      (i)  "Non-Qualified  Stock  Options"  mean those Options
granted  under the Plan  which the  Committee  does not intend
to qualify as Incentive Stock Options.

      (j)  "Option"  or  "Options"  means  the  stock  options
granted under the Plan.

      (k)  "Participants"   means  those  officers,   employee
directors,    employees    and    consultants    (other   than
non-employee  directors) who hold positions of  responsibility
and whose performance,  in the judgment of the Committee,  can
have a significant effect upon the Company's success.

      (l)  "Restricted  Stock" means shares of Stock issued or
transferred  to a Participant  pursuant to a Restricted  Stock
Award.

      (m)  "Restricted  Stock  Award"  means  shares  of Stock
issued or transferred  to a Participant  and which will become
free of  restrictions  specified by the Committee if continued
employment  and/or other performance  objectives  specified by
the Committee are attained.
(n)  "Rights" mean stocks  appreciation  rights  granted
under the Plan.

      (o)  "SEC  Rule   16b-3"   means   Rule   16b-3  of  the
Securities  and  Exchange  Commission  promulgated  under  the
Exchange  Act,  as such rule or any  successor  rule may be in
effect from time to time.

      (p)  "Secretary"  means  the  Secretary  of the  Company
serving from time to time.

      (q)  "Securities  Exchange  Commission" means the United
States  Securities  and Exchange  Commission  or any successor
organization.

      (r)  "Stock  Bonus  Awards"  means  stock  bonus  awards
granted under the Plan.

                            ARTICLE III

                           Administration

      The Plan  shall be  administered  by the  Committee.  No
person  shall be  appointed  to or shall  serve as a member of
the  Committee  unless  at the  time of such  appointment  and
service he shall be a  "non-employee  director," as defined in
SEC Rule 16b-3 and an  "outside  director"  within the meaning
of  Section  162(m)(4)(c)of  the  Code.   Notwithstanding  the
foregoing,  the  Board  may,  in its  discretion,  reserve  to
itself any or all of the authority and  responsibility  of the
Committee.  To the  extent  the Board  reserves  to itself any
such  authority and  responsibility,  the term  "Committee" as
used in this Plan shall be deemed to refer to the Board.

      Subject to the  provisions of the Plan, the Board or the
Committee   shall  have  sole   authority,   in  its  absolute
discretion:  (a) to determine which of the eligible  officers,
employees  and  consultants  of the  Company  shall be granted
Options,  Rights or Stock Bonus  Awards;  (b) to authorize the
granting  of  Incentive  Stock  Options,  Non-Qualified  Stock
Options,  Rights and Stock Bonus Awards;  (c) to determine the
times when  Options,  Rights or Stock  Bonus  Awards  shall be
granted  and the  number of shares to be  optioned  or subject
to such grant;  (d) to determine  the  consideration  received
or to be received  by the  Company in  exchange  for the grant
of  Options or other  awards  hereunder,  the option  price of
the  shares  subject  to each  Option  or Right,  which  price
shall be not less  than the  minimum  specified  in  ARTICLE V
hereof;  (e) to determine  the time or times when each Option,
Right or Stock Bonus  Award  becomes  exercisable  (whether in
whole or in part),  the  duration of the  exercise  period and
any other  restrictions  on the  exercise of Options or Rights
issued  hereunder;  (f) to prescribe  the form or forms of the
agreements  under the Plan (which  forms  shall be  consistent
with the  terms of the  Plan but need not be  identical);  (g)
to adopt,  amend and rescind  such rules and  regulations  as,
in its  opinion,  may be advisable  in the  administration  of
the Plan;  and (h) to construe  and  interpret  the Plan,  the
rules and  regulations  and the agreements  under the Plan and
to  make  all  other   determinations   deemed   necessary  or
advisable   for   the   administration   of  the   Plan.   All
decisions,  determinations  and  interpretations  by the Board
or the  Committee,  as the  case may be,  shall  be final  and
binding on all Participants  and their  respective  successors
and assigns and all persons claiming under or through them.

      Any    provision   of   the   Plan   to   the   contrary
notwithstanding,  (a)  transactions  by  or  with  respect  to
officers  and  directors  are  intended  to  comply  with  any
applicable  conditions  of SEC Rule 16b-3  unless the Board or
the Committee determines  otherwise;  and (b) any provision of
the  Plan  that  would  prevent  any  transaction  by or  with
respect to an  officer or  director  from  complying  with any
applicable  condition  of SEC Rule  16b-3 with which the Board
or the Committee  intends such transaction to comply,  or that
would  prevent  any  transaction  by  or  with  respect  to an
officer or director from  qualifying  for any  exemption  from
Section  16 of the  Exchange  Act for  which  the Board or the
Committee  intends such transaction to qualify  (including SEC
Rule   16b-3),   shall  be   administered,   interpreted   and
construed to carry out such  intention and any provision  that
cannot be so  administered,  interpreted  and construed  shall
to that extent be disregarded.

                             ARTICLE IV

                     Stock Subject to the Plan

      Under  the  Plan,  the  total  number of shares of Stock
which may be purchased  pursuant to Options or  available  for
Stock  Bonus  Awards   granted  under  the  Plan  or  acquired
pursuant  to the  exercise  of Rights  granted  under the Plan
shall  not  exceed,  in  the  aggregate,   Six  Hundred  Fifty
Thousand  (650,000)  shares,  except as such  number of shares
shall  be  adjusted  in  accordance  with  the  provisions  of
ARTICLE  XII  hereof.   The  maximum  number  of  shares  with
respect to which  Options or Rights may be granted  during any
year to any  employee  under the Plan is 50% of the  number of
shares  available  for grant  under the Plan.  The stock to be
issued under the Plan may be  authorized  but unissued  Stock,
treasury   shares   of  Stock,   including   shares  of  Stock
purchased  in the  open  market  or in  private  transactions,
shares  of  Stock  issued  or  transferred  to,  or  otherwise
acquired by, a grantor  trust  pursuant to the next  sentence,
or a  combination  of each,  as the Board or the Committee may
from time to time  determine.  The Board or the  Committee may
(but  need not)  provide  at any time or from time to time for
a number  of  shares  of  Stock,  equal to the  number of such
shares  subject to options then  outstanding  under this Plan,
to be issued or  transferred  to,  or  acquired  by, a grantor
trust   for  the   purpose   of   satisfying   the   Company's
obligations  under such  options,  and,  unless  prohibited by
applicable   law,   such   shares   held  in  trust  shall  be
considered  authorized  and issued  shares with full  dividend
and voting rights,  notwithstanding  that the options to which
such shares relate may not be exercisable at that time.

