EXHIBIT 10.9

ENTERTAINMENT PROPERTIES TRUST
1997 SHARE INCENTIVE PLAN


1. PURPOSE. The purpose of the Entertainment Properties Trust 1997
Share Incentive Plan (the "Plan") is to enhance the ability of Entertainment
Properties Trust (the "Company") and its subsidiaries to attract and retain
employees and trustees of outstanding ability and to provide employees and
trustees with an interest in the Company parallel to that of the Company's
shareholders.

2. DEFINITIONS.

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

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

(c) "Change in Control" shall mean the occurrence of any one of
the following events:

(i) individuals who, on the Effective Date, constitute the
Board (the "Incumbent Trustees") cease for any reason to constitute at
least a majority of the Board, provided that any person becoming a
trustee subsequent to the Effective Date, whose election or nomination
for election was approved by a vote of at least two-thirds of the
Incumbent Trustees then on the Board (either by a specific vote or by
approval of the proxy statement of the Company in which such person is
named as a nominee for trustee, without written objection to such
nomination) shall be an Incumbent Trustee; PROVIDED, HOWEVER, that no


individual initially elected or nominated as a trustee of the Company
as a result of an actual or threatened election contest with respect
to trustees or as a result of any other actual or threatened
solicitation of proxies or consents by or on behalf of any person
other than the Board shall be deemed to be an Incumbent Trustee;

(ii) any "person" (as such term is defined in
Section 3(a)(9) of the Securities Exchange Act of 1934 (the "Exchange
Act") and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange
Act) is or becomes a "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the
Company representing 25% or more of the combined voting power of the
Company's then outstanding securities eligible to vote for the
election of the Board (the "Company Voting Securities"); PROVIDED,
HOWEVER, that the event described in this paragraph (ii) shall not be
deemed to be a Change in Control by virtue of any of the following
acquisitions: (A) by the Company or any Subsidiary, (B) by any
employee benefit plan (or related trust) sponsored or maintained by
the Company or any Subsidiary, (C) by any underwriter temporarily
holding securities pursuant to an offering of such securities,
(D) pursuant to a Non-Qualifying Transaction (as defined in paragraph
(iii)), or (E) a transaction (other than one described in (iii) below)
in which Company Voting Securities are acquired from the Company,


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if a majority of the Incumbent Trustees approve a resolution providing
expressly that the acquisition pursuant to this clause (E) does not
constitute a Change in Control under this paragraph (ii);

(iii) the shareholders of the Company approve a merger,
consolidation, statutory share exchange or similar form of corporate
transaction involving the Company or any of its Subsidiaries that
requires the approval of the Company's shareholders, whether for such
transaction or the issuance of securities in the transaction (a
"Business Combination"), unless immediately following such Business
Combination: (A) more than 50% of the total voting power of (x) the
corporation resulting from such Business Combination (the "Surviving
Corporation"), or (y) if applicable, the ultimate parent corporation
that directly or indirectly has beneficial ownership of 100% of the
voting securities eligible to elect directors of the Surviving
Corporation (the "Parent Corporation"), is represented by Company
Voting Securities that were outstanding immediately prior to such
Business Combination (or, if applicable, is represented by shares into
which such Company Voting Securities were converted pursuant to such
Business Combination), and such voting power among the holders thereof
is in substantially the same proportion as the voting power of such
Company Voting Securities among the holders thereof


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immediately prior to the Business Combination, (B) no person (other
than any employee benefit plan (or related trust) sponsored or
maintained by the Surviving Corporation or the Parent Corporation or
any person which beneficially owned, immediately prior to such
Business Combination, directly or indirectly, 25% or more of the
Company Voting Securities (a "Company 25% Shareholder")) would become
the beneficial owner, directly or indirectly, of 25% or more of the
total voting power of the outstanding voting securities eligible to
elect directors of the Parent Corporation (or, if there is no Parent
Corporation, the Surviving Corporation) and no Company 25% Shareholder
would increase its percentage of such total voting power and (C) at
least a majority of the members of the board of directors of the
Parent Corporation (or, if there is no Parent Corporation, the
Surviving Corporation) following the consummation of the Business
Combination were Incumbent Trustees at the time of the Board's
approval of the execution of the initial agreement providing for such
Business Combination (any Business Combination which satisfies all of
the criteria specified in (A), (B) and (C) above shall be deemed to be
a "Non-Qualifying Transaction"); or

(iv) the shareholders of the Company approve a plan of
complete liquidation or dissolution of the Company or a sale of all or
substantially all of the Company's assets.


