<PAGE>

                                                                    Exhibit 10.1

                         ACTO DIGITAL VIDEO U.S.A. INC.
                 (FORMERLY KNOWN AS MICROPOWER GENERATION, INC.)

                                STOCK OPTION PLAN


     Acto  Digital  Video  U.S.A.  Inc., a Delaware corporation (the "Company"),
hereby establishes and adopts the following 2002 Stock Option Plan (the "Plan").

                                    RECITALS

     WHEREAS,  the  Company  desires  to encourage high levels of performance by
those individuals who are key to the success of the Company and its subsidiaries
and  affiliates,  to attract and retain individuals who are highly motivated and
who  will  contribute  to  the  success  of  the  Company  and to encourage such
individuals  to  remain as managers, officers, directors, employees, consultants
and/or advisors of the Company and its subsidiaries and affiliates by increasing
their  proprietary  interest  in  the  Company's  growth  and  success.

     WHEREAS, to attain these ends, the Company has formulated the Plan embodied
herein  to  authorize  the  granting  of  stock  options  ("Options")  to  those
individuals  whose  judgment,  initiative  and  efforts  are,  have  been or are
expected  to  be  responsible  for  the  success  of  the  Company.

     NOW,  THEREFORE, the Company hereby constitutes, establishes and adopts the
following  Plan  and  agrees  to  the  following  provisions:


                                   ARTICLE 1.

                              PURPOSE OF THE PLAN

     1.1.  Purpose.  The  purpose  of  the Plan is to assist the Company and its
           -------
subsidiaries  and affiliates in attracting and retaining selected individuals to
serve as directors, officers, consultants, advisors and employees of the Company
who  will  contribute  to  the  Company's  success,  and  to  achieve  long-term
objectives  that  will  inure  to the benefit of all stockholders of the Company
through  the  additional  incentive  inherent  in the ownership of the Company's
shares of common stock, par value $0.0001 per share ("Shares").  Options granted
under  the Plan will be either "incentive stock options," intended to qualify as
such  under  the provisions of section 422 of the Internal Revenue Code of 1986,
as from time to time amended (the "Code"), or "nonqualified stock options."  For
purposes of the Plan, the term "subsidiary" shall mean "subsidiary corporation,"
as  such  term  is  defined in section 424(f) of the Code, and "affiliate" shall
have the meaning set forth in Rule 12b-2 of the Securities Exchange Act of 1934,
as  amended  (the  "Exchange  Act").

<PAGE>


                                   ARTICLE 2.

                            SHARES SUBJECT TO OPTIONS

     2.1.  Number  of  Shares.  Subject  to the adjustment provisions of Section
           ------------------
5.10  hereof,  the  aggregate number of Shares which may be issued under Options
under  the  Plan  shall not exceed 5,000,000.  No Options to purchase fractional
Shares shall be granted and no fractional shares shall be issued under the Plan.
For  purposes  of this Section 2.1, the Shares that shall be counted toward such
limitation  shall include all Shares issued or issuable pursuant to Options that
have  been  or  may  be  exercised.

     2.2.  Shares  Subject  to  Terminated  Options.  The  Shares covered by any
           ----------------------------------------
unexercised  portions  of  terminated Options granted under Article 4 and Shares
subject to any Options that are otherwise surrendered by the Participant without
receiving any payment or other benefit with respect thereto may again be subject
to  new nonqualified Options under the Plan (but not "incentive stock options").
In the event the purchase price of an Option is paid in whole or in part through
the  delivery  of  Shares,  the number of Shares issuable in connection with the
exercise  of  the  Option  shall not again be available for the grant of Options
under  the  Plan.

     2.3.  Character  of  Shares.  Shares  delivered  under  the  Plan  may  be
           ---------------------
authorized  and previously unissued Shares or Shares acquired by the Company, or
both.


                                   ARTICLE 3.