      The  number of shares  of Stock  available  for grant of
Options,  Rights or Stock  Bonus  Awards  under the Plan shall
be  decreased  by the sum of the number of shares with respect
to which  Options,  Rights  or Stock  Bonus  Awards  have been
issued  and are then  outstanding  and the  number  of  shares
issued upon  exercise  of  Options.  Shares of Stock which are
subject  to  Rights  linked  with  related  Options  shall  be
counted only once in  determining  whether the maximum  number
of shares of Stock which may be  purchased  or acquired  under
the Plan has been  exceeded.  If any  shares of Stock  subject
to an Option,  Right or Stock  Bonus Award shall not be issued
or   transferred   and   shall   cease  to  be   issuable   or
transferable because of the termination,  in whole or in part,
of such  Option,  Right or Stock  Bonus Award or for any other
reason,  or if  any  such  shares  shall,  after  issuance  or
transfer,   be  reacquired   by  the  Company   because  of  a
Participant's   failure   to   comply   with  the   terms  and
conditions  of a Stock Bonus  Award,  or if the Company  shall
pay cash in lieu of issuing  shares of Stock  upon  settlement
of an Option,  Right or Stock Bonus  Award,  the shares not so
issued or  transferred,  or the  shares so  reacquired  by the
Company,  as the  case  may be,  shall no  longer  be  charged
against  the  number of shares  of Stock  subject  to the Plan
and may  again be made  subject  to  Options,  Rights or Stock
Bonus Awards.

                             ARTICLE V

                            Option Price

      In the case of each  Non-Qualified  Stock Option granted
under the Plan,  the Option price shall be  determined  by the
Committee.   In  the  case  of  each  Incentive  Stock  Option
granted  under the Plan,  the Option  price  shall be not less
than  the  Fair  Market  Value  of the  Stock  at the time the
Option was  granted.  In no event  shall the  Option  price be
less than the par value per share of Stock.

                             ARTICLE VI

       Exercise and Terms of Options, Rights and Stock Bonus 
                            Awards

      Options may be granted  for such  lawful  consideration,
including  money or other  property,  tangible or  intangible,
or  labor  or  services  received  or to be  received  by  the
Company,  as the Committee  may  determine  when the Option is
granted.  Property  for  purposes  of the  preceding  sentence
shall include an obligation of the Company  unless  prohibited
by  applicable  law. The  Committee  shall  determine the date
or dates after  which  Options or Rights may be  exercised  or
Stock Bonus  Awards  become  vested,  in whole or in part.  If
an  Option  or Right is  exercisable  or a Stock  Bonus  Award
becomes  vested  in  installments,  installments  or  portions
thereof which are  exercisable  and not exercised shall remain
exercisable.  The Committee  may, at any time,  accelerate the
date  on  which  an  Option   becomes   exercisable,   and  no
additional  consideration  need be  received by the Company in
exchange for such acceleration.

      Any  other  provision  of the Plan  notwithstanding,  no
Option or Right shall be  exercisable  after the date ten (10)
years   from  the  date  of   grant   of  such   Option   (the
"Termination  Date").  If,  prior to the  Termination  Date, a
Participant  shall  cease to be  employed  by the  Company and
its  parent  or  subsidiary   corporations   (other  than  for
termination  without  cause or other  than by  reason of death
or  permanent  and total  disability  within  the  meaning  of
Section  22(e)(3) of the Code),  each Option and Right held by
such  Participant  will  remain  exercisable  for a period not
extending   beyond   three  (3)  months   after  the  date  of
cessation  of  employment  to the extent  such Option or Right
was  exercisable at the time of cessation of  employment.  If,
prior to the  Termination  Date, a Participant  shall cease to
be  employed  by the  Company  or  its  parent  or  subsidiary
corporations  by reason of a  permanent  and total  disability
within  the  meaning  of  Section  22(e)(3)  of the Code,  the
Option or Right  granted  hereunder  will  remain  exercisable
for a period  not  extending  beyond  one (1) year  after  the
date  of  cessation  of   employment  to  the  extent  it  was
exercisable  at the time of  cessation of  employment.  In the
event of the death of a Participant  prior to the  Termination
Date and  while  employed  by the  Company  or its  parent  or
subsidiary  corporations  or while  entitled  to  exercise  an
Option or Right  pursuant to the  preceding  sentences of this
paragraph,  the Option or Right granted  hereunder may provide
that it will  remain  exercisable  at any  time  prior  to the
Termination  Date,  but in no  event  later  than one (1) year
from the date of death,  by the  person or persons to whom the
Participant's  rights under the Option or Right pass  pursuant
to the Plan to the extent that the  Participant  was  entitled
to exercise it on the date of death.

      The  Committee  may specify,  at the time of grant of an
Inventive  Stock  Option or, with  respect to a  Non-Statutory
Stock  Option,   at  or  after  the  time  of  grant,  that  a
Participant  shall be granted a Non-Statutory  Stock Option (a
"Restored   Option")   if  and  when   (i)  such   Participant
exercises  all or part of an Option,  including  a  previously
granted   Restored   Option,   (an   "Original   Option")   by
surrendering  shares of Common Stock  already  owned by him in
full  or  partial  payment  of the  option  price  under  such
Original  Option  and/or  (ii)  shares  of  Common  Stock  are
surrendered  or withheld to satisfy tax  obligations  incident
to  the  exercise  of  such  Original  Option.   All  Restored
Options  shall be  subject  to the  availability  of shares of
Common  Stock under the Plan at the time of such  exercise.  A
Restored  Option  shall  cover a number  of  shares  of Common
Stock not  greater  than the number of shares of Common  Stock
surrendered   in  payment  of  the  option  price  under  such
Original  Option  and/or  used to satisfy  any tax  obligation
incident  to  the  exercise  of  such  Original  Option.  Each
Restored  Option  shall have an option price equal to the Fair
Market  Value of the Common  Stock on the date of grant of the
Restored  Option  and shall  expire on the  stated  expiration
date  of  the  Original  Option.   The  date  of  grant  of  a
Restored  Option  shall be the date on which the  exercise  of
the Original  Option or a previously  granted  Restored Option
resulted  in the grant of such  Restored  Option.  A  Restored
Option  shall be  exercisable  at any  time  and from  time to
time  from or after the date of grant of the  Restored  Option
(or as the Committee in its sole  discretion  shall  otherwise
specify in the  written  instrument  evidencing  the  Restored
Option).   The  written   instrument   evidencing  a  Restored
Option shall  contain such other terms and  conditions,  which
may  include  a  restriction  on  the  transferability  of the
Common  Stock  received  upon  the  exercise  of the  Original
Option  or  Restored  Option,  as the  Committee  in its  sole
discretion may deem desirable.

      Each  stock  option  may but  need not  provide  for the
payment to the Participant,  in either cash or shares,  as the
Committee may  determine,  of an amount equal to the dividends
that  would  have  been  paid  on the  shares  subject  to the
option if such  shares had been  outstanding  from the date on
which the stock option was granted and if such  dividends  had
been  reinvested  in  additional  shares of the  Company.  The
Participant's  entitlement  to receive any such cash or shares
may but need not be contingent on the  Participant's  exercise
of the option, as the Committee may determine.
ARTICLE VII

                  Special Provisions Applicable to
                    Incentive Stock Options Only

      Incentive  Stock  Options  may be  granted  only  to the
employees  of the  Company  or a parent or  subsidiary  of the
Company  (within the meaning of Code section  424).  Except as
hereafter  permitted by the Code,  the  aggregate  Fair Market
Value  (determined  as of the time the Option is  granted)  of
the Stock with  respect to which any  Incentive  Stock  Option
may be  exercisable  for the first time by the  grantee in any
calendar  year  (under  this  Plan or any other  stock  option
plan of the  Company or any parent or  subsidiary  corporation
thereof  (within  the  meaning of  Sections  424(e) and (f) of
the  Code))  shall not  exceed One  Hundred  Thousand  Dollars
($100,000).

