EXHIBIT 10.5

                      SARATOGA INTERNATIONAL HOLDINGS CORP.

                             1998 STOCK OPTION PLAN


                                    ARTICLE I

                               Purpose of the Plan

     The purpose of this Plan is to encourage and enable  directors,  employees,
consultants and others who are in a position to make  significant  contributions
to the success of Western Oil & Tire  Distributors,  Inc. and of its  affiliated
corporations upon whose judgment, initiative and efforts the Corporation depends
for the successful conduct of its business,  to acquire a closer  identification
of their  interests  with  those  of the  Corporation  by  providing  them  with
opportunities  to purchase stock in the Corporation  pursuant to options granted
hereunder,  thereby  stimulating  their efforts on behalf of the Corporation and
strengthening their desire to remain involved with the Corporation.

                                   ARTICLE II

                                   Definitions

2.1  "Affiliated Corporation" means any stock corporation of which a majority of
     the voting common or capital  stock is owned  directly or indirectly by the
     Corporation.

2.2  "Award" means an Option granted under Article V.

2.3  "Board"  means the Board of Directors  of the  Corporation  and  "Director"
     means a member of the Board of Directors.

2.4  "Code"  means the Internal  Revenue  Code of 1986,  as amended from time to
     time.

2.5  "Corporation"  means  Western  Oil  &  Tire  Distributors,  Inc.  a  Nevada
     corporation, or its successor.

2.6  "Employee"  means  any  person  who is a  regular  full-time  or  part-time
     employee  of the  Corporation  or an  Affiliated  Corporation  on or  after
     November 1, 1998.

2.7  "Option" means an Incentive Stock Option or Non-Qualified Option granted by
     the Board  under  Article V of this Plan in the form of a right to purchase
     Stock  evidenced by an instrument  containing  such provisions as the Board
     may establish.

2.8  "Plan" means this 1998 Stock Option Plan.

2.9  "Participant" means a person who is to receive an award under the plan.

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2.10 "Reporting  Person" means a person  subject to Section 16 of the Securities
     Exchange Act of 1934, as amended, or any successor provision.

2.11 "Incentive  Stock  Option"  ("ISO")  means an option which  qualifies as an
     incentive stock option as defined in Section 422A of the Code, as amended.

2.12 Non-Qualified  Option"  means any  option  not  intended  to  qualify as an
     Incentive Stock Option.

2.13 "Stock" means the Common Stock, par value $0.001, of the Corporation or any
     successor,  including  any  adjustments  in the event of changes in capital
     structure of the type described in Article IX.

                                   ARTICLE III

                           Administration of the Plan

3.1  Administration  by Board.  This plan shall be  administered by the Board of
     Directors of the  Corporation.  The Board may, from time to time,  delegate
     any of its  functions  under  this  plan  to one or  more  Committees.  All
     references  in this Plan to the Board shall also  include the  Committee or
     Committees,  if one or more have been appointed by the Board.  From time to
     time the Board may increase the size of the  Committee  or  committees  and
     appoint additional members thereto,  remove members (with or without cause)
     and appoint new members in substitution therefore,  fill vacancies however,
     caused, or remove all members of the committee or committees and thereafter
     directly  administer the Plan. No member of the Board or a committee  shall
     be liable for any action or  determination  made in good faith with respect
     to the Plan or any options granted hereunder.

     If a Committee is appointed by the Board,  a majority of the members of the
     Committee  shall  constitute  a  quorum,  and  all  determinations  of  the
     Committee  under  the Plan may be made  without  notice or  meeting  of the
     Committee by a writing signed by a majority of Committee members.  Upon the
     registration  of the Stock under the  Securities  Exchange Act of 1934, the
     Board shall  delegate the power to select  officers to receive Awards under
     the Plan, and the timing, pricing and amount of such Awards to a Committee,
     all members of which shall be "disinterested persons" within the meaning of
     Rule 16b-3 under the Act.

