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                                                                Exhibit 10.1


                         PAN ENVIRONMENTAL CORPORATION

                             1994 STOCK OPTION PLAN

1.   PURPOSE
     
     This 1994 Stock Option Plan (the "Plan") is intended to be an incentive
and to encourage stock ownership by the key employees of PAN Environmental
Corporation (the "Company") or any of its subsidiary corporations (the
"Subsidiaries") as that term is defined in Section 425 of the Internal Revenue
Code of 1986, as amended (the "Code"), so that such employees may acquire or
increase their proprietary interest in the success of the Company, and so that
they may be encouraged to remain in the employ of the Company. It is further
intended that options issued pursuant to the Plan shall constitute either
incentive stock options within the meaning of Section 422 of the Code, or
nonqualified stock options, for federal income tax purposes, as designated by
the Compensation and Stock Option Committee of the Board of Directors (the
"Committee"). Further, the Committee may grant Stock Appreciation Rights
("SARs") to any optionee pursuant to the provisions of Sections 5 and 8 hereof.

2.   ADMINISTRATION

     The Plan shall be administered by the Compensation and Stock Option
Committee as appointed by the Board of Directors of the Company. The Committee
shall be comprised of not less than two Directors, none of whom has received a
discretionary grant or award under any stock plan of the Company during the one
year prior to serving on the Committee. The Board of Directors may from time to
time remove members from, or add members to, the Committee. Vacancies on the
Committee, howsoever caused, shall be filled by the Board of Directors;
provided, however, that any individual appointed to the Committee shall be a
Director who has not received a discretionary grant or award under any stock
plan of the Company during the one year prior to appointment to the Committee.
The Committee shall hold meetings at such times and places as it may determine.
If the Committee consists of three or more members, the Committee shall select
one of its members as Chairman. Acts by a majority of the Committee at a meeting
at which a quorum is present, or acts reduced to or approved in writing by a
majority of the members of the Committee, shall be the valid acts of the
Committee. No person while a member of the Committee shall receive a
discretionary grant or award under any stock plan of the Company. The Committee
shall have, subject to, and within the limits of, the express provisions of the
Plan, the following powers:

     (a) to designate which of the eligible persons shall be granted options
     under the Plan, and the time or times when, and the number of shares for
     which,
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        an option or options shall be granted to each of them, and which of
        them, shall also be granted SARs,

        (b) to construe and interpret the Plan and options and SARs granted
        under it, and to establish, amend, and revoke rules and regulations for
        its administration. The Committee in the exercise of its power, may
        correct any defect, or supply any omission in the Plan or in any option
        agreement, in a manner and to the extent it shall be necessary or
        expedient to make the Plan fully effective. The interpretation and
        construction by the Committee of any provision of the Plan or of any
        option or SAR granted under it shall be final. No member of the
        Committee shall be liable for any action or determination made in good
        faith with respect to the Plan or any option granted thereunder; and

        (c) to prescribe the terms and provisions of each option granted,
        including whether the option is an incentive stock option or a
        nonqualified stock option, which terms and provisions need not be
        identical as to each option granted, and including whether or not SARs
        are to be included in any option grant.

3.      ELIGIBILITY

        Any salaried employee or director of, and any consultant or advisor
rendering bona fide services to, the Company and any of its Subsidiaries
(including any Subsidiary acquired after adoption of this Plan) who in the
judgment of the Committee occupies a key position in which his efforts
contribute to the profit and growth of the Company or a Subsidiary may be
granted an option and, in the discretion of the Committee, may also be granted
SARs. An optionee may hold more than one option but only on the terms and
subject to the restrictions hereinafter set forth.

4.      STOCK

        The stock subject to options and SARs shall be shares of the Company's
authorized but unissued or reacquired common stock (hereinafter sometimes
called "Common Stock"). The aggregate number of shares which may be issued
under all options and SARs shall not exceed 3,500,000 shares of Common Stock.
The limitation established by the preceding sentence shall be subject to
adjustment as provided in Section 5(g) of this Plan. The Committee will
maintain records showing the cumulative total of all shares subject to options
outstanding under this Plan.