      No   Incentive   Stock  Option  may  be  granted  to  an
individual  who,  at the time the  Option  is  granted,  owns,
directly or indirectly  (within the meaning of Section  424(d)
of the Code),  stock  possessing  more than ten percent  (10%)
of the total  combined  voting  power of all  classes of stock
of the  Company  or of any  parent or  subsidiary  corporation
thereof  (within  the  meaning of  Sections  424(e) and (f) of
the Code),  unless such  Option (i) has an Option  price of at
least  one  hundred  ten  percent  (110%)  of the Fair  Market
Value of the  Stock on the  date of the  grant of such  Option
and (ii) such Option  cannot be  exercised  more than five (5)
years after the date it is granted.

                            ARTICLE VIII

                         Payment for Stock

      Payment  for shares of Stock  purchased  under an Option
granted  hereunder  shall be made in full upon exercise of the
Option  by  certified  or  bank  cashier's  check  or,  to the
extent permitted by law and the applicable  agreement,  (i) by
the  surrender  or  delivery  to the  Company of shares of its
stock  having a Fair  Market  Value  on the  date of  exercise
equal to the  purchase  price  for the  Stock as to which  the
Option  is being  exercised  and  which  have been held by the
Participant  for such  period of time,  if any, as the Company
may require or (ii) by delivery of a  promissory  note secured
by a  pledge  of the  Class A  Stock,  provided  that any such
note shall  mature in ten (10) years or such lesser  period as
may be  specified  by the  Committee  and,  in the  case of an
Incentive  Stock Option,  any such note shall bear interest at
the  minimum  rate  required to avoid  imputation  of interest
under United  States  federal  income tax laws  applicable  at
the time of  exercise.  The Stock  purchased  shall  thereupon
be promptly  delivered;  provided,  however,  that the Company
may, in its  discretion,  require  that a  Participant  pay to
the  Company,  at the time of  exercise,  such  amount  as the
Company   deems   necessary  to  satisfy  its   obligation  to
withhold  federal,  state  or  local  income  or  other  taxes
incurred by reason of the  exercise or the  transfer of shares
thereupon.  Payment  for  shares of Stock  purchased  under an
Option  granted  hereunder  shall  also be deemed  made if and
when the Company  receives  documentation  that it  determines
satisfies  the  cashless  exercise  provisions  of the Federal
Reserve Board's Regulation T.
No  Employee  shall make any  elective  contribution  or
employee  contribution  to the Plan  (within  the  meaning  of
Treasury   Regulation   section    1.401(k)-1(d)(2)(iv)(B)(4))
during the balance of the calendar  year after the  Employee's
receipt  of  a  hardship  distribution  from  a  plan  of  the
Company  or a related  party  within  the  provisions  of Code
sections  414(b),  (c),  (m)  or  (o)  containing  a  cash  or
deferred  arrangement  under  section  401(k) of the Code,  or
during the following  calendar  year.  The preceding  sentence
shall  not  apply  if and  to  the  extent  that  the  Company
determines  it is not  necessary to qualify any such plan as a
cash or  deferred  arrangement  under  section  401(k)  of the
Code.

                             ARTICLE IX

                     Stock Appreciation Rights

      In the  discretion  of the  Committee,  a  Right  may be
granted (i) alone,  (ii)  simultaneously  with the grant of an
Option   (either   Incentive   or   Non-Qualified)    and   in
conjunction  therewith or in the alternative  thereto or (iii)
subsequent  to the  grant  of a  Non-Qualified  Option  and in
conjunction therewith or in the alternative thereto.

      The  exercise  price of a Right  granted  alone shall be
determined  by the  Committee,  but shall not be less than one
hundred  percent  (100%) of the Fair Market Value of one share
of the  Company's  Stock on the  date of grant of such  Right.
Except as otherwise  provided by the  Committee and subject to
applicable  law,  a  Right  granted   simultaneously  with  or
subsequent  to the  grant  of an  Option  and  in  conjunction
therewith or in the  alternative  thereto  shall have the same
exercise price as the related  Option,  shall be  transferable
only  upon  the  same  terms  and  conditions  as the  related
Option  and shall be  exercisable  only to the same  extent as
the related Option;  provided,  however, that, a Right, by its
terms,  shall be  exercisable  only when the Fair Market Value
per share of Stock  subject  to the Right and  related  Option
exceeds the exercise price per share thereof.

      Upon any  exercise  of a Right,  the number of shares of
Stock  for  which  any  related  Option  shall be  exercisable
shall be  reduced  by the  number of shares of Stock for which
the Right  shall  have been  exercised.  The  number of shares
of  Stock  for  which a Right  shall be  exercisable  shall be
reduced  upon  any  exercise  of  any  related  Option  by the
number of shares of Stock for which  such  Option  shall  have
been exercised.

      A Right shall  entitle  the  Participant  upon  exercise
thereof  to  receive  from the  Company  a number of shares of
Stock (with or without  restrictions  as to  substantial  risk
of  forfeiture  and  transferability,  as  determined  by  the
Committee  in its sole  discretion),  an amount of cash or any
combination   of  shares  and  cash,   as  determined  by  the
Committee in its sole  discretion,  having an  aggregate  Fair
Market  Value on the date of exercise  equal to the product of
(i) the excess of the Fair Market  Value,  on the date of such
exercise,  of one (1) share over the exercise  price per share
specified  in such  Right or its  related  Option and (ii) the
number of shares  for which  such  Right  shall be  exercised;
provided,  however,  that no fractional  shares of Stock shall
be issued upon exercise of a Right.
A Right  shall be  deemed  exercised  on the last day of
its term,  if not otherwise  exercised by the holder  thereof,
provided  that the Fair Market Value of the shares  subject to
the Right exceeds the exercise price thereof on such date.

                             ARTICLE X

                         Stock Bonus Awards

      Stock  Bonus  Awards  shall  consist  of shares of Stock
distributed  to a Participant  or which the  Committee  agrees
to  distribute  in the  future in lieu of, or as a  supplement
to,  any  other  compensation  that may have  been  earned  by
services  rendered  prior to the date the Stock Bonus Award is
made.  Stock  Bonus  Awards  may,  but need not,  be issued in
the form of a (i)  Performance  Unit Award,  which consists of
shares of Stock that will be  distributed  to a Participant in
the  future  if  continued  employment  or  other  performance
objectives  specified  by  the  Board  or  the  Committee  are
attained  or (ii)  Restricted  Stock  Award.  The  amount of a
Stock  Bonus  Award  may,  but  need  not,  be  determined  by
reference to the market value of Stock.