3.2  Powers. The Board of Directors and/or any committee  appointed by the Board
     shall have full and final  authority to operate,  manage and administer the
     Plan on behalf of the  Corporation.  This  authority  includes,  but is not
     limited to:

     (a)  The power to grant Awards  conditionally or  unconditionally,

     (b)  The power to prescribe the form or forms of the instruments evidencing
          Awards  granted under this Plan,

     (c)  The power to interpret the Plan,

     (d)  The power to provide  regulations  for the  operation of the incentive
          features  of  the  Plan,   and  otherwise  to  prescribe  and  rescind
          regulations for  interpretation,  management and administration of the
          Plan,

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     (e)  The power to delegate  responsibility  for Plan operation,  management
          and  administration  on such terms,  consistent  with the Plan, as the
          Board may establish,

     (f)  The  power  to  delegate  to  other  persons  the   responsibility  of
          performing ministerial acts in furtherance of the Plan's purpose, and

     (g)  the  Power  to  engage  the   services  of  persons,   companies,   or
          organizations in furtherance of the Plan's purposes, including but not
          limited  to,  banks,   insurance   companies,   brokerage   firms  and
          consultants.

3.3  Additional  powers.  In  addition,  as to each  Option  to buy Stock of the
     Corporation,  the  Board  shall  have  full  and  final  authority  in  its
     discretion:

     (a)  to determine the number of shares of Stock subject to each Option;

     (b)  to determine the time or times at which Options will be granted;

     (c)  to determine  the option price of the shares of Stock  subject to each
          Option, which price shall be not less than the minimum price specified
          in Article V of the Plan;

     (d)  to  determine  the  time  or  times  when  each  Option  shall  become
          exercisable  and the duration of the exercise  period  (including  the
          acceleration  of any  exercise  period),  which  shall not  exceed the
          maximum period specified in Article V; and

     (e)  to determine  whether each Option granted shall be an Incentive  Stock
          Option or a Non-Qualified Option.

          In no event may the Company  grant an  Employee  any  Incentive  Stock
          Option that is first  exercisable  during any one calendar year to the
          extent the aggregate fair market value of the Stock (determined at the
          time the options are granted) exceeds $100,000 (under all stock option
          plans of the  Corporation and any Affiliated  Corporation);  provided,
          however,  that this  paragraph  shall  have no force and effect if its
          inclusion in the Plan is not  necessary  for  Incentive  Stock Options
          issued  under  the  Plan  to  qualify  as  such  pursuant  to  Section
          422A(d)(1) of the Code.

                                   ARTICLE IV

                                  Eligibility

4.1  Eligible Employees.  All Employees  (including Directors who are Employees)
     are eligible to be granted Incentive Stock Option and Non-Qualified  Option
     Awards under this Plan.

4.2  Consultants,  Directors and other Non-Employees.  Any Consultant,  Director
     (whether or not an Employee) and any other  Non-Employee  is eligible to be
     granted Non-Qualified Option Awards under the Plan.

4.3  Relevant Factors. In selecting individual Employees, Consultants, Directors
     and other  Non-Employees  to whom Awards shall be granted,  the Board shall
     weigh such factors as are relevant to accomplish the purpose of the Plan as
     stated in Article I. An  individual  who has been  granted and Award may be
     granted one or more  additional  Awards,  if the Board so  determines.  The
     granting  of  an  Award  to  any  individual  shall  neither  entitle  that
     individual to, or disqualify him from,  participation in any other grant of
     Awards.

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                                    ARTICLE V

                               Stock Option Awards

5.1  Number of Shares. Subject to the provisions of Article IX of this Plan, the
     aggregate  number of shares of Stock for which Options may be granted under
     this Plan shall not exceed  3,000,000  shares.  The shares to be  delivered
     upon  exercise of Options under this Plan shall be made  available,  at the
     discretion of the Board, either from authorized but unissued shares or from
     previously issued and reacquired shares of Stock held by the Corporation as
     treasury shares including shares purchased in the open market.