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Notwithstanding the foregoing, a Change in Control of the Company
shall not be deemed to occur solely because any person acquires beneficial
ownership of more than 25% of the Company Voting Securities as a result of the
acquisition of Company Voting Securities by the Company which reduces the number
of Company Voting Securities outstanding; PROVIDED, THAT if after such
acquisition by the Company such person becomes the beneficial owner of
additional Company Voting Securities that increases the percentage of
outstanding Company Voting Securities beneficially owned by such person, a
Change in Control of the Company shall then occur.

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

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

(f) "Common Share" shall mean the common shares of the
beneficial interest, $0.01 par value per share, of the Company.

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

(h) "Fair Market Value" per share as of a particular date shall
mean the last reported sale price (on the day immediately preceding such date)
of the Common Shares on the New York Stock Exchange (or any other exchange


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or national market system upon which price quotations for the Company's Common
Shares are regularly available); PROVIDED, HOWEVER, that prior to the Initial
Public Offering, Fair Market Value shall mean the price per share in the Initial
Public Offering.

(i) "Immediate Family Member" shall mean, except as otherwise
determined by the Committee, a Participant's children, stepchildren,
grandchildren, parents, stepparents, grandparents, spouse, siblings, in-laws and
persons related by reason of legal adoption.

(j) "Initial Public Offering" shall mean the Company's initial
public offering of Common Shares pursuant to its registration statement filed
with the Securities and Exchange Commission.

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

(l) "Non-Employee Trustee" shall mean a member of the Board who
is not an employee of the Company or any Subsidiary; PROVIDED, HOWEVER, that
such term shall not include the Company's Chairman of the Board.

(m) "Ownership Limit" shall have the same meaning as provided in
the Company's declaration of trust.

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

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


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

(q) "Subsidiary" shall mean any subsidiary of the Company that
is a corporation and which at the time qualifies as a "subsidiary corporation"
within the meaning of Section 424(f) of the Code.

3. SHARES SUBJECT TO THE PLAN. Subject to adjustment in accordance
with Section 19, the total of the number of Common Shares which shall be
available for the grant of Awards under the Plan shall not exceed 1,500,000
shares; PROVIDED, THAT, for purposes of this limitation, any Common Shares
subject to an Option which is canceled or expire without exercise shall again
become available for Awards under the Plan. Upon forfeiture of Awards in
accordance with the provisions of the Plan, and the terms and conditions of the
Award, such shares shall no longer be counted in any determination of the number
of shares available under the Plan and shall be available for subsequent Awards.
Subject to adjustment in accordance with Section 19, no employee shall be
granted, during the term of this Plan, Options to purchase more than 750,000
Common Shares. Notwithstanding the foregoing, no participant shall be granted
an Award (or be permitted to exercise an Award) if upon grant (or exercise) the
Ownership Limit for that individual would be exceeded. Common Shares available
for issue or distribution under the Plan shall be authorized and unissued shares
or shares reacquired by the Company in any manner.

4. ADMINISTRATION. (a) The Plan shall be administered by the Board,
unless and until the Board shall


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appoint a Committee to administer the Plan. All references to the Committee
hereinafter shall mean the Board if no such Committee has been appointed.

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

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

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

(e) Members of the Committee and any officer or employee of the
Company or any Subsidiary acting at the


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

5. ELIGIBILITY. Individuals eligible to receive Awards under the
Plan shall be the officers and other key employees of the Company and its
Subsidiaries selected by the Committee. In addition, all Non-Employee Trustees
shall be eligible to receive Options as provided in Section 12 hereof.

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

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

(a) TYPES OF OPTIONS. Each Option agreement shall state whether
or not the Option will be treated as an Incentive Stock Option or Nonqualified
Stock Option.

(b) OPTION PRICE. The purchase price per share of the Common
Shares purchasable under an Option shall


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

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

(d) EXERCISABILITY. Each Option shall vest and become
exercisable at a rate determined by the Committee at or subsequent to grant;
PROVIDED, HOWEVER, that no Option granted under this Section 7 shall become
exercisable earlier than the time that the Plan is approved by the shareholders
of the Company in accordance with Section 24; PROVIDED, FURTHER, that upon the
occurrence of a Change in Control before such shareholder approval, all
Incentive Stock Options granted hereunder shall automatically become
Nonqualified Stock Options and all Options shall vest and become immediately
exercisable in accordance with Section 13.


