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COMPUFLIGHT, INC.
                             1995 STOCK OPTION PLAN

          1.  PURPOSE OF THE PLAN.  The 1995 Stock Option Plan (the "Plan") is
intended to advance the interests of Compuflight, Inc. (the "Company") (a) by
inducing individuals or entities of outstanding ability and potential to join
and/or remain with, or provide consulting or advisory services to, the Company,
(b) by encouraging and enabling eligible employees, non-employee Directors,
consultants and advisors to acquire proprietary interests in the Company, and
(c) by providing the participating employees, non-employee Directors,
consultants and advisors with an additional incentive to promote the success of
the Company.  This is accomplished by providing for the granting of "Options,"
which term as used herein includes both "Incentive Stock Options" and
"Nonstatutory Stock Options," as later defined, to employees, non-employee
Directors, consultants and advisors.
          2.   ADMINISTRATION.  The Plan shall be administered by the Board of
Directors of the Company (the "Board of Directors") or by a committee (the
"Committee") consisting of at least one (1) person chosen by the Board of
Directors.  Except as herein specifically provided, the interpretation and
construction by the Board of Directors or the Committee of any provision of the
Plan or of any Option granted under it shall be final and conclusive.  The
receipt of Options by Directors, or any members of the Committee, shall not
preclude their vote on any matters in connection with the administration or
interpretation of the Plan.
          3.   SHARES SUBJECT TO THE PLAN.  The stock subject to Options granted
under the Plan shall be shares of the Company's common stock, par value $.001
per share (the "Common Stock"), whether authorized but unissued or held in the
Company's treasury, or shares purchased from stockholders expressly for use
under the Plan.  The maximum number of shares of Common Stock which may be
issued pursuant to Options granted under the Plan shall not exceed in the
aggregate One Million Four Hundred Thousand (1,400,000), subject to adjustment
in accordance with the provisions of Section 12 hereof.  The Company shall at
all times while the Plan is in force reserve such number of shares of Common
Stock as will be sufficient to satisfy the requirements of all outstanding
Options granted under the Plan.  In the event any Option granted under the Plan
shall expire or terminate for any reason without having been exercised in full
or shall cease for any reason to be exercisable in whole or in part, the
unpurchased shares subject thereto shall again be available for Options under
the Plan.
          4.   PARTICIPATION.  The class of individuals that shall be eligible
to receive Options under the Plan shall be (a) with respect to Incentive Stock
Options described in Section 6 hereof, all employees (including officers) of
either the Company or any subsidiary corporation of the Company, and (b) with
respect to Nonstatutory Stock Options described in Section 7 hereof, all
employees (including officers) and non-employee Directors of, or


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consultants and advisors to, either the Company or any subsidiary corporation of
the Company; provided, however, that Nonstatutory Stock Options shall not be
granted to any such consultants and advisors unless (i) BONA FIDE services have
been or are to be rendered by such consultant or advisor and (ii) such services
are not in connection with the offer or sale of securities in a capital raising
transaction.  The Board of Directors or the Committee, in its sole discretion,
but subject to the provisions of the Plan, shall determine the employees and
non-employee Directors of, and the consultants and advisors to, the Company and
its subsidiary corporations to whom Options shall be granted, and the number of
shares to be covered by each Option, taking into account the nature of the
employment or services rendered by the individuals being considered, their
annual compensation, their present and potential contributions to the success of
the Company, and such other factors as the Board of Directors or the Committee
may deem relevant.
          5.   STOCK OPTION AGREEMENT.  Each Option granted under the Plan shall
be authorized by the Board of Directors or the Committee, and shall be evidenced
by a Stock Option Agreement which shall be executed by the Company and by the
individual to whom such Option is granted.  The Stock Option Agreement shall
specify the number of shares of Common Stock as to which any Option is granted,
the period during which the Option is exercisable, and the option price per
share thereof.
          6.   INCENTIVE STOCK OPTIONS.  The Board of Directors or the Committee
may grant Options under the Plan, which Options are intended to meet the
requirements of Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code"), and which are subject to the following terms and conditions and
any other terms and conditions as may at any time be required by Section 422 of
the Code (referred to herein as an "Incentive Stock Option"):
               (a)  No Incentive Stock Option shall be granted to individuals
other than employees of the Company or of a subsidiary corporation of the
Company.
               (b)  Each Incentive Stock Option under the Plan must be granted
prior to July 27, 2005, which is within ten (10) years from the date the Plan
was adopted by the Board of Directors.
               (c)  The option price of the shares subject to any Incentive
Stock Option shall not be less than the fair market value of the Common Stock at
the time such Incentive Stock Option is granted; provided, however, if an
Incentive Stock Option is granted to an individual who owns, at the time the
Incentive Stock Option is granted, more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or of a parent or
subsidiary corporation of the Company, the option price of the shares subject to
the Incentive Stock Option shall be at least one hundred ten percent (110%) of
the fair market value of the Common Stock at the time the Incentive Stock Option
is granted.