     Stock  issuable  upon  exercise of an Option  granted under the Plan may be
     subject  to such  restrictions  on  transfer,  repurchase  rights  or other
     restrictions as shall be determined by the Board of Directors.

5.2  Effect of  Expiration,  Termination  or Surrender.  If an Option under this
     Plan  shall  expire  or  terminate  unexercised  as to any  shares  covered
     thereby,  or shall  cease for any reason to be  exercisable  in whole or in
     part, or if the Company shall reacquire any unvested shares issued pursuant
     to Options  under the Plan,  such shares shall  thereafter be available for
     the granting of other Options under this Plan.

5.3  Term of Options.  The full term of each Option granted  hereunder  shall be
     for such  period as the Board  shall  determine.  In the case of  Incentive
     Stock Options granted  hereunder,  the term shall not exceed ten (10) years
     from the date of granting thereof.  Each Option shall be subject to earlier
     termination  as  provided  in  Sections  6.3 and 6.4.  Notwithstanding  the
     foregoing, options intended to qualify as "Incentive Stock Options" may not
     be granted to any employee who at the time such option is granted owns more
     than ten percent (10%) of the total combined voting power of all classes of
     stock of the  Company  unless  such  option  is not  exercisable  after the
     expiration of five (5) years from the date such option is granted.

5.4  Option Price. The Option price shall be determined by the Board at the time
     any Option is granted. In the case of Incentive Stock Options, the exercise
     price  shall not be less than 100% of the fair  market  value of the shares
     covered  thereby at the time the Incentive  Stock Option is granted (but in
     no event less than par value),  provided  that no  Incentive  Stock  Option
     shall be  granted  hereunder  to any  Employee  if at the time of grant the
     Employee,  directly or indirectly,  owns Stock  possessing more than 10% of
     the combined  voting power of all classes of stock of the  Corporation  and
     its Affiliated  Corporations unless the Incentive Stock Option price equals
     not less than 110% of the fair market value of the shares  covered  thereby
     at the  time  the  Incentive  Stock  Option  is  granted.  In the  case  of
     Non-Qualified  Stock  Options,  the exercise price shall be any price which
     may be less  than  the  fair  market  value  of the  stock  at the time the
     Non-Qualified Stock Option is granted.

5.5  Fair Market Value. If, at the time an Option is granted under the Plan, the
     Corporation's  Stock is  publicly  traded,  "fair  market  value"  shall be
     determined  as of the last  business  day for  which  the  prices or quotes
     discussed in this sentence are  available  prior to the date such Option is
     granted  and shall mean (i) the  average (on that date) of the high and low
     prices of the Stock on the principal national  securities exchange on which
     the Stock is traded,  if the Stock is then traded on a national  securities
     exchange;  or (ii) the last reported sale price (on that date) of the Stock
     on the NASDAQ  National  Market List,  if the Stock is not then traded on a
     national securities exchange; or (iii) the closing bid price (or average of
     bid prices) last quoted (on that date) by an established  quotation service
     for over-the-counter securities, if the Stock is not reported on the NASDAQ
     National Market List.  However,  if the Stock is not publicly traded at the
     time an Option is granted  under the Plan,  "fair  market  value"  shall be
     deemed to be the fair value of the Stock as  determined  by the Board after
     taking  into   consideration  all  factors  which  it  deems   appropriate,
     including, without limitation, recent sale and offer prices of the Stock in
     private transactions negotiated at arm's length.

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5.6  Non-Transferability  of Options. No Option granted under this Plan shall be
     transferable  by the grantee  otherwise than by will or the laws of descent
     and  distribution,  and such Option may be exercised  during the  grantee's
     lifetime only by the grantee.