        In the event that any outstanding option under the Plan for any reason
expires or is terminated, other than automatic termination on exercise of a
related SAR, the shares of Common Stock allocable to the unexercised portion of
such option may again be subject to an option under the Plan. If an option
expires by reason of the exercise of a related SAR, the shares of Common Stock
allocable to

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such expired option shall again be subject to an option under the plan if
permissible under Section 422 of the Code.

5. TERMS AND CONDITIONS OF OPTIONS

     When the Committee shall have granted stock options to employees, Notices
of Grant of Stock Option shall be given to such employee in such form as the
Committee shall from time to time approve, which Notices shall comply with and
be subject to the terms and conditions set forth below and in Section 9 hereof.
A grant of an SAR in conjunction with the grant of an option shall also be
subject to the terms and conditions of Section 8 hereof.

     (a) Number of Shares and Designation of Options. Each Notice of Grant of
     Stock Option shall state the number of shares to which it pertains and
     shall state clearly which portion, if any, of such option is intended to be
     an incentive stock option and which portion, if any, of such option is
     intended to be a nonqualified option, and shall also state if an SAR is
     being granted in conjunction with all or any portion of such option. Such
     designations shall be determined in the sole discretion of the Committee.

     (b) Option Price. Each Notice of Grant of Stock Option shall state the
     option price, which shall not be less than 100% of the fair market value of
     the shares of Common Stock of the Company on the day of granting of the
     option. Provided, however, that employees, consultants and advisors
     eligible for compensation under the Plan shall may receive Common Stock or
     options in lieu of compensation at a price of $0.001 per share for bona
     fide services rendered to the Company. The fair market value of the Common
     Stock shall be the closing bid price of the Common Stock on the NASDAQ
     Bulletin Board, or such other exchange as the Committee shall from time to
     time designate, on the day the option is granted.

     (c) Medium and Time of Payment. The price for the exercise of an option
     hereunder shall be payable in United States Dollars upon the exercise of
     the option and may be paid in cash or by check. However, this provision
     shall not preclude exercise of, or payment for, an option by the tender of
     shares of Company stock already in the possession of the optionee making
     the exercise.

     (d) Term and Exercise of Options and SARs. Each Notice of Grant of Stock
     Option shall state the date on which the option shall expire. No option
     shall be exercisable after ten (10) years from the date on which it is
     granted, unless extended by the Committee. Options may only be exercised by
     an optionee for so long as he is employed by the Company except as
     otherwise provided in Sections 5(e) and 5(f) of the Plan. An option or SAR
     shall be


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     exercised by the holder thereof providing written notice to the Company of
     the decision to exercise.

     Unless otherwise determined by the Committee, no option shall be
     exercisable prior to six months from the date it is granted. Six months
     after the date of the grant of the option, the optionee may exercise up to
     50% of the option. One year after the date of the grant of the option, the
     optionee may exercise the remaining 50% of the option or up to 100% of that
     option if previously unexercised. However, the Committee may provide, in
     the case or an option not immediately exercisable in full, for the
     acceleration of the time at which the option may be exercised.

     Not less than 100 shares may be purchased at any one time unless the number
     purchased is the total number at the time purchasable under the option.
     Except as specifically provided otherwise in this Plan, during the lifetime
     of the optionee, the option shall be exercisable only by him and shall not
     be assignable or transferable by him and no other person shall acquire any
     rights therein. To the extent not exercised installments shall accumulate
     and be exercisable in whole or in part, in any subsequent period but not
     later than ten (10) years from the date the option is granted.

     (e) Termination of Employment Except by Death, Disability, or Retirement.
     In the event that the employment of an optionee by the Company or any
     Subsidiary shall terminate for any reason, voluntary or involuntary, other
     than his death, disability or retirement, then as of a date one year after
     the optionee has notice of such termination (three (3) months for Incentive
     stock options and Stock appreciation rights), such optionee shall have no
     further right to exercise any option. Whether authorized leave of absence
     or absence for military or governmental service shall constitute
     termination of employment, for the purposes of the Plan, shall be
     determined by the Committee, which determination shall be final and
     conclusive.