      A  Participant  may  be  granted  a  Stock  Bonus  Award
whether  or  not  the   Participant  is  eligible  to  receive
similar or dissimilar  incentive  compensation under any other
plan or arrangement of the Company.

      Stock  subject to a Stock  Bonus  Award may be issued or
transferred  to a  Participant  at the time such  Stock  Bonus
Award is granted,  or at any time  subsequent  thereto,  or in
installments  from  time  to  time,  as  the  Committee  shall
determine.  In the event that any such  issuance,  transfer or
payment  shall  not be made  to the  Participant  at the  time
such  Award  is  granted,  the  Committee  may  but  need  not
provide  for  payment to such  Participant,  either in cash or
shares,  from  time  to  time or at the  time  or  times  such
shares  shall be issued or  transferred  or cash shall be paid
to such  Participant,  of amounts not  exceeding the dividends
which would have been payable to such  Participant  in respect
of such shares if such  shares had been issued or  transferred
to such  Participant  at the time such Award was  granted  and
any such dividends had been reinvested in Company shares.

      Any Stock  Bonus  Award may,  in the  discretion  of the
Committee,  be settled in cash,  on each date on which  shares
would  otherwise have been  delivered or become  unrestricted,
in an amount  equal to the Fair  Market  Value on such date of
the  shares  which  would  otherwise  have been  delivered  or
become unrestricted.

      Stock  Bonus  Awards  shall be subject to such terms and
conditions,  including,  without  limitation,  restrictions on
the sale or other  disposition  of the shares of Stock  issued
or  transferred  pursuant  to  such  Stock  Bonus  Award,  and
conditions  calling  for  forfeiture  of the Stock Bonus Award
or  the  shares  of  Stock  issued  or  transferred   pursuant
thereto in designated  circumstances,  as the Committee  shall
determine;  provided,  however,  that  upon  the  issuance  or
transfer  of shares of Stock  pursuant to any such Stock Bonus
Award,  the recipient shall,  with respect to such shares,  be
and become a  stockholder  of the  Company  fully  entitled to
receive  dividends,  to vote and to exercise  all other rights
of a shareholder  except to the extent  otherwise  provided in
the Stock Bonus Award.

                             ARTICLE XI

                        Non-Transferability

      Options,  Rights and Stock Bonus  Awards  granted  under
the Plan,  including any "derivative  securities" issued under
the Plan,  shall not be transferable or assignable  other than
by will or the laws of descent  and  distribution  (or, in the
case of an  Incentive  Stock  Option,  and if so  permitted by
the  Committee,  pursuant to a beneficiary  designation by the
Participant  that is  consistent  with Section 422 of the Code
and   any   related    Treasury    Department    rulings   and
regulations),   and   shall   be   exercisable,   during   the
Participant's  lifetime,  only  by  him.  Notwithstanding  the
foregoing,   the  Committee   may  permit  a  Participant   to
transfer  any award  granted  under this  Plan,  other than an
Incentive  Stock  Option or any other  award that is linked to
an  Incentive  Stock  Option,  to  members  of  his  immediate
family  (defined as his  children,  grandchildren  and spouse)
or to one or more  trusts  for  the  benefit  of  such  family
members or  partnerships  in which such family members are the
only  partners  if (and  only  if) the  instrument  evidencing
such  award  expressly  so  provides  (or  is  amended  to  so
provide)   and  the   Participant   does   not   receive   any
consideration  for  the  transfer;   provided  that  any  such
transferred  award  shall  continue  to be subject to the same
terms  and  conditions  that  were  applicable  to such  award
immediately   prior  to  its   transfer   (except   that  such
transferred  award  shall not be further  transferable  by the
transferee during lifetime).

                            ARTICLE XII

         Adjustments for Recapitalizations, Mergers, Etc. 

      The  aggregate  number of  shares of Stock  which may be
purchased  pursuant to Options granted  hereunder,  the number
of  shares  of Stock  covered  by each  outstanding  Option or
Right,  the  exercise  price of each such  Option or Right and
the number of shares  subject to a Stock  Bonus Award shall be
appropriately  adjusted,  if  necessary,  for any  increase or
decrease in the number of outstanding  Stock  resulting from a
stock split or other  subdivision  or  consolidation  of Stock
or  for  other  capital   adjustments  or  payments  of  stock
dividends  or  distributions  or other  increases or decreases
in  the   outstanding   Stock  effected   without  receipt  of
consideration by the Company.

      Subject to any required action by the shareholders,  (i)
if the  Company  shall  be the  surviving  corporation  in any
merger or  consolidation  or (ii) if the Company  shall not be
the surviving  corporation in any merger or consolidation  but
the  shareholders  of the  Company  shall hold  fifty  percent
(50%)  or  more  of the  surviving  corporation,  any  Option,
Right or Stock Bonus Award granted  hereunder  shall cover the
securities  to which a  holder  of the  number  of  shares  of
Stock covered by the  unexercised  or invested  portion of the
Option,  Right or Stock Bonus  Award would have been  entitled
pursuant to the terms of the merger or consolidation.
Unless otherwise provided in the Option,  Right or Stock
Bonus  Award or in the  foregoing  paragraph,  upon any merger
or  consolidation  in  which  the  Company  shall  not  be the
surviving  corporation,  a dissolution  or  liquidation of the
Company or a sale of all or  substantially  all of its assets,
all  Options,   Rights  and  Stock  Bonus  Awards  outstanding
hereunder  shall  terminate;   provided,   however,  that  the
surviving  corporation  may  grant an  option  or  options  to
purchase its shares on such terms and  conditions,  both as to
the   number   of   shares   and   otherwise,    which   shall
substantially  preserve the rights and benefits of any Option,
Right and Stock Bonus Awards then outstanding hereunder.

      The foregoing  adjustments and the manner of application
of the foregoing  provisions  shall be determined by the Board
or  the   Committee   in  its   sole   discretion.   Any  such
adjustment  may provide for the  elimination of any fractional
share which might otherwise become subject to an Option.

      The  Committee  may  provide for an award under the Plan
to become  vested or  exercisable  in the event of a change in
control of the Company.

                            ARTICLE XIII

                  No Obligation to Exercise Option

      Granting of an Option shall impose no  obligation on the
recipient to exercise such Option.

                            ARTICLE XIV

                          Use of Proceeds

      The proceeds  received  from the sale of Stock  pursuant
to the Plan shall be used for general corporate purposes.