5.7  Foreign  Nationals.  Awards may be granted to Participants  who are foreign
     nationals  or  employed  outside  the  United  States  on  such  terms  and
     conditions  different  from those  specified  in the Plan as the  Committee
     considers  necessary  or  advisable  to achieve the purposes of the Plan or
     comply with applicable laws.

                                   ARTICLE VI

                               Exercise of Option

6.1  Exercise.  Each Option granted under this Plan shall be exercisable on such
     date or dates and during such period and for such number of shares as shall
     be determined pursuant to the provisions of the instrument  evidencing such
     Option.  The Board shall have the right to accelerate  the date of exercise
     of any option,  provided  that, the Board shall not accelerate the exercise
     date of any  Incentive  Stock  Option  granted if such  acceleration  would
     violate the annual vesting  limitation  contained in Section  422A(d)(1) of
     the Code.

6.2  Notice of  Exercise.  A person  electing to  exercise an Option  shall give
     written  notice to the  Corporation  of such  election and of the number of
     shares he or she has elected to purchase  and shall at the time of exercise
     under  the full  purchase  price of the  shares  he or she has  elected  to
     purchase.  The purchase price can be paid partly or completely in shares of
     the  Corporation's  Stock valued at Fair Market Value as defined in Section
     5.5. hereof, or by any such other lawful currency.

6.3  Cessation of Employment.  If the optionee shall cease to be an Employee for
     any reason other than death,  such Option shall  thereafter be  exercisable
     only to the extent of the purchase rights, if any, which have accrued as of
     the date of such cessation;  provided that (i) the Board may provide in the
     instrument  evidencing  any  Option  that  the  Board  may in its  absolute
     discretion, upon any such cessation of employment,  determine (but be under
     no  obligation  to determine)  that such accrued  purchase  rights shall be
     deemed to include additional shares covered by such Option; and (ii) unless
     the Board shall  otherwise  price in the instrument  evidencing any Option,
     upon any such  cessation of employment,  such remaining  rights to purchase
     shall in any event  terminate upon the earlier of (A) the expiration of the
     original term of the Option;  or (B) where such  cessation of employment is
     on account of disability,  the expiration of one year from the date of such
     cessation of employment and, otherwise, the expiration of three months from
     such date.  For  purposes  of the Plan,  the term  "disability"  shall mean
     "permanent  and total  disability"  as defined in Section  22(e)(3)  of the
     Code.

6.4  Death of Options.  Should an optionee die while in  possession of the legal
     right to exercise  an Option or Options  under this Plan,  such  persons as
     shall have  acquired,  by will or by the laws of descent and  distribution,
     the  right  to  exercise  any  Options  theretofore  granted,  may,  unless
     otherwise  provided by the Board in any  instrument  evidencing any Option,
     exercise such Options at any time prior to one year from the date of death;
     provided,  that such Option or Options  shall expire in all events no later
     than the last day of the original term of such Option;  provided,  further,

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     that any such exercise  shall be limited to the purchase  rights which have
     accrued as of the date when the optionee ceased to be an Employee,  whether
     by  death  or  otherwise,  unless  the  Board  provides  in the  instrument
     evidencing  such Option that, in the  discretion  of the Board,  additional
     shares  covered by such Option may become  subject to purchase  immediately
     upon the death of the optionee.

                                   ARTICLE VII

                         Terms and Conditions of Options

     Options shall be evidenced by instruments  (which need not be identical) in
such forms as the Board may from time to time approve.  Such  instruments  shall
conform to the terms and  conditions  set forth in  Articles 5 and 6 thereof and
may contain such other  provisions  as the Board deems  advisable  which are not
inconsistent with the Plan, including restrictions applicable to shares of Stock
issuable upon exercise of Options.  In granting any  Non-Qualified  Option,  the
Board may  specify  that  such  Non-Qualified  Option  shall be  subject  to the
restrictions  set forth herein with respect to Incentive  Stock  Options,  or to
such other  termination and cancellation  provisions as the Board may determine.
The Board may from time to time confer  authority and  responsibility  on one or
more of its own  members  and/or  one or more  officers  of the  Corporation  to
execute and deliver such  instruments.  The proper  officers of the  Corporation
authorized  and directed to take any and all action  necessary or advisable from
time to time to carry out the term of such instruments.