                         ELIGIBILITY AND ADMINISTRATION

     3.1.  Options  to  Employees,  Directors  and  Others.
           -----------------------------------------------

     (a)     Participants  who  receive  (i)  Options  under  Article  4  hereof
("Optionees")  shall  consist  of  such  officers,  key  employees, consultants,
advisors  and  directors of the Company or any of its subsidiaries or affiliates
as the Committee (hereinafter defined) shall select from time to time, provided,
however,  that  an  Option  that  is  intended to qualify as an "incentive stock
option"  may be granted only to an individual that is an employee of the Company
or  any  of its subsidiaries.  The Committee's designation of an Optionee in any
year shall not require the Committee to designate such person to receive Options
or  grants in any other year.  The designation of an Optionee to receive Options
under  one  portion  of the Plan shall not require the Committee to include such
Optionee  under  other  portions  of  the  Plan.

     (b)     No  Option  that  is  intended  to  qualify  as an "incentive stock
option"  may  be  granted  to any employee who, at the time of such grant, owns,
directly  or  indirectly (within the meaning of sections 422(b)(6) and 424(d) of
the  Code),  shares of stock possessing more than ten percent (10%) of the total
combined  voting  power  of  all  classes  of stock of the Company or any of its
subsidiaries  or  affiliates,  unless  at the time of such grant, (i) the option
price is fixed at not less than 110% of the Fair Market Value (as defined below)
of  the  Shares subject to such Option, determined on the date of the grant, and

<PAGE>


(ii) the exercise of such Option is prohibited by its terms after the expiration
of  five  years  from  the  date  such  Option  is  granted.

     3.2.  Administration.
           --------------

     (a)     The  Plan  shall  be  administered by the Board of Directors of the
Company  (the  "Board")  or,  if  so  determined  by  the  Board, by a committee
appointed  by  the  Board  (the  Board  or such committee administering the Plan
hereinafter  referred  to  as  the "Committee").  The Board may remove from, add
members  to,  or  fill  vacancies  on  the  Committee.

     Any  grant  of  Options  to  a  member  of the Committee who is not also an
employee  shall  be on terms consistent with grants made to other members of the
Board  who  are  not  members of the Committee and who are not employees, except
where  such  grant  is  awarded  or  ratified  by  the  Board.

(b)     The  Committee  is authorized, subject to the provisions of the Plan, to
establish  such rules and regulations as it may deem appropriate for the conduct
of  meetings  and  proper  administration  of  the  Plan.

     (c)     Subject  to  the  provi-sions of the Plan, the Committee shall have
authority, in its sole discretion, to grant Options under the Plan, to interpret
the  provisions  of the Plan and, subject to the requirements of applicable law,
including  (if  applicable) Rule 16b-3 of the Exchange Act, to prescribe, amend,
and rescind rules and regulations relating to the Plan or any Options thereunder
as  it  may  deem  necessary  or advisable.  All decisions made by the Committee
pursuant to the provisions of the Plan shall be final, conclusive and binding on
all  persons, including the Com-pany, its stockholders, directors and employees,
and  other  Plan  participants.

     3.3.  Stockholders  Agreement.  As  a condition to the grant or exercise of
           -----------------------
any  Option, the Committee may require the Optionee to enter into a stockholders
agreement or other agreement with the Company under such terms and conditions as
may  reasonably  be  required  by  the  Company.


                                   ARTICLE 4.

                                    OPTIONS

     4.1.  Grant  of  Options.  The  Committee,  in  its  sole discretion, shall
           ------------------
determine,  within  the  limitations of the Plan, those officers, key employees,
consultants, advisors and directors of the Company or any of its subsidiaries or
affiliates  to  whom  Options  are  to  be granted under the Plan, the number of
Shares  that  may  be purchased under each such Option and the option price, and
shall designate such Options at the time of the grant as either "incentive stock
options"  or  "nonqualified  stock  options";  pro-vided,  however, that Options
granted  to  employees  of  an  affiliate  (that is not also a subsidiary) or to
non-employees  of  the  Company  may  only  be  "nonqualified  stock  options."