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(e) METHOD OF EXERCISE. Options may be exercised, in whole or
in part, by giving written notice of exercise to the Company specifying the
number of Common Shares to be purchased. Such notice shall be accompanied by
the payment in full of the Option purchase price. Such payment shall be made:
(a) in cash, or (b) to the extent authorized by the Committee, by surrender of
Common Shares owned by the holder of the Option (including Common Shares
otherwise receivable upon exercise of the Option), or (c) through simultaneous
sale through a broker of shares acquired on exercise, as permitted under
Regulation T of the Federal Reserve Board, or (d) through additional methods
prescribed by the Committee, or (e) by a combination of any such methods.

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

Unless otherwise determined by the Committee, upon termination of a
Participant's employment for any reason prior to the end of the Restricted
Period, the restricted


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Common Shares shall be forfeited and the Participant shall have no right with
respect to the Award.

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

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

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

9. PERFORMANCE SHARES. Performance shares may be granted in the
form of actual Common Shares or Common Share units having a value equal to an
identical number of Common Shares. In the event that a share certificate is
issued in respect of performance shares, such certificate shall be registered in
the name of the employee but shall be held by the Company until the time the
performance shares are earned. The performance conditions and the length of the
performance period shall be determined by the Committee but in no event may a
performance period be less than twelve


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months. The Committee shall determine in its sole discretion whether
performance shares granted in the form of Common Share units shall be paid in
cash, Common Shares, or a combination of cash and Common Shares.

Awards of performance shares to a Covered Employee shall be subject to
performance goals. Performance goals may be expressed in terms of one or more
of the following: revenue, revenue growth, earnings before interest, taxes,
depreciation and amortization ("EBITDA"), EBITDA growth, funds from operations,
funds from operations per share and per share growth, cash available for
distribution, cash available for distribution per share and per share growth,
net earnings, earnings per share and per share growth, return on equity, return
on assets, share price performance on an absolute basis and relative to an
index, of earnings per share or improvements in the Company's attainment of
expense levels, and implementing or completion of critical projects. The
Committee shall establish the relevant performance conditions within 90 days
after the commencement the performance period (or such later date as may be
required or permitted by Section 162(m) of the Code). The Committee may, in its
discretion, reduce or eliminate the amount of payment with respect to an Award
of performance shares to a Covered Employee, notwithstanding the achievement of
a specified performance condition. The maximum number of performance shares
subject to any Award to a Covered Employee is 250,000 for each 12 months during
the performance period (or, to the extent the Award is paid in cash, the maximum
dollar amount of any such Award is the equivalent cash value of such number of
Common Shares at the closing price on the last trading day of the performance


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period). An Award of performance shares to a Participant who is a Covered
Employee shall (unless the Committee determines otherwise) provide that in the
event of the employee's termination of employment prior to the end of the
performance period for any reason, such Award will be payable only (A) if the
applicable performance conditions are achieved and (B) to the extent, if any, as
the Committee shall determine.

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

11. SHARE AWARDS. Subject to such performance and employment
conditions as the Committee may determine, awards of Common Shares or awards
based on the value of the Common Shares may be granted either alone or in
addition to other Awards granted under the Plan. Any Awards under this
Section 11 and any Common Shares covered by any such Award may be forfeited to
the extent so provided in the Award agreement, as determined by the Committee.
Payment of Common Share awards made under this Section which are based on the
value of Common Shares may be made in Common Shares or in cash or in a
combination thereof (based upon the Fair Market Value of Common Shares on the
date of payment), all as determined by the Committee in its sole discretion.


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12. NON-EMPLOYEE TRUSTEE STOCK OPTIONS.

(a) INITIAL GRANT. Nonqualified Stock Options to purchase
10,000 Common Shares shall be granted automatically to each Non-Employee Trustee
who is a Non-Employee Trustee as of the date of the Initial Public Offering.
With respect to each person who becomes a Non-Employee Trustee after such date,
Nonqualified Stock Options to purchase 10,000 Common Shares shall be granted
automatically to each such Non-Employee Trustee on the day he or she first
becomes a Non-Employee Trustee.

(b) SUBSEQUENT OPTIONS. In addition to the Nonqualified Stock
Options granted to Non-Employee Trustees under Section 10(a), Nonqualified Stock
Options to purchase 3,333 Common Shares shall be granted automatically to each
Non-Employee Trustee on the day after the annual meeting of shareholders for
1998 and each annual meeting thereafter; PROVIDED, HOWEVER, he or she continues
to serve as a Non-Employee Trustee on such date.

(c) OPTION PRICE. The purchase price for each Option granted
under this Section 10 to a Non-Employee Trustee shall be the Fair Market Value
of the Common Shares on the date of grant of the Option.