                                  ARTICLE VIII

                                  Benefit Plans

     Awards  under  the Plan  are  discretionary  and are not a part of  regular
salary. Awards may not be used in determining the amount of compensation for any
purpose  under  the  benefit  plans  of  the   Corporation,   or  an  Affiliated
Corporation,  except  as the  Board  may from  time to time  expressly  provide.
Neither the Plan, an Option or any instrument  evidencing an Option confers upon
any  Employee  the right to  continued  employment  with the  Corporation  or an
Affiliated Corporation.

                                   ARTICLE IX

                 Amendment, Suspension or Terminationof the Plan

     The  Board  may  suspend  the Plan or any part  thereof  at any time or may
terminate  the Plan in its  entirety.  Awards  shall not be  granted  after Plan
termination.  The Board may also amend the Plan from time to time,  except  that
amendments which affect the following  subjects must be approved by stockholders
of the Corporation:

(a)  Except as provided in Article X relative to capital changes,  the number of
     shares as to which Options may be granted pursuant to Article V;

(b)  The maximum term of Options granted;

(c)  The minimum price at which Options may be granted;

(d)  The term of the Plan; and

(e)  The requirements as to eligibility for  participation  in the Plan.  Awards
     granted prior to suspension or termination of the Plan may not be cancelled
     solely because of such suspension or  termination,  except with the consent
     of the grantee of the Award.

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                                    ARTICLE X

                          Changes in Capital Structure

     The instruments  evidencing  Options granted  hereunder shall be subject to
adjustment in the event of changes in the  outstanding  Stock of the Corporation
by reason of Stock dividends, Stock splits, recapitalizations,  reorganizations,
mergers,  consolidations,  combinations,  exchanges or other relevant changes in
capitalization  occurring after the date of an Award to the same extend as would
affect an actual share of Stock issued and  outstanding on the effective date of
such change. Such adjustment to outstanding Options shall be made without change
in the total price applicable to the unexercised portion of such options,  and a
corresponding adjustment in the applicable option price per share shall be made.
In the event of any such change,  the aggregate number and classes of shares for
which  Options may  thereafter  be granted under Section 5.1 of this Plan may be
appropriately adjusted as determined by the Board so as to reflect such change.

     Notwithstanding  the  foregoing,  any  adjustments  made  pursuant  to this
Article X with respect to Incentive  Stock  Options shall be made only after the
Board,  after  consulting with counsel for the Corporation,  determines  whether
such  adjustments  would  constitute a  "modification"  of such Incentive  Stock
Options  (as that term is defined in Section 425 of the Code) or would cause any
adverse tax consequences for the holders of such Incentive Stock Options. If the
Board  determines  that such  adjustments  made with respect to Incentive  Stock
Options would constitute a modification of such Incentive Stock Options,  it may
refrain from making such adjustments.

     In the event of the proposed dissolution or liquidation of the Corporation,
each  Option  will  terminate  immediately  prior  to the  consummation  of such
proposed  action or at such other time and subject to such other  conditions  as
shall be determined by the Board.

     Except as expressly  provided  herein,  no issuance by the  Corporation  of
shares of stock of any class, or securities  convertible into shares of stock of
any class,  shall affect, and no adjustment by reason thereof shall be made with
respect  to, the number or price of shares  subject to Options.  No  adjustments
shall be made for dividends paid in cash or in property other than securities of
the Corporation.

     No fractional  shares shall be issued under the Plan and the optionee shall
receive from the Corporation cash in lieu of such fractional shares.