     (f) Retirement, Death or Permanent Disability of Optionee and Transfer of
     Option. If the optionee shall retire, die or become permanently disabled
     while in the employ of the Company or any Subsidiary and shall not have
     fully exercised an option, the option may be exercised, subject to the
     condition that no option shall be exercisable after the expiration of ten
     (10) years from the date it is granted. To the extent that the optionee's
     right to exercise such option had accrued pursuant to Section 5(d) of the
     Plan at the time of his retirement, death or disability (as the case may
     be) and had not previously been exercised, at any time within three (3),
     twelve (12), and twelve (12) months after the optionee's retirement,
     permanent disability or death (as the case may be) by the optionee or by
     the executors or administrators of the optionee or by any person or persons
     who shall have acquired the option directly from the optionee by bequest or
     inheritance, respectively. The


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     determination of whether a disability is permanent shall be made in the
     sole discretion of the Committee.

     No option shall be transferable by the optionee otherwise than by will or
     the laws of descent and distribution.

     (g) Recapitalization, Merger, etc. Subject to any required action by the
     stockholders, the number of shares of Common Stock covered by the Plan and
     by each outstanding option, and the price per share thereof in each such
     option, shall be proportionately adjusted for any increase or decrease in
     the number of issued shares of Common Stock of the Company resulting from a
     subdivision or consolidation of shares or the payment of a stock dividend
     (but only on the Common Stock) or any other increase or decrease in the
     number of such shares affected without receipt of consideration by the
     Company.

     Subject to any required action by the stockholders, if the Company shall be
     the surviving corporation in any merger or consolidation, each outstanding
     option shall pertain to and apply to the securities to which a holder of
     the number of shares of Common Stock subject to the option would have been
     entitled. A dissolution or liquidation of the Company or a merger or
     consolidation in which the Company is not the surviving corporation, or a
     sale of substantially all of the assets or all of the stock of the Company,
     shall cause each outstanding option to terminate, provided that each
     options shall, in such event, have the right immediately prior to such
     dissolution, or liquidation, or sale, or merger or consolidation in which
     the Company is not the surviving corporation, to exercise his option in
     whole or in part without regard to the installment provisions of Section
     5(d) of the Plan. Notwithstanding the above provisions, an option will not
     terminate if assumed by the surviving or acquiring corporation, or its
     parent, upon a merger or consolidation under circumstances which are not
     deemed a modification of the option within the meaning of Sections 425(a)
     and 425(h)(3)(A) of the Code.

     In the event of a change in the Common Stock of the Company as presently
     constituted, which is limited to a change in all of its authorized shares
     with par value into the same number of shares with a different par value
     or without par value, the shares resulting from any change shall be deemed
     to be the Common Stock within the meaning of the Code.

     To the extent that the foregoing adjustments relate to stock or securities
     of the Company, such adjustments shall be made by the Committee, whose
     determination in that respect shall be final, binding and conclusive,
     provided that each incentive stock option granted pursuant to this Plan
     shall not be

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     adjusted in a manner that causes such option to fail to continue to qualify
     as an incentive stock option within the meaning of Section 422 of the Code.

     Except as hereinbefore expressly provided in this Section 5(g), the
     optionee shall have no rights by reason of any subdivision or consolidation
     of shares of stock of any class or the payment of any stock dividend or any
     other increase or decrease in the number of shares or stock of any class or
     by reason of any dissolution, liquidation, sale, merger or consolidation
     or spin-off of assets or stock of another corporation, and any issue by the
     Company of shares of stock of any class, or securities convertible into
     shares of stock of any class, shall not affect, and no adjustment by reason
     thereof shall be made with respect to, the number or price of shares of
     Common Stock subject to the option.

     The grant of an option pursuant to the Plan shall not affect in any way the
     right or power of the Company to make adjustments, reclassifications,
     reorganizations or changes of its capital or business structure or to merge
     or to consolidate or to dissolve, liquidate or sell, or transfer all or any
     part of its business or assets.

     (h) Rights as a Stockholder. An optionee, or a transferee of an option
     pursuant to the provisions of Section 5(f) of the Plan, shall have no
     rights as a stockholder with respect to any shares covered by his option
     until the date of exercise (that is, written notice of exercise and payment
     therefor). No adjustment shall be made for dividends (ordinary or
     extraordinary, whether in cash, securities or other property) or
     distributions or other rights for which the record date is prior to the
     date of exercise, except as provided in Section 5(g) hereof.