     4.2.  Stock  Option  Certificates;  etc.  All  Options  granted pursuant to
           ----------------------------------
Article 4 (a) shall be authorized by the Committee and (b) shall be evidenced in


<PAGE>



writing  by stock option certificates ("Stock Option Certificates") in such form
and  containing  such terms and conditions as the Committee shall determine that
are  not  inconsistent with the provisions of the Plan, and, with respect to any
Stock  Option  Certificate  granting  Options  that  are  intended to qualify as
"incentive  stock  options,"  are not inconsistent with Section 422 of the Code.
The granting of an Option pursuant to the Plan shall impose no obligation on the
recipient  to  exercise  such  Option.  Any  individual who is granted an Option
pursuant  to  this  Article  4 may hold more than one Option granted pursuant to
such  Article  at  the same time and may hold both "incentive stock options" and
"nonqualified  stock  options"  at the same time.  To the extent that any Option
does  not  qualify  as  an  "incentive  stock  option"  (whether  because of its
provisions,  the time or manner of its exercise or otherwise) such Option or the
portion  thereof  which  does  not  so  qualify  shall  constitute  a  separate
"nonqualified  stock  option."

     4.3.  Option  Price.  Subject  to Section 3.1(b), the option exercise price
           -------------
per  each  Share purchasable under any "incentive stock option" granted pursuant
to  this  Article  4,  shall  not be less than 100% of the Fair Market Value (as
hereinafter defined) of such Share on the date of the grant of such Option.  The
option  price  per  each Share purchasable under any "nonqualified stock option"
granted  pursuant  to this Article 4 shall be such amount as the Committee shall
determine  at  the  time  of  the  grant  of  such  Option.

     4.4.  Other  Provisions.  Options  granted pursuant to this Article 4 shall
           -----------------
be  made in accordance with the terms and provisions of Article 5 hereof and any
other  applicable  terms  and  provisions  of  the  Plan.


                                   ARTICLE 5.

                        GENERALLY APPLICABLE PROVISIONS

     5.1.  Option  Period.  Subject  to  Section 3.1(b), the period for which an
           --------------
Option  is  exercisable  shall not exceed ten years from the date such Option is
granted.  After  the  Option  is  granted, the option period may not be reduced,
subject  to  expiration  in  accordance  with  its  terms.

     5.2.  Fair  Market  Value.  If the Shares are listed or admitted to trading
           -------------------
on  a  securities  exchange  registered under the Exchange Act, unless otherwise
required  by  any applicable provision of the Code, the "Fair Market Value" of a
Share  as  of  a  specified  date  shall mean the per Share closing price of the
Shares  for  the  day immediately preceding the date as of which the Fair Market
Value  is  being  determined  (or if there was no reported closing price on such
date,  on  the  last  preceding  date  on  which the closing price was reported)
reported  on the principal securities exchange on which the Shares are listed or
admitted to trading.  If the Shares are not listed or admitted to trading on any
such  exchange  but are listed as a national market security on the Nasdaq Stock
Market,  Inc.  ("NASDAQ"),  traded  in  the over-the-counter market or listed or
traded on any similar system then in use, the Fair Market Value of a Share shall
be  the  last sales price for the day immediately preceding the date as of which
the  Fair  Market Value is being determined (or if there was no reported sale on
such  date,  on  the  last  preceding  date on which any reported sale occurred)
reported on such system.  If the Shares are not listed or admitted to trading on
any  such  exchange,  are not listed as a national market security on NASDAQ and
are not traded in the over-the-counter market or listed or traded on any similar
system  then in use, but are quoted on NASDAQ or any similar system then in use,

<PAGE>



the  Fair  Market  Value of a Share shall be the average of the closing high bid
and  low asked quotations on such system for the Shares on the date in question.
If  the Shares are not publicly traded, Fair Market Value shall be determined by
the  Committee in its sole discretion and good faith using appropriate criteria.
An  Option  shall  be considered granted on the date the Committee acts to grant
the  Option  or  such  later  date  as  the  Committee  shall  specify.