                             ARTICLE XV

                      Rights as a Shareholder

      A  Participant  or a transferee  of an Option,  Right or
Stock Bonus Award shall have no rights as a  shareholder  with
respect  to  any  share  covered  by a  Participant's  Option,
Right or Stock Bonus Award until such  Participant  shall have
become  the  holder  of  record  of  such   share,   and  such
Participant   shall  not  be  entitled  to  any  dividends  or
distributions  or other  rights in  respect  of such share for
which  the  record  date is prior  to the  date on which  such
Participant shall have become the holder of record thereof.
ARTICLE XVI

                         Employment Rights

      Nothing  in the  Plan or in any  Option,  Right or Stock
Bonus   Award   granted   hereunder   shall   confer   on  any
Participant  who is an  employee  any right to continue in the
employ  of the  Company  or to  interfere  in any way with the
right  of  the   Company  to   terminate   the   Participant's
employment at any time.

                            ARTICLE XVII

                Compliance with the Law; Withholding

      The  Company  is  relieved  from any  liability  for the
non-issuance  or  non-transfer  or any  delay in  issuance  or
transfer  of any shares of Stock  subject to  Options,  Rights
or Stock Bonus  Awards  under the Plan which  results from the
inability  of  the  Company  to  obtain  or in  any  delay  in
obtaining from any  regulatory  body having  jurisdiction  all
requisite  authority  to issue or transfer  shares of Stock of
the  Company  either upon  exercise  of the Options  under the
Plan or  shares of Stock  issued as a result of such  exercise
or granted  pursuant  to a Stock  Bonus  Award if counsel  for
the  Company  deems  such   authority   necessary  for  lawful
issuance or transfer of any such shares.  Appropriate  legends
may be  placed  on the stock  certificates  evidencing  shares
issued  upon  exercise  of  Options,  Rights  or  Stock  Bonus
Awards to reflect  such  transfer  restrictions.  With respect
to  withholding  required  upon the exercise of Options,  upon
the lapse of  restrictions  on Restricted  Stock,  or upon any
other  taxable  event  hereunder,  the Committee may permit or
require  Participants,  subject to such  terms and  conditions
as it may impose, to satisfy the withholding  requirement,  in
whole or in part,  by having the  Company  withhold  shares of
Stock  having  a Fair  Market  Value on the date the tax is to
be determined  equal to the maximum  marginal  total tax which
could  be  imposed  on the  transaction  or  such  greater  or
lesser amount as the  Committee  may permit.  If the Committee
so  provides,  such  shares of Stock  withheld  may be already
owned  shares  of  Stock  which  the  Participant  tenders  in
satisfaction  of the  withholding  requirement  or  shares  of
Stock   issuable  by  the  Company  in  connection   with  the
exercise of Options,  the lapse of  restrictions on Restricted
Stock or the  other  taxable  event  hereunder,  or  shares of
Stock from any other source.

                           ARTICLE XVIII

                 Cancellation of Options or Rights

      The Committee, in its discretion,  may, with the consent
of any  Participant,  cancel any  outstanding  Option or Right
hereunder  and/or  reissue  such  Option  or  Right at a lower
price.
ARTICLE XIX

                          Adoption of Plan

      This Plan shall  become  effective  upon the date of its
adoption by the Board,  subject,  however,  to approval by the
Company's  shareholders  within  twelve  (12)  months from the
date of adoption of the Plan by the Board.

                             ARTICLE XX

                      Expiration Date of Plan

      The  Plan  shall  remain  in  effect  until  all  shares
authorized  to be issued or  transferred  hereunder  have been
exhausted  or  until  the  Plan is  sooner  terminated  by the
Board of Directors,  and shall  continue in effect  thereafter
with  respect to any  Options,  Rights or Stock  Bonus  Awards
outstanding  at the  time of  such  termination.  In no  event
shall an  Incentive  Stock  Option be  granted  under the Plan
after ten years from the Plan's effective date.

                            ARTICLE XXI

                Amendment or Discontinuance of Plan

      The Board may, at any time and from time to time,  amend
or  modify  the  Plan  in  any  respect  without   shareholder
approval,  unless  shareholder  approval of the  amendment  or
modification  in question is required  under  Nevada law,  the
Code  (including  without  limitation  Code section  162(m)(4)
and  Code   section 422  and  Proposed   Treasury   Regulation
section   1.422A(b)(iv)   thereunder),   any  exemption   from
Section 16 of the Exchange Act (including  without  limitation
SEC Rule  16b-3) for which the  Company  intends  transactions
by officers or directors to qualify,  any national  securities
exchange  or  system  on which  the  Stock is then  listed  or
reported,  by any  regulatory  body having  jurisdiction  with
respect  to the  Plan,  or under any  other  applicable  laws,
rules or  regulations.  The Board may also  terminate the Plan
at any time.  The  Committee  may amend the terms of any award
granted under the Plan,  prospectively or  retroactively,  but
no such amendment  shall impair the rights of any  Participant
without  such  Participant's  consent.  Any  provision of this
Article XXI to the contrary  notwithstanding,  no amendment or
termination  of the Plan  shall  adversely  affect  any Option
granted  prior to the date of such  amendment  or  termination
without the written consent of the Participant.

                            ARTICLE XXII

                           GOVERNING LAW

       The Plan, such Options, Rights and Stock Bonus Awards
  as may be granted thereunder and all related matters shall
   be governed by, and construed and enforced in accordance
  with, the laws of the State of New York from time to time
 obtaining, except that all matters pertaining to the Nevada
   General Corporation Law shall be governed by Nevada law.
Exhibit 5
                          DENNIS BROVARONE
                   ATTORNEY AND COUNSELOR AT LAW
                       11249 West 103rd Drive
                    Westminster, Colorado 80021
                ph: 303 466 4092 / fax: 303 466 4826

                         September 9, 1997

      Gentlemen:

           Halstead  Energy Corp., a Nevada  corporation  (the
"Company"),  has requested my legal opinion in connection with
the  registration   under  the  Securities  Act  of  1933,  as
amended,  of 1,100,000  shares of common stock, par value $.01
per  share,  of  the  Company  (the  "Shares")  pursuant  to a
Registration  Statement  on  Form  S-8  of  the  Company  (the
"Registration  Statement")  to be filed  with  the  Securities
and Exchange  Commission  (the  "Commission").  The Shares (i)
have been or may be offered for purchase  and issued  pursuant
to the  Halstead  Energy  Corp.,  Amended  and  Restated  1996
Stock Option Plan (the  "Plan") and a  Consulting  and Warrant
Compensation  Agreement,  dated July 30, 1997,  by and between
the Company and Boulder  Financial  Group (the   "Consultant").
Pursuant  to  the  terms  of  the  Consulting  Agreement,  the
Company   has   agreed  to  issue  to  the   Consultant:   (a)
non-transferable  warrants which are  exercisable to purchase,
an aggregate of 400,000  Shares at an exercise  price equal to
$.41 per Share;  and (b) 50,000  Shares;  and (ii) once issued
pursuant to options  granted  under the  Consulting  Agreement
may be  re-offered  and resold by the  Consultant.  The Shares
issuable  pursuant  to  the  Plan  (i)  have  been  or  may be
offered  for  purchase  and  (ii)  once  issued   pursuant  to
options   granted   under   the   Plan  to   certain   selling
stockholders  may be  re-offered  and  resold by such  selling
stockholders.   This   opinion  is  being   provided  at  your
request  in  connection  with the  filing of the  Registration
Statement.  Capitalized  terms used but not otherwise  defined
herein  shall  have  the  meanings  ascribed  thereto  in  the
Registration  Statement.  I  have  examined  the  Registration
Statement,  the Plan, the Consulting  Agreement,  the Articles
of Incorporation  and By-Laws of the Company,  the proceedings
of the  Board of  Directors  of the  Company  relating  to the
authorization  of the  issuance of the Shares,  and such other
statutes,  certificates,  instruments  and documents  relating
to the Company  and  matters of law as I have deemed  relevant
or  necessary  to the  opinion  as set  forth  below.  In such
examination,    I   have    assumed,    without    independent
investigation,  the genuineness of all  signatures,  the legal
capacity  of all  individuals  who  have  executed  any of the
aforesaid   documents,   the  authenticity  of  all  documents
submitted to me as originals,  the  conformity  with originals
of  all   documents   submitted  to  me  as  copies  (and  the
authenticity  of  the  originals  of  such  copies),  and  all
public  records  reviewed  are accurate  and  complete.  As to
factual  matters,  I have relied on an  officer's  certificate
and  have  not  independently   verified  the  matters  stated
therein.