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               (d)  No Incentive Stock Option granted under the Plan shall be
exercisable after the expiration of ten (10) years from the date of its grant.
However, if an Incentive Stock Option is granted to an individual who owns, at
the time the Incentive Stock Option is granted, more than ten percent (10%) of
the total combined voting power of all classes of stock of the Company or of a
parent or subsidiary corporation of the Company, such Incentive Stock Option
shall not be exercisable after the expiration of five (5) years from the date of
its grant.  Every Incentive Stock Option granted under the Plan shall be subject
to earlier termination as expressly provided in Section 10 hereof.
               (e)  For purposes of determining stock ownership under this
Section 6, the attribution rules of Section 425(d) of the Code shall apply.
               (f)  For purposes of the Plan, fair market value shall be
determined by the Board of Directors or the Committee. If the Common Stock is
listed on a national securities exchange or traded on the Over-the-Counter
market, fair market value shall be the closing selling price or, if not
available, the closing bid price or, if not available, the high bid price of the
Common Stock quoted on such exchange, or on the Over-the-Counter market as
reported by the National Association of Securities Dealers Automated Quotation
(NASDAQ) system or if the Common Stock is not listed on NASDAQ, then by the
National Quotation Bureau, Incorporated, as the case may be, on the day
immediately preceding the day on which the Option is granted, or, if there is no
trading or bid price on that day, the closing selling price, closing bid price
or high bid price on the most recent day which precedes that day and for which
such prices are available.
          7.   NONSTATUTORY STOCK OPTIONS.  The Board of Directors or the
Committee may grant Options under the Plan which are not intended to meet the
requirements of Section 422 of the Code, as well as Options which are intended
to meet the requirements of Section 422 of the Code but the terms of which
provide that they will not be treated as Incentive Stock Options (referred to
herein as a "Nonstatutory Stock Option").  Nonstatutory Stock Options which are
not intended to meet those requirements shall be subject to the following terms
and conditions:
               (a)  A Nonstatutory Stock Option may be granted to any individual
or entity eligible to receive an Option under the Plan pursuant to Section 4(b)
hereof.
               (b)  The option price of the shares subject to a Nonstatutory
Stock Option shall be determined by the Board of Directors or the Committee, in
its sole discretion, at the time of the grant of the Nonstatutory Stock Option;
provided, however, that the option price of the shares subject to any
Nonstatutory Stock Option shall not be less than the fair market value of the
Common Stock at the time such Nonstatutory Stock Option is granted.
               (c)  A Nonstatutory Stock Option granted under the