(d) EXERCISABILITY. Each Initial Option granted under Section
10(a) shall become exercisable and vest at a rate of 33-1/3% on each of the
first, second and third anniversaries of the date of grant of such Option;
PROVIDED, HOWEVER, that no Option shall become exercisable earlier than the time
that the Plan is approved by the shareholders of the Company in accordance with
Section 24; PROVIDED, FURTHER, that upon the occurrence of a Change in


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Control before such shareholder approval, all Options shall vest and become
immediately exercisable in accordance with Section 13. Subsequent Options
granted under Section 12(b) shall become exercisable and vest 1 year from the
date of the grant thereof.

(e) METHOD OF EXERCISE. Each Option granted under this Section
12 may be exercised in the same manner as provided in Section 7(e).

(f) OPTION PERIOD. Each Option granted under this Section 12
shall terminate 10 years from the date of grant unless sooner terminated by
reason of termination of service as a trustee of the Company and its
Subsidiaries.

(g) TERMINATION OF TRUSTEE STATUS.

(i) In the event of termination of service as a trustee of
the Company and its Subsidiaries for any reason other than death or
permanent disability (as determined by the Committee), an Option
granted under this Section 12 (to the extent exercisable as of the
date of termination) shall be exercisable for 90 days following such
termination (but in no event beyond the term of the Option), and shall
thereafter terminate.

(ii) In the event of the death of a Non-Employee Trustee
while a trustee of the Company or any Subsidiaries, the Option (to the
extent exercisable as of the date of death), shall be exercisable by
any prior transferee or by the Non-Employee Trustee's designated
beneficiary, or if none, the person(s) to whom such Non-Employee
Trustee's rights under the Option are transferred


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by will or the laws of descent and distribution for 1 year following
the date of death (but in no event beyond the term of the Option), and
shall thereafter terminate.

(iii) In the event of the termination of service as a
trustee of the Company and its Subsidiaries due to permanent
disability (as determined by the Committee), the Option (to the extent
exercisable as of the date of termination), shall be exercisable for 1
year following such termination of service (but in no event beyond the
term of the Option), and shall thereafter terminate.

(h) Except as expressly provided in this Section 12, any Option
granted to a Non-Employee Trustee hereunder shall be subject to the terms and
conditions of the Plan.

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

14. FORFEITURE. Notwithstanding anything in the Plan to the
contrary, the Committee may provide in any Award agreement that in the event of
a serious breach of conduct


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by an employee, former employee, trustee, or former trustee (including, without
limitation, any conduct prejudicial to or in conflict with the Company or its
Subsidiaries), or any activity of any employee or former employee in competition
with any of the businesses of the Company or any Subsidiary, the Committee may
(a) cancel any outstanding Award granted to such employee, former employee,
trustee, or former trustee, in whole or in part, whether or not vested, and/or
(b) if such conduct or activity occurs within 1 year following the exercise or
payment of an Award, require such employee, former employee, trustee, or former
trustee to repay to the Company any gain realized or payment received upon the
exercise or payment of such Award (with such gain or payment valued as of the
date of exercise or payment). Such cancellation or repayment obligation shall
be effective as of the date specified by the Committee. Any repayment
obligation may be satisfied in Common Shares or cash or a combination thereof
(based upon the Fair Market Value of Common Shares on the day prior to the date
of payment), and the Committee may provide for an offset to any future payments
owed by the Company or any Subsidiary to the employee, former employee, trustee,
or former trustee if necessary to satisfy the repayment obligation. The
determination of whether an employee, former employee, trustee, or former
trustee has engaged in a serious breach of conduct or any activity in
competition with any of the businesses of the Company or any Subsidiary shall be
determined by the Committee in good faith and in its sole discretion. This
Section 14 shall have no application following a Change in Control.


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15. WITHHOLDING. The Company shall have the right to deduct from any
payment to be made pursuant to the Plan the amount of any taxes required by law
to be withheld therefrom, or to require a Participant to pay to the Company in
cash such amount required to be withheld prior to the issuance or delivery of
any Common Shares or the payment of cash under the Plan. Such taxes may be paid
by (a) delivering previously owned Common Shares or (b) having the Company
retain Common Shares which would otherwise be delivered upon exercise or payment
of Awards or (c) any combination of a cash payment or the methods set forth in
(a) and (b) above. For purposes of (a) and (b) above, Common Shares shall be
valued at Fair Market Value determined as of the day immediately prior to
exercise or payment. If and to the extent authorized by the Committee, the
Company may, upon election by a Participant, withhold from any distribution of
Common Shares hereunder, Common Shares with a Fair Market Value in excess of the
Participant's required withholding obligation.