     (i) Modification, Extension and Renewal of Options. Subject to the terms
     and conditions and within the limitations of the Plan, the Committee may
     modify, extend or renew outstanding options granted under the Plan, or
     accept the surrender of outstanding options (to the extent not theretofore
     exercised). Notwithstanding the foregoing, however, no modification of an
     option shall, without the consent of the optionee, alter or impair any
     rights or obligation, under any option theretofore granted under the Plan.

     (j) Disqualifying Disposition. Any optionee who disposes of shares of 
     Common Stock acquired in the exercise of an incentive stock option by sale
     or exchange either:

          (i) within two years of the date of the grant of the option under
          which the stock was acquired, or

          (ii) within one year after the acquisition of such shares,

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     shall notify the Company of such disposition and of the amount realized and
     of his adjusted basis in such shares.

     (k) Employment Agreement, Covenant Not to Compete. The Notice of Grant of
     Stock Option may provide that, as a condition of the employee's acceptance
     of the option, the employee shall agree to be bound by an employment
     agreement and/or a covenant not to compete with the Company containing such
     term as the Committee shall deem advisable.

     (l) Other Provisions. The Notice of Grant of Stock Option shall contain
     such other provisions, including, without limitation, restrictions upon the
     exercise of the option or the transfer of the shares received upon an
     exercise, as the Committee shall deem advisable. Any Notice of Grant of
     Stock Option for an incentive stock option shall contain such limitations
     and restrictions upon the exercise of the option as shall be necessary in
     order that such option will be an "incentive stock option" as defined in
     Section 422 of the Code or to conform to any change in the law.

6. INCENTIVE STOCK OPTIONS TO CERTAIN STOCKHOLDERS

     Notwithstanding any other provision herein, in any incentive stock option
granted to an individual who, at the time the incentive stock option is granted,
possesses more than 10% of the total combined voting power of all classes of
stock of the Company (or of its parent, if any, or any Subsidiary corporation),
the incentive stock option price must be at least 110% of the fair market value
of the stock subject to the incentive stock option on the date such option is
granted and such incentive stock option by its terms must not be exercisable
after the expiration of five (5) years from the date such incentive stock option
is granted.

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7. ANNUAL LIMITATION PER EMPLOYEE

     The aggregate fair market value (determined as of the time the option is
granted under the Plan) of the stock for which any employee may be granted
incentive stock options which are first exercisable in any calendar year (under
all such plans of his or her employer corporation and its parent and all
subsidiary corporations) shall not exceed $100,000.

8. GRANT AND EXERCISE OF STOCK APPRECIATION RIGHTS (SARs)

     The grant and exercise of SARs granted in conjunction with an option
hereunder shall be governed by the following terms and conditions:

     (a) The Committee may grant SARs in connection with all or part of any
     option, incentive or nonqualified, granted under the Plan at the time of 
     the grant of the option.

     (b) SARs entitle the holder of an option in connection with which such
     SAR is granted, upon exercise of the SAR, to surrender the option, or any
     applicable portion thereof, to the extent unexercised, and to receive a
     number of shares, or cash or cash and shares determined pursuant to
     subparagraph (iii) of paragraph (c) of this Section 5. The option shall,
     to the extent so surrendered, thereafter cease to be exercisable.

     (c) SARs shall be subject to the following terms and conditions and to 
     other terms and conditions not inconsistent with the Plan as shall from
     time to time be approved by the Committee:

          (i) SARs shall be exercisable at such time or times, and to the
          extent, but only to the extent, that the option to which they
          relate shall be exercisable.

          (ii) SARs shall in no event be exercisable unless and until the
          holder of the SAR has completed one year of continuous service
          with the Company or a Subsidiary, or both, immediately following
          the date upon which the SAR was granted.

          (iii) Upon exercise of SARs, the holder shall be entitled to 
          receive a number of shares, or cash, or shares and cash, equal
          in aggregate fair market value to the excess or the fair market 
          value per share on the date of such exercise over the option
          price per share of the related option, multiplied by the
          number of shares in respect of which the SARs have been exercised.