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Plan may be of such duration as shall be determined by the Board of Directors or
the Committee (subject to earlier termination as expressly provided in Section
10 hereof); provided, however, that no Nonstatutory Stock Option granted under
the Plan shall be exercisable after the expiration of ten (10) years from the
date of its grant.
          8.   RIGHTS OF OPTION HOLDERS.  The holder of any Option granted under
the Plan shall have none of the rights of a stockholder with respect to the
stock covered by his Option until such stock shall be transferred to him upon
the exercise of his Option.
          9.   TRANSFERABILITY.  No Option granted under the Plan shall be
transferable by the individual or entity to whom it was granted otherwise than
by Will or the laws of descent and distribution, and, during the lifetime of
such individual, shall not be exercisable by any other person, but only by him.
          10.  TERMINATION OF EMPLOYMENT OR DEATH.
               (a)  Subject to the terms of the Stock Option Agreement, if the
employment of an employee by, or the services of a non-employee Director for, or
consultant or advisor to, the Company or a subsidiary corporation of the Company
shall be terminated for cause or voluntarily by the employee, non-employee
Director, consultant or advisor, then his or its Option shall expire forthwith.
Subject to the terms of the Stock Option Agreement, and except as provided in
subsections (b) and (c) of this Section 10, if such employment or services shall
terminate for any other reason, then such Option may be exercised at any time
within three (3) months after such termination, subject to the provisions of
subsection (d) of this Section 10.  For purposes of the Plan, the retirement of
an individual either pursuant to a pension or retirement plan adopted by the
Company or at the normal retirement date prescribed from time to time by the
Company shall be deemed to be termination of such individual's employment other
than voluntarily or for cause.  For purposes of this subsection (a), an
employee, non-employee Director, consultant or advisor who leaves the employ or
services of the Company to become an employee or non-employee Director of, or a
consultant or advisor to, the Company, a subsidiary corporation of the Company
or a corporation (or subsidiary or parent corporation of the corporation) which
has assumed the Option of the Company as a result of a corporate reorganization,
etc., shall not be considered to have terminated his employment or services.
               (b)  Subject to the terms of the Stock Option Agreement, if the
holder of an Option under the Plan dies (i) while employed by, or while serving
as a non-employee Director for or a consultant or advisor to, the Company or a
subsidiary corporation of the Company, or (ii) within three (3) months after the
termination of his employment or services other than voluntarily by the employee
or non-employee Director, consultant or advisor, or for cause, then such Option
may, subject to the


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provisions of subsection (d) of this Section 10, be exercised by the estate of
the employee or non-employee Director, consultant or advisor, or by a person who
acquired the right to exercise such Option by bequest or inheritance or by
reason of the death of such employee or non-employee Director, consultant or
advisor, at any time within one (1) year after such death.
               (c)  Subject to the terms of the Stock Option Agreement, if the
holder of an Option under the Plan ceases employment or services because of
permanent and total disability (within the meaning of Section 22(e)(3) of the
Code) while employed by, or while serving as a non-employee Director for or
consultant or advisor to, the Company or a subsidiary corporation of the
Company, then such Option may, subject to the provisions of subsection (d) of
this Section 10, be exercised at any time within one (1) year after his
termination of employment, termination of Directorship or termination of
consulting or advisory services, as the case may be, due to the disability.
               (d)  An Option may not be exercised pursuant to this Section 10
except to the extent that the holder was entitled to exercise the Option at the
time of termination of employment, termination of Directorship, termination of
consulting or advisory services, or death, and in any event may not be exercised
after the expiration of the Option.
               (e)  For purposes of this Section 10, the employment relationship
of an employee of the Company or of a subsidiary corporation of the Company will
be treated as continuing intact while he is on military or sick leave or other
bona fide leave of absence (such as temporary employment by the Government) if
such leave does not exceed ninety (90) days, or, if longer, so long as his right
to reemployment is guaranteed either by statute or by contract.
          11.  EXERCISE OF OPTIONS.
               (a)  Unless otherwise provided in the Stock Option Agreement, any
Option granted under the Plan shall be exercisable in whole at any time, or in
part from time to time, prior to expiration.  The Board of Directors or the
Committee, in its absolute discretion, may provide in any Stock Option Agreement
that the exercise of any Options granted under the Plan shall be subject (i) to
such condition or conditions as it may impose, including, but not limited to, a
condition that the holder thereof remain in the employ or service of, or
continue to provide consulting or advisory services to, the Company or a
subsidiary corporation of the Company for such period or periods from the date
of grant of the Option as the Board of Directors or the Committee, in its
absolute discretion, shall determine; and (ii) to such limitations as it may
impose, including, but not limited to, a limitation that the aggregate fair
market value of the Common Stock with respect to which Incentive Stock Options
are exercisable for the first time by any employee during any calendar year
(under all plans of the Company and its parent and subsidiary