16. NONTRANSFERABILITY, BENEFICIARIES. Unless otherwise determined
by the Committee with respect to the transferability of Nonqualified Stock
Options by a Participant to his Immediate Family Members (or to trusts or
partnerships or limited liability companies established for such family
members), no Award shall be assignable or transferable by the Participant,
otherwise than by will or the laws of descent and distribution or pursuant to a
beneficiary designation, and Options shall be exercisable, during the
Participant's lifetime, only by the Participant (or by the Participant's legal
representatives in the event of the Participant's incapacity). Each Participant
may


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designate a beneficiary to exercise any Option held by the Participant at the
time of the Participant's death or to be assigned any other Award outstanding at
the time of the Participant's death. If no beneficiary has been named by a
deceased Participant, any Award held by the Participant at the time of death
shall be transferred as provided in his will or by the laws of descent and
distribution. Except in the case of the holder's incapacity, an Option may only
be exercised by the holder thereof.

17. NO RIGHT TO EMPLOYMENT. Nothing contained in the Plan or in any
Award under the Plan shall confer upon any employee any right with respect to
the continuation of employment with the Company or any of its Subsidiaries, or
interfere in any way with the right of the Company to terminate his or her
employment at any time. Nothing contained in the Plan shall confer upon any
employee or other person any claim or right to any Award under the Plan.

18. GOVERNMENTAL COMPLIANCE. Each Award under the Plan shall be
subject to the requirement that if at any time the Committee shall determine
that the listing, registration or qualification of any shares issuable or
deliverable thereunder upon any securities exchange or under any Federal or
state law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition thereof, or in connection therewith, no
such grant or award may be exercised or shares issued or delivered unless such
listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Committee.

19. ADJUSTMENTS. In the event of any change in the outstanding
Common Shares by reason of any share


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dividend or split, recapitalization, merger, consolidation, spinoff, combination
or exchange of shares or other corporate change, or any distribution to holders
of Common Shares other than regular cash dividends, the number or kind of shares
available for Options and Awards under the Plan may be adjusted by the Committee
as it shall in its sole discretion deem equitable and the number and kind of
shares subject to any outstanding Awards granted under the Plan and the purchase
price thereof may be adjusted by the Committee as it shall in its sole
discretion deem equitable to preserve the value of such Awards.

20. AWARD AGREEMENT. Each Award under the Plan shall be evidenced by
an agreement setting forth the terms and conditions, as determined by the
Committee, which shall apply to such Award, in addition to the terms and
conditions specified in the Plan.

21. AMENDMENT. The Board may amend, suspend or terminate the Plan or
any portion thereof at any time, provided that (a) no amendment shall be made
without shareholder approval if such approval is necessary to comply with any
applicable law, regulation or stock exchange rule and (b) except as provided in
Section 19, no amendment shall be made that would adversely affect the rights of
a Participant under an Award theretofore granted, without such Participant's
written consent.

22. GENERAL PROVISIONS.

(a) The Committee may require each Participant purchasing or
acquiring shares pursuant to an Award under the Plan to represent to and agree
with the Company in


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writing that such Participant is acquiring the shares for investment and
without a view to distribution thereof.

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

(c) It is the intent of the Company that the Plan satisfy, and
be interpreted in a manner that satisfies, the applicable requirements of Rule
16b-3 as promulgated under Section 16 of the Exchange Act so that Participants
will be entitled to the benefit of Rule 16b-3, or any other rule promulgated
under Section 16 of the Exchange Act, and will not be subject to short-swing
liability under Section 16. Accordingly, if the operation of any provision of
the Plan would conflict with the intent expressed in this Section 22(c), such
provision to the extent possible shall be interpreted and/or deemed amended so
as to avoid such conflict.

(d) Except as otherwise provided by the Committee in the
applicable grant or Award agreement, a


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Participant shall have no rights as a shareholder with respect to any shares of
Common Shares subject to an Award until a certificate or certificates evidencing
Common Shares shall have been issued to the Participant and, subject to
Section 19, no adjustment shall be made for dividends or distributions or other
rights in respect of any share for which the record date is prior to the date on
which Participant shall become the holder of record thereof.

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

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

23. TERM OF PLAN. Subject to earlier termination pursuant to
Section 21, the Plan shall have a term of 10 years from its Effective Date.

24. EFFECTIVE DATE; APPROVAL OF SHAREHOLDERS. The Plan is effective
as of ________ __, 1997. The Plan is conditioned upon the approval of the
shareholders of the Company prior to the Initial Public Offering, and failure to
receive their approval shall render the Plan and all outstanding Awards issued
thereunder void and of no effect; PROVIDED, HOWEVER, that this limitation shall
have no effect upon the occurrence of a Change in Control before such
shareholder approval, and all Awards shall be exercisable in accordance with
their terms.


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