           Based upon the  foregoing,  I am of the opinion and
so  advise  you  that  the  Shares  when   issued,   sold  and
delivered  upon the  exercise  of any or all of the options in
the   manner   described    included   in   the   Registration
Statement,  are, or when issued and delivered as  contemplated
in the  Registration  Statement and in accordance  with either
the  Plan  or  the  Consulting  Agreement,  will  be,  validly
issued, fully-paid and non-assessable.
The opinion  expressed in this letter is solely for
the use of the  Company in  connection  with the  Registration
Statement.  This  opinion  may not be  relied  on by any other
person or in any other  connection  without our prior  written
approval.  The opinion  expressed in this letter is limited to
the matters set forth herein,  and no other opinion  should be
inferred  beyond  the  matters   expressly  stated.  I  hereby
consent  to the  filing of this  opinion  as an exhibit to the
Registration  Statement.  In  giving  this  consent,  I do not
admit  that  I come  within  the  category  of  persons  whose
consent is required  under Section 7 of the  Securities Act or
the  rules  and  regulations  of  the  Commission  promulgated
thereunder.

                               Sincerely,

                               /s/ DENNIS BROVARONE
                               Dennis Brovarone
                               Attorney at Law
Exhibit 10

           CONSULTING AND WARRANT COMPENSATION AGREEMENT

      THIS  AGREEMENT,  is executed  and made  effective  this
30th day of July,  1997,  between  Halstead  Energy  Corp.,  a
Nevada  corporation  (the  "Company")  and  Boulder  Financial
Group ("Consultant").

      NOW,   THEREFORE,   in   consideration   of  the  mutual
covenants  and  agreements  contained in this  Agreement,  the
parties hereto agree as follows:

      1.   Consultation.

      The Company  hereby  retains the services of Consultant,
as an  independent  contractor,  which  retention  is accepted
and  agreed to be  performed  by  Consultant,  subject  to and
upon the terms and conditions set forth below.

      2.   Term.

      The  term of this  Agreement  shall  begin  on the  date
hereof,  and shall  continue for a period of one year (or such
longer period as the Company and the  Consultant  may agree in
writing)  unless earlier  terminated by the Company for Cause,
as defined in Section 6.4 hereof.

      3.   Consultant's Status.

      It is understood and agreed that Consultant  shall be at
all  times  and  for all  purposes  hereunder  an  independent
contractor  to the  Company and under no  circumstances  shall
be deemed an  employee,  partner  or joint  venture of or with
the  Company.  Consultant  agrees  that he shall not  directly
or  indirectly  imply  or  represent  to  others,   or  permit
another to imply or  represent to others that  Consultant  has
any  authority  to act for,  represent  or bind the Company in
any matter by virtue of this Agreement.

      4.   Service of Consultant

           4.1. Upon the  request of the  Company,  Consultant
shall  consult  with and advise the  Company  with  respect to
matters    concerning:    (i)   investor    relations;    (ii)
dissemination  of  quarterly  and  annual  reports as filed by
the  Company  with the  Securities  and  Exchange  Commission;
(iii)   communications  with  analysts;   and  (iv)  potential
acquisitions.  Said  services  shall not relate to any capital
raising transaction.

           4.2. Consultant   agrees  to   exercise   its  best
efforts,  skill  and  diligence  in  the  performance  of  its
services  hereunder  and  shall  perform  all  services  in  a
workmanlike fashion.
4.3. Throughout   the   term  of  this   Agreement,
Consultant   shall  provide  services  to  the  Company  on  a
part-time  basis and may perform the same or similar  services
for  other  persons  or  entities  not  inconsistent  with its
undertakings hereunder.

      5.   Covenants and Acknowledgments of Consultant.

           5.1. Consultant  covenants  and  agrees  for itself
and its  Affiliates  (hereinafter  defined)  that it will not,
during   the   term   of   this   Agreement   or   thereafter,
communicate,  divulge  or  otherwise  disclose  to  any  other
person,  firm,  association,  or corporation,  or use, without
the express written consent of the Company,  any  Confidential
Information (hereinafter defined) of the Company.

      For   purposes   of   this    Agreement,    Confidential
Information  shall  mean  all  information   relating  to  the
Company or its  subsidiaries  provided  to the  Consultant  in
writing  except  for  that  information  contained  (i) in its
filings  with  Securities  and Exchange  Commission  and prior
press  releases (ii) in a writing  received by the  Consultant
from the Company which is not marked "confidential."

      Consultant   shall  not  make  an  untrue  statement  of
material  fact  regarding  the  Company  or  omit  to  state a
material  fact in the  judgment  of  Consultant  necessary  in
order to make any  statement  regarding  the  Company  made by
the Consultant not misleading,  providing,  however,  that the
Consultant  shall be entitled to rely on (i) reports  filed by
the  Company  with the  Securities  and  Exchange  Commission,
(ii)  written  press  releases  issued by the Company  without
the  Consultant's  advice or  consultation,  and (iii) written
press  releases  issued by the Company  with the  Consultant's
advice  or  consultation  which it has,  based  on  reasonable
investigation,  reasonable  grounds  to believe  and  believes
makes  no  untrue  statement  of a  material  fact and omit to
state no material fact  necessary to make any  statement  made
not misleading.

      6.   Compensation.

           6.1. As  consideration   for  all  services  to  be
rendered by  Consultant  pursuant  to Section 4 above,  and in
lieu  of any  compensation  which  may be  payable  to  either
Creative  Business  Strategies,  Inc.,  (CBS)  or Wall  Street
Financial  (WSF) under their  respective  agreements  with the
Company  dated  February 27, 1997 (and  assuming the waiver by
CBS, and WSF of their respective  rights to such  compensation
simultaneously  herewith),  the  Company  agrees  to  issue to
Consultant   Common  Stock  Purchase   Warrants   ("Warrants")
exercisable  to  purchase  400,000  shares of Common  Stock of
the Company at $.41 per share.