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corporations) shall not exceed one hundred thousand dollars ($100,000).  In
addition, in the event that under any Stock Option Agreement the aggregate fair
market value of the Common Stock with respect to which Incentive Stock Options
are exercisable for the first time by any employee during any calendar year
(under all plans of the Company and its parent and subsidiary corporations)
exceeds one hundred thousand dollars ($100,000), the Board of Directors or the
Committee may, when shares are transferred upon exercise of such Options,
designate those shares which shall be treated as transferred upon exercise of an
Incentive Stock Option and those shares which shall be treated as transferred
upon exercise of a Nonstatutory Stock Option.
               (b)  An Option granted under the Plan shall be exercised by the
delivery by the holder thereof to the Company at its principal office (attention
of the Secretary) of written notice of the number of shares with respect to
which the Option is being exercised.  Such notice shall be accompanied or
followed within ten (10) days of delivery thereof by payment of the full option
price of such shares, and payment of such option price shall be made by the
holder's delivery of (i) his check payable to the order of the Company, or (ii)
previously acquired Common Stock, the fair market value of which shall be
determined as of the date of exercise, or by the holder's delivery of any
combination of the foregoing (i) and (ii).
          12.  ADJUSTMENT UPON CHANGE IN CAPITALIZATION.
               (a)  In the event that the outstanding Common Stock is hereafter
changed by reason of reorganization, merger, consolidation, recapitalization,
reclassification, stock split-up, combination of shares, reverse split, stock
dividend or the like, an appropriate adjustment shall be made by the Board of
Directors or the Committee in the aggregate number of shares available under the
Plan, in the number of shares and option price per share subject to outstanding
Options, and in any limitation on exerciseability referred to in Section
11(a)(ii) hereof which is set forth in outstanding Incentive Stock Options.  If
the Company shall be reorganized, consolidated, or merged with another
corporation, the holder of an Option shall be entitled to receive upon the
exercise of his Option the same number and kind of shares of stock or the same
amount of property, cash  or securities as he would have been entitled to
receive upon the happening of any such corporate event as if he had been,
immediately prior to such event, the holder of the number of shares covered by
his Option; provided, however, that in such event the Board of Directors or the
Committee shall have the discretionary power to take any action necessary or
appropriate to prevent any Incentive Stock Option granted hereunder which is
intended to be an "incentive stock option" from being disqualified as such under
the then existing provisions of the Code or any law amendatory thereof or
supplemental thereto.
               (b)  Any adjustment in the number of shares shall


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apply proportionately to only the unexercised portion of the Option granted
hereunder.  If fractions of a share would result from any such adjustment, the
adjustment shall be revised to the next lower whole number of shares.
          13.  FURTHER CONDITIONS OF EXERCISE.
               (a)  Unless prior to the exercise of the Option the shares
issuable upon such exercise have been registered with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, the
notice of exercise shall be accompanied by a representation or agreement of the
person or estate exercising the Option to the Company to the effect that such
shares are being acquired for investment purposes and not with a view to the
distribution thereof, or such other documentation as may be required by the
Company, unless in the opinion of counsel to the Company such representation,
agreement or documentation is not necessary to comply with such Act.
               (b)  The Company shall not be obligated to deliver any Common
Stock until it has been listed on each securities exchange on which the Common
Stock may then be listed or NASDAQ, as the case may be, or until there has been
qualification under or compliance with such federal or state laws, rules or
regulations as the Company may deem applicable.  The Company shall use
reasonable efforts to obtain such listing, qualification and compliance.
          14.  EFFECTIVENESS OF THE PLAN.  The Plan was adopted by the Board of
Directors on July 28, 1995.  The Plan shall be subject to approval on or before
July 27, 1996, which is within one (1) year of adoption of the Plan by the Board
of Directors, by the affirmative vote of the holders of a majority of the
securities of the Company present, or represented, and entitled to vote thereon
at a meeting duly held in accordance with the laws of the State of Delaware or
by the written consent of the holders of a majority of the securities of the
Company entitled to vote thereon (in either case, "Majority Vote").  The Plan
shall also be subject to stockholder approval of a Certificate of Amendment to
the Company's  Certificate of Incorporation pursuant to which the number of
shares of Common Stock of the Company authorized to be issued shall be increased
at least by the maximum number of shares which may be issued pursuant to Options
granted under the Plan.  In the event either such stockholder approval is
withheld or otherwise not received on or before July 27, 1996, the Plan and all
Options that may have been granted hereunder shall become null and void.
          15.  TERMINATION, MODIFICATION AND AMENDMENT.
               (a)  The Plan (but not Options previously granted under the Plan)
shall terminate on July 27, 2005, which is within ten (10) years from the date
of its adoption by the Board of Directors, or sooner as hereinafter provided,
and no Option shall be granted after termination of the Plan.
               (b)  The Plan may from time to time be terminated,