                                   ARTICLE XI

                       Effective Date and Term of the Plan

     The Plan  shall  become  effective  on  November  1,  1998.  The Plan shall
continue  until  such  time as it may be  terminated  by  action  of the  Board;
provided,  however,  that no Options may be granted  under this plan on or after
the tenth anniversary of the effective date hereof.

                                   ARTICLE XII

                 Conversion of ISO's into Non-Qualified Options

     The Board,  at the written  request of any optionee,  may in its discretion
take such actions as may be necessary to convert such optionee's Incentive Stock
Options,  that  have  not  been  exercised  on  the  date  of  conversion,  into
Non-Qualified  Options at any time  prior to the  expiration  of such  Incentive
Stock  Options,  regardless  of  whether  the  optionee  is an  employee  of the
Corporation or an Affiliated  Corporation at the time of such  conversion.  Such
actions may include,  but not be limited to,  extending  the exercise  period or
reducing the exercise price of such Options. At the time of such conversion, the

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Board  (with the consent of the  optionee)  may impose  such  conditions  on the
exercise of the resulting  Non-Qualified  Options as the Board in its discretion
may determine,  provided that such conditions shall not be inconsistent with the
Plan. Nothing in the Plan shall be deemed to give any optionee the right to have
such optoinee's  Incentive Stock Options converted into  Non-Qualified  Options,
and no such conversion shall occur until and unless the Board takes  appropriate
action.  The Board,  with the consent of the  optionee,  may also  terminate any
portion of any Incentive Stock Option that has not been exercised at the time of
such termination.

                                  ARTICLE XIII

                              Application of Funds

     The proceeds  received by the Corporation  from the sale of shares pursuant
to Options granted under the Plan shall be used for general corporate purposes.

                                   ARTICLE XIV

                             Governmental Regulation

     The Corporation's obligation to sell and deliver shares of Stock under this
Plan is  subject to the  approval  of any  governmental  authority  required  in
connection with the authorization, issuance or sale of such shares.

                                   ARTICLE XV

                     Withholding of Additional Income Taxes

     Upon  the  exercise  of  a   Non-Qualified   Option  or  the  making  of  a
Disqualifying  Disposition  (as  defined in  Article  XVI) the  Corporation,  in
accordance  with Section  3402 (a) of the Code,  may require the optionee to pay
additional  withholding  taxes  in  respect  of the  amount  that is  considered
compensation  includible  in  such  person's  gross  income.  The  Board  in its
discretion  may  condition  the  exercise  of an Option on the  payment  of such
additional withholding taxes.

                                   ARTICLE XVI

                 Notice to Company of Disqualifying Disposition

     Each  employee who receives an incentive  Stock Option must agree to notify
the Corporation in writing  immediately after the employee makes a Disqualifying
Disposition of any Stock acquired pursuant to the exercise of an Incentive Stock
Option. A Disqualifying  Disposition is any disposition  (including any sale) of
such Stock  before the later of (a) two years  after the date the  employee  was
granted the  Incentive  Stock Option or (b) one year after the date the employee
acquired  Stock by exercising  the incentive  Stock Option.  If the employee has
died before such stock is sold,  these holding period  requirements do not apply
and no Disqualifying Disposition can occur thereafter.

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                                  ARTICLE XVII

                           Governing Law; Construction

     The validity and  construction of the Plan and the  instruments  evidencing
Options shall be governed by the laws of the State of Nevada. In construing this
Plan,  the  singular  shall  include the plural and the  masculine  gender shall
include the feminine and neuter, unless the context otherwise requires.

                                  ARTICLE XVIII

                          Reporting Person limitations

     To the extent required to qualify for the exemption  provided by rule 16b-3
under the Securities Exchange Act of 1934, and any successor provision, at least
six months must lapse from the date of  acquisition  of an Option by a Reporting
Person to the date of  disposition  of such Option (other than upon exercise) or
its underlying Common Stock.


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