           6.2. All 400,000  Warrants shall be exercisable for
a period  of one  year  commencing  after  the  completion  of
registration  of said shares,  unless the  expiration  date of
the  Warrants  shall be extended to a later date in writing by
the Company.

           6.3. The   warrant   certificates   (the   "Warrant
Certificates")  to be  delivered  pursuant  to this  Agreement
shall  be in the  form  set  forth as  Exhibit  A,  with  such
appropriate  insertions,  omissions,  substitutions  and other
variations   as  required  or  permitted  by  this   Agreement
(Exhibit A to follow).

           6.4. Notwithstanding  the  foregoing,  the Warrants
described  in Section 6.1 above shall  terminate  and be of no
further  force or effect  if,  prior to their  exercise,  this
Agreement  is  terminated  by the Company  for Cause.  For the
purpose of this  Agreement,  the term "for  Cause"  shall mean
(i)  Consultant   shall  commit  a  material  breach  of  this
Agreement   unless   such   breach   shall  be  cured  by  the
Consultant  within a period of thirty (30) days after  written
notice by the  Company of such  breach,  (ii)  Consultant,  or
its officers,  directors and/or  employees,  are shown to have
engaged in any act of fraud or dishonesty  detrimental  to the
Company,  or its  subsidiaries  or any  of  its  customers  or
clients,  or (iii)  Consultant  has been grossly  negligent in
the performance of its duties or responsibilities hereunder.

      7.   Expenses.

      Consultant  shall be responsible for all of its expenses
related to telephone,  mail, printing, press releases,  broker
meetings,  the  expenses  related to running  its  operations,
including    its    employees,    affiliates,    and   general
administrative  expenses;  provided that the Company agreed to
issue to  Consultant  50,000  shares of the  Company's  Common
Stock,  $.01  par  value,  as the  sole  amount  it  will  pay
Consultant  (or reimburse  Consultant  for) or be  responsible
for in this  regard.  The  Company  will  only be  responsible
for any specific  obligations  it requests the  Consultant  to
do  which  might   include   travel   accommodations,   broker
presentations,  etc. The Company will be  responsible  for all
expenses  related to lodging for said  Consultants to and from
the  Company's  different  facilities  and  to  and  from  any
locations the Company  specifically  requests  Consultants  to
go to.  Otherwise  the  Consultant  will  pay  for  all of its
expenses   related   to  its  work.   The   Company   will  be
responsible  for  providing   copies  of  its  normal  printed
information.

      8.   Registration Rights.

           8.1. On or  before  September  15,  1997 or as soon
thereafter  as  practical,  the  Company  shall  cause  to  be
prepared  and filed with the SEC a  Registration  Statement on
Form  S-8  or  other  appropriate  form  registering  all  the
shares  of  Common  Stock   issuable   upon  exercise  of  the
Warrants and all of the shares of Common Stock  referenced  in
Section 7 above (the "Registration Statement").

           8.2. In connection  with the preparation and filing
of the Registration  Statement,  the Company agrees to (i) use
its best  efforts  to cause  such  Registration  Statement  to
become and remain  effective;  (ii)  prepare and file with the
SEC  such  amendments  and  supplements  to such  Registration
Statement  as may  be  necessary  to  keep  such  Registration
Statement  effective  for the entire  period  warrants  remain
outstanding;  (iii) furnish to the  Consultant  such number of
copies of a prospectus,  in conformity  with the  requirements
of the  Act,  and  such  other  documents  as  Consultant  may
reasonably  request in order to facilitate the  disposition of
the  shares of Common  Stock;  and (iv) use its best  efforts,
at the  Consultant's  request,  to  register  and  qualify the
shares of such  states  that  Consultant  gives  notice to the
Company,  provided,  however,  that the  Company  shall not be
required in connection  therewith to (i) qualify  generally to
do business in any  jurisdiction  where it would not otherwise
be  required  to qualify;  (ii)  subject  itself to any tax or
obligation  to collect  any tax in any such  jurisdiction,  or
(iii)  consent  to  generally  services  or  process  in  such
jurisdiction  or (iii) consent to general  services or process
in such  jurisdiction,  or (iv) qualify in any state (a) or in
such  number of  states  where the  Company  believes,  in its
reasonable  discretion,  qualification  would be  unreasonably
expensive  or  time  consuming  or (b)  where  its  affiliates
would be required  lock-up their  shares,  cancel any of their
options or take other similar  action.  The Consultant  agrees
to cooperate in all reasonable  respects with the  preparation
and filing of the Registration Statement.

           8.3. All  fees  and  other  expenses   incurred  in
connection  with the  registration  of the  shares  of  Common
Stock  underlying  the Warrants  shall be borne by the Company
(except  fees,  if any, of the  Consultant's  legal  counsel),
including,  without  limitation,  fees of the Company's  legal
counsel,  Securities  and  Exchange  Commission  filing  fees,
printing  costs,  accounting  fees and costs,  transfer  agent
fees and any  other  miscellaneous  costs  and  disbursements.
The  Consultant  shall be liable for any and all  underwriting
discounts,  brokerage  commissions  or other fees or  expenses
incurred in connection  with the sale or other  disposition by
the  Consultant  of the shares of Common Stock  covered by the
Registration Statement.

           8.4. To the extent  permitted  by law,  the Company
will  indemnify  and hold harmless  Consultant,  including its
officers,  directors,  employees, agents, and representatives,
against  any  losses,   claims,   damages,   liabilities,   or
expenses,  including  without  limitation  attorney's fees and
disbursements,  to which  Consultant  may become subject under
the Act to the extent that such losses,  claims,  damages,  or
liabilities  arise out of or are bases upon any  violation  by
the Company of the Act or under the  Securities  Exchange  Act
of 1934,  or any  rule or  regulation  promulgated  thereunder
applicable  to the  Company,  or  arises  out of or are  based
upon any untrue or alleged  untrue  statement  of any material
fact  contained in the  Registration  Statement,  or arise out
of any  violation  by the  Company  of any rule or  regulation
promulgated  under  the  Act  applicable  to the  Company  and
relating  to action or  inaction  required  of the  Company in
connection  with  such   Registration   Statement;   provided,
however,  that  such  indemnity  contained  in this  paragraph
shall  not  apply to any  loss,  damage  or  liability  to the
extent  that  same  arises  out of or is based  upon an untrue
statement   or   omission   made  in   connection   with  such
Registration  Statement  in  reliance  upon and in  conformity
with  information  furnished in writing  expressly  for use in
connection with such Registration Statement by Consultant.

           8.5. Except for the  obligations of the Company set
forth  in  Sections  8.1  and  8.2  above,   all   obligations
relating to compliance  with  applicable  laws and regulations
governing the  distribution  of securities in connection  with
Consultant's  sale of  common  stock of the  Company  acquired
pursuant  to the  exercise of the  Warrants  shall be the sole
obligation of the Consultant.
9.   Representations and Warranties of the Consultant.