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modified, or amended by the affirmative Majority Vote of the holders of the
securities of the Company entitled to vote thereon.
               (c)  The Board of Directors may at any time, on or before the
termination date referred to in Section 15(a) hereof, terminate the Plan, or
from time to time make such modifications or amendments to the Plan as it may
deem advisable; provided, however, that the Board of Directors shall not,
without approval by the affirmative Majority Vote of the holders of the
securities of the Company entitled to vote thereon, increase (except as
otherwise provided by Section 12 hereof) the maximum number of shares as to
which Options may be granted hereunder, change the designation of the employees
or class of employees eligible to receive Options, or make any other change
which would prevent any Incentive Stock Option granted hereunder which is
intended to be an "incentive stock option" from qualifying as such under the
then existing provisions of the Code or any law amendatory thereof or
supplemental thereto.
               (d)  No termination, modification, or amendment of the Plan may,
without the consent of the individual or entity to whom any Option shall have
been granted, adversely affect the rights conferred by such Option.
          16.  NOT A CONTRACT OF EMPLOYMENT.  Nothing contained in the Plan or
in any Stock Option Agreement executed pursuant hereto shall be deemed to confer
upon any individual or entity to whom an Option is or may be granted hereunder
any right to remain in the employ or service of the Company or a subsidiary
corporation of the Company or any entitlement to any remuneration or other
benefit pursuant to any consulting or advisory arrangement.
          17.  USE OF PROCEEDS.  The proceeds from the sale of shares pursuant
to Options granted under the Plan shall constitute general funds of the Company.
          18.  INDEMNIFICATION OF BOARD OF DIRECTORS OR COMMITTEE.  In addition
to such other rights of indemnification as they may have, the members of the
Board of Directors or the Committee, as the case may be, shall be indemnified by
the Company to the extent permitted under applicable law against all costs and
expenses reasonably incurred by them in connection with any action, suit, or
proceeding to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with the Plan or any rights
granted thereunder and against all amounts paid by them in settlement thereof or
paid by them in satisfaction of a judgment of any such action, suit or
proceeding, except a judgment based upon a finding of bad faith.  Upon the
institution of any such action, suit, or proceeding, the member or members of
the Board of Directors or the Committee, as the case may be, shall notify the
Company in writing, giving the Company an opportunity at its own cost to defend
the same before such member or members undertake to defend the same on his or
their own behalf.
          19.  DEFINITIONS.  For purposes of the Plan, the terms


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"parent corporation" and "subsidiary corporation" shall have the meanings set
forth in Sections 425(e) and 425(f) of the Code, respectively, and the masculine
shall include the feminine and the neuter as the context requires.
          20.  GOVERNING LAW.  The Plan shall be governed by, and all questions
arising hereunder shall be determined in accordance with, the laws of the State
of Delaware, excluding choice of law principles thereof.