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               (iv) Any exercise of SARs by any officer or director of the
               Company, or by any person who is the beneficial owner of more
               than ten percent of the Company's outstanding shares of Common
               Stock, shall be made only during the period beginning on the
               third business day following the date of release for publication
               of quarterly and annual financial information by the Company and
               ending on the twelfth business day following such date, except
               where the exercise occurs on the automatic expiration date of the
               related option.

               (v) The Committee shall have complete authority either to
               determine the form in which payment of the SAR will be made
               (shares or cash or shares and cash) upon the exercise by any
               officer or director, or by any person who is the beneficial
               owner of more than ten percent of the Company's outstanding
               shares of Common Stock, or to consent to or to disapprove of
               such officer's, director's or person's election to receive cash
               in full or partial settlement of his SARs.


               (vi) A person who ceases to be an employee as a result of
               retirement, disability or death may exercise up to 100% of any
               option and/or related SARs within either the three, twelve or
               twelve month periods, respectively, immediately following his
               date of retirement, disability or death, as specified in Section
               5(f), of the Plan, without regard to the waiting periods
               specified in Section 5(d), provided that no option or stock
               appreciation right shall be exercisable after the expiration of
               its fixed term.

               (vii) SARs may be exercised only when the underlying options are
               eligible to be exercised, expire no later than the expiration of
               the underlying option, and are transferable only when the
               underlying options are transferable, and under the same
               conditions.

               (viii) SARs may be exercised only when the fair market value of
               the stock subject to the options exceed the exercise price of
               the options.

          (d) To the extent that SARs shall be exercised in conjunction with
          the grant of a nonqualified stock option, the option in connection
          with the SAR shall be deemed to have terminated for a reason other
          than the exercise thereof for the purpose of the maximum limitation
          in the aggregate number of shares that may be delivered under this
          Plan, and only the number of shares, if any, delivered on exercise of
          the SARs shall be charged against the maximum number of shares which
          may be granted and delivered under this Plan. To the extent permitted
          under Section 422 of the Code, the provisions of the



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          preceding sentence shall also apply to any grant of SARs in
          connection with an incentive stock option.

9. GENERAL TERMS OF OPTION GRANTS AND SAR GRANTS

          (a) All grants of options and/or SARs shall be subject to the
          following provisions required under Rule 16b-3 of the Securities
          Exchange Act of 1904 (the "Exchange Act") and the terms used herein
          shall be interpreted in a manner consistent with Rule 16a-1, Rule
          16b-3 and related rules as in effect from time to time.

               (1) any equity security, as defined by the Exchange Act, offered
               pursuant to the Plan to an optionee who is at the time subject
               to Section 16 of the Exchange Act may not be sold for at least
               six months after grant of the option pursuant to which the
               equity security is acquired, except in case of death or
               disability, and any optionee who acquires a derivative security
               pursuant to the Plan and who is at the time subject to Section
               16 of the Exchange Act must wait six months from the date or the
               acquisition of the derivative security before selling the
               underlying security, unless such sale or exercise is permissable
               under the provisions of Rule 16b-3;

               (ii) option grants and SAR grants which constitute derivative
               securities shall not be transferable by an optionee except by
               will or the laws of descent and distribution and shall be
               exercisable during the optionee's lifetime only by such optionee
               or his guardian or legal representative; provided, however, that
               the Committee may determine that these restrictions on
               transferability shall not apply to options or SARs granted to
               any optionee who, at the time of the initial grant and the
               transfer, is not subject to Section 16 or the Exchange Act.
               However, the provisions of Section 422 of the Code shall
               continue to apply to any grant of an option or SAR whether or
               not Section 16 of the Exchange Act applies; and

               (iii) other provisions of the Plan and any Notice of Grant of
               Stock Option notwithstanding, if any decision regarding an
               option or SAR or the exercise or any right by an optionee, at
               any time such optionee is subject to Section 16 of the Exchange
               Act, is required to be made or approved by the Committee in
               order that the Plan will continue to meet the requirements of
               Rule 16b-3 or in order that transaction by such optionee will be
               exempt under Rule 16b-3, then the Committee shall retain full
               and exclusive power and authority to make such decision or to
               approve or disapprove any such decision by the optionee.