      The  Consultant  hereby  represents  and warrants to the
Company that there are no  agreements  or binding  obligations
enforceable  against  the  Consultant  which would be violated
by  its  entering   into  this   agreement  or  providing  the
services to be provided hereunder.

      10.  Indemnifications.

           10.1.The  Consultant  agrees to  indemnify,  defend
and  hold  harmless  the  Company,  and  officers,  directors,
shareholders,  agents,  employees (hereafter  "Affiliates") of
the  Company,  attorneys,  successors  and  assigns,  from and
against,  and pay or  reimburse  each of them for, any and all
claims,   losses,   damages,   judgments,   amounts   paid  in
settlement,  costs and  legal,  accounting  or other  expenses
that any of them  may  sustain  or  incur  as a result  of any
misrepresentation,  any  inaccuracy  in, or any breach of, any
warranty  or  representation  or  any  non-performance  of any
covenant  or other  obligation  on the part of the  Consultant
contained in this Agreement.

           10.2.The Company  agrees to  indemnify,  defend and
hold harmless the Consultant,  and its Affiliates,  attorneys,
successors  and  assigns,   from  and  against,   and  pay  or
reimburse  each of them  for,  any  and  all  claims,  losses,
damages,  judgments,  amounts  paid in  settlement,  costs and
legal,  accounting  or  other  expenses  that  any of them may
sustain  or incur as a result  of any  misrepresentation,  any
inaccuracy   in,  or  any   breach   of,   any   warranty   or
representation  or  any  non-performance  of any  covenant  or
other  obligation  on the  part of the  Company  contained  in
this Agreement.

      11.  Attorneys' Fees.

      In the  event  there is any  litigation  or  arbitration
between   the   parties   concerning   this   Agreement,   the
successful  party shall be awarded its  reasonable  attorneys'
fees and  litigations  costs,  including the costs incurred in
the collection of any judgment.

      12.  Notices.

      Any notice, request,  instruction,  or other document to
be given  hereunder  by any party  hereto  to any other  party
hereto  shall be in writing  and  delivered  personally  or by
overnight  courier or sent by  facsimile  transmission,  if to
Consultant to:

                     Boulder Financial Group
                     885 Arapahoe Avenue
                     Boulder, Colorado  80302
                     Attention:  Elizabeth Mandel
with a copy to:

                     Gray, Plant, Mooty, Mooty & Bennett
                     3400 City Center
                     33 South 6th Street
                     Minneapolis, Minnesota  55402
                     Attention:  Lindley Branson, Esq.

                if to the Company:

                     Halstead Energy Corp.
                     33 Hubbells Drive
                     Mt. Kisco, New York  10059
                     Attention:  Claire E. Tarricone

                with a copy to:

                     Halstead Energy Corp.
                     33 Hubbells Drive
                     Mt. Kisco, New York  10059
                     Attention:  Larry Hughes, Esq.

      or at such other  address  for a party as  specified  by
like notice.

      13.  Partial Invalidity.

      If any  provisions of this Agreement are in violation of
any  statute or rule of law of any state or  district in which
it may be sought to be enforced,  then such  provisions  shall
be deemed  null and void only to the  extent  that they may be
in violation thereof,  but without  invalidating the remaining
provisions.

      14.  Non-Assignability.

           14.1.The  obligations  of the Consultant to perform
hereunder   shall  not  be  assignable  by  it  without  prior
written consent of the Company.

           14.2.This  Agreement  shall  be  binding  upon  the
respective  parties hereto and their  successors and permitted
assigns.

      15.  Waiver.

      No  waiver of any  breach of any one of the  agreements,
terms,  conditions  or  covenants  of  this  Agreement  by the
Company  shall be  deemed to imply or  constitute  a waiver of
any other  agreement,  term,  condition  or  covenant  of this
Agreement.  The  failure  of either  party to insist on strict
performance  of any  agreement,  term,  condition or covenant,
herein set forth,  shall not  constitute  or become  construed
as a waiver of the  right of  either  or the other  thereafter
to  enforce  any  other  default  of  such  agreement,   term,
condition  or covenant,  neither  shall such failure to insist
upon  strict  performance  be  deemed  sufficient  grounds  to
enable  either  party hereto to forego or subvert or otherwise
disregard  any other  agreement,  term,  condition or covenant
of this Agreement.

      16.  Governing Law.

      This  Agreement and the rights and duties of the parties
shall be  construed  enforced in  accordance  with the laws of
the State of Colorado.

      17.  Fax Counterparts.

      This  Agreement  may be executed  by telex,  telecopy or
other    facsimile    transmission,    and   such    facsimile
transmission  shall be valid and  binding  to the same  extent
as if it were an  original.  Further,  this  Agreement  may be
signed in one or more  counterparts,  all of which  when taken
together shall constitute the same document.

      18.  Entire Agreement.

      This Agreement  constitutes the entire  agreement of the
parties  hereto  with  respect to the subject  matter  hereof.
There  are  no  representations,   warranties,  conditions  or
obligations  except  as  herein  specifically   provided.  Any
amendment or modification hereof must be in writing.

      IN WITNESS  WHEREOF,  the parties to this Agreement have
duly  executed  this  Agreement  effective on the day and year
first above written.

                           HALSTEAD ENERGY CORPORATION

                           By: /s/ Claire S. Tarricone, President
                               Claire S. Tarricone
                               President

                           BOULDER FINANCIAL GROUP

                           By: /s/ Elizabeth R. Mandell, Managing Partner
                               Elizabeth R. Mandell, Managing Partner
SERVICES PROVIDED BY BOULDER FINANCIAL GROUP

      1.   Daily   communication  with  existing  brokers
           that are active in the Company's stock.

      2.   Introducing  our  existing  broker  network to
           the Company.

      3.   Research  and  develop new  relationship  with
           brokers   and    investment    banking   firms
           interested in retailing the Company's stock.

      4.   Development   of  a  high   quality   investor
           package  on  the  Company  to be  sent  out to
           brokers and institutional investors.

      5.   Communicate  with research  analyst(s) to
           write  research  reports  on the  Company  and
           distribute with investor package.

      6.   Develop a  corporate  profile  and  include in
           investor package.

      7.   Mail,  at our own expense,  investor  packages
           to interested brokers for the Company.

      8.   Meet with  brokers in  different  parts of the
           country to introduce the Company.

      9.   Distribute   news  releases  and  updates
           from the Company.
Exhibit 23.2

                      GOLDMAN & MURPHY, L.L.P.
                    Certified Public Accountants

      September 10, 1997

      The Board of Directors
      Halstead Energy Corp.
      33 Hubbells Drive
      Mount Kisco, New York 10549

      We consent to the use of our report  incorporated herein
by  reference  and to the  reference  to our  firm  under  the
heading "Experts" in the prospectus.

                                 /s/  Goldman  &  Murphy, L.L.P.
                                      Goldman  &  Murphy, L.L.P.