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     (b) No Common Stock shall be issued and no cash shall be paid to an
     optionee pursuant to the exercise of an option or SAR, respectively, in a
     transaction subject to the registration requirements of the Securities Act
     of 1933, or any state securities law or subject to a listing requirement
     under any listing agreement between the Company and any national
     securities exchange, and no grant of an option shall confer upon any
     optionee rights to such delivery or distribution until such laws and
     contractual obligations of the Company have been complied with in all
     material respects. Any share certificate issued to evidence shares for
     which an option is exercised may bear legends and statements that the
     Committee shall deem advisable to assure compliance with Federal and state
     laws and regulations.

     (c) No option and no SAR shall be exercisable and no shares will be
     delivered under this Plan except in compliance with all applicable Federal
     and state laws and regulations including, without limitation, compliance
     with withholding tax requirements.

     (d) In the case of the exercise of an option or SAR by a person or estate
     acquiring the right to exercise by bequest or inheritance, the Committee
     may require reasonable evidence as to the ownership of the option or SAR
     and may require consents and releases of taxing authorities that it may
     deem advisable.

10. TERM OF PLAN
     Options may be granted pursuant to the Plan from time to time within a
period of ten (10) years from the date the Plan is adopted by the Board of
Directors.

11. INDEMNIFICATION OF COMMITTEE
     In addition to such other rights of indemnification as they may have as
directors or as members or the Committee, the members of the Committee shall be
indemnified by the Company against the reasonable expenses, including
attorney's fees actually and necessarily incurred in connection with the
defense of any action, suit or proceeding, or in connection with any appeal
therein, 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 option
granted thereunder, and against all amounts paid by them in settlement thereof
(provided such settlement is approved by independent legal counsel selected by
the Company) or paid by them in satisfaction of a judgment in any such action,
suit or proceeding except in relation to matters as to which it shall be
adjudged in such action, suit or proceeding that such Committee member is
liable for gross negligence or intentional misconduct in the performance of his
duties; provided that within 80 days after institution of any such action, suit
or proceeding the Committee member shall in writing offer the Company the
opportunity, at its own expense, to handle and defend the same.



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12. AMENDMENT OF THE PLAN

     The Board of Directors of the Company may, insofar as permitted by law,
from time to time, with respect to any shares at the time not subject to
options, suspend or discontinue the Plan or revise or amend it in any respect
whatsoever except that, without approval of the stockholders, no such revision
or amendment shall:

     (a) Change the number of shares subject to the Plan, except as otherwise
     provided in Section 5.

     (b) Change the designation of the class of employee eligible to receive
     options.

     (c) Decrease the price at which options may be granted or change the
     manner of determining the option price.

     (d) Permit the grant of a SAR other than in connection with the grant of
     an option.

     (e) Permit the exercise of an SAR without the cancellation of the related
     portion of the option.

     (f) Change the provisions for determining the total number of shares or
     amount of cash the Company shall deliver upon the exercise of an SAR.

     (g) Assign the administration of the Plan otherwise than to a committee of
     disinterested Directors.

     (h) Permit any person while a member of the Committee or any other
     committee of the Board of Directors administering the Plan to be eligible
     to receive an option under the Plan or any other discretionary plan of the
     Company.

     (i) Amend the Plan in any manner that will cause options issued under it
     to fail to meet the requirements of incentive stock options as defined in
     Section 422 of the Code, where it is intended that such options qualify
     for treatment as incentive stock options.



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13. APPLICATION OF FUNDS

     The proceeds received by the Company from the sale of Common Stock
pursuant to options will be used for general corporate purposes.

14. NO OBLIGATION TO EXERCISE OPTION

     The granting of an option shall impose no obligation upon the optionee to
exercise such option.

15. APPROVAL OF STOCKHOLDERS

     The Plan shall take effect as of August 4, 1994, the date of adoption by
the Board of Directors, contingent on the approval by a majority of the holders
of the outstanding shares of Common Stock of the Company.

16. CONTINUED EMPLOYMENT

     Neither the adoption of the Plan nor its operation, nor any document
describing or referring to the Plan, or any part thereof, shall confer upon any
employee any right to continue in the employ of the Company or any Subsidiary,
or shall in any way affect the right and power of the Company to terminate the
employment of any employee or to alter the responsibilities, duties, or
authority of any employee, at any time with or without assigning a reason
therefor to the same extent as the Company might have done if the Plan had not
been adopted.



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