     5.3.  Exercise  of Options.  Vested Options granted under the Plan shall be
           --------------------
exercised by the Optionee thereof (or by his executors, administrators, guardian
or  legal  representative, as provided in Sections 5.6 and 5.7 hereof) as to all
or  part  of  the  Shares  covered  thereby,  by the giving of written notice of
exercise  to  the  Company,  specifying  the  number  of Shares to be purchased,
accompanied  by  payment  of  the  full  purchase  price  for  the  Shares being
purchased.  Full  payment  of  such  purchase price shall be made at the time of
exercise  and  shall  be made (i) in cash or by certified check or bank check or
wire  transfer  of  immediately  available  funds,  (ii) with the consent of the
Committee,  by  delivery  of a promissory note in favor of the Company upon such
terms  and  conditions as determined by the Committee, (iii) with the consent of
Committee,  by  tendering  previously acquired Shares (valued at its Fair Market
Value,  as  determined by the Committee as of the date of tender) that have been
owned  for  a  period  of  at  least  six  months (or such other period to avoid
accounting charges against the Company's earnings), (iv) if Shares are traded on
a national securities exchange, NASDAQ  or quoted on a national quotation system
sponsored  by  the  National  Association  of  Securities  Dealers, Inc. and the
Committee  authorizes  this  method  of  exercise,  through  the  delivery  of
irrevocable  instructions  to  a  broker  approved  by  the Committee to deliver
promptly  to  the Company an amount equal to the purchase price, or (v) with the
consent  of  the  Committee, any combination of (i), (ii), (iii) and (iv).  Such
notice  of  exercise,  accompanied  by  such  payment, shall be delivered to the
Company  at  its principal business office or such other office as the Committee
may from time to time direct, and shall be in such form, containing such further
provisions consistent with the provisions of the Plan, as the Committee may from
time  to  time  prescribe.  In  no  event  may  any  Option granted hereunder be
exercised  for  a fraction of a Share.  The Company shall effect the transfer of
Shares  purchased  pursuant  to  an Option as soon as practicable, and, within a
reasonable time thereafter, such transfer shall be evidenced on the books of the
Company.  No  person  exercising  an  Option  shall  have any of the rights of a
holder  of  Shares subject to an Option until certificates for such Shares shall
have  been issued following the exercise of such Option.  No adjustment shall be
made  for  cash divi-dends or other rights for which the record date is prior to
the  date  of  such  issuance.

     5.4.  Non-Transferability  of  Options.  Except as provided in Section 5.8,
           --------------------------------
no  Option  shall  be  assignable or transferable by the Optionee, other than by
will  or  the  laws of descent and distribution, and may be exercised during the
life  of  the  Optionee  only  by  the  Optionee  or  his  guardian  or  legal
representative.

5.5.  Termination  of Employment.  Unless the Committee otherwise determines, in
      --------------------------
the  event  of the termination of employment with the Company of an Optionee who
is  an  employee  or the separation from service with the Company of an Optionee
who  is  an  advisor, consultant or non-employee director of the Company for any
reason  (other than death or disability), any Option(s) granted to such Optionee
under this Plan and not previously exercised or expired shall be deemed canceled
and  terminated  on  the day of such termination or separation.  Notwithstanding
the  foregoing, in the event of the termination of employment or separation from
service  with  the  Company  of  an  Optionee for any reason other than death or


<PAGE>


disability,  under conditions satisfactory to the Company, the Committee may, in
its  sole  discretion, allow any Options granted to such Optionee under the Plan
and  not  previously  exercised  or expired, to the extent vested on the date of
such  termination, to be exercisable for a period of time to be specified by the
Committee, provided, however, that in no instance may the term of the Option, as
so  extended, exceed the maximum term established pursuant to Section 5.1 above.

     5.6.  Death.  In  the  event an Optionee dies while employed by the Company
           -----
or  any  of its subsidiaries or affiliates or while serving as a director of the
Company  or  any  of  its  subsidiaries  or  affiliates, as the case may be, any
Option(s)  granted  to  him  not  previously  expired or exercised shall, to the
extent  exercisable  on  the date of death, be exercisable by the estate of such
Optionee or by any person who acquired such Option by bequest or inheritance, at
any  time  within  one  year after the death of the Optionee, provided, however,
that  in  no  instance  may  the  term of the Option, as so extended, exceed the
maximum  term  established  pursuant  to  Section  3.1(b)(ii)  or  5.1  above.

     5.7.  Disability.  In  the  event of the termination of employment with the
           ----------
Company  of  an  Optionee, or the separation from service with the Company of an
Optionee  who  is  a  director  of  the  Company,  due  to total disability, the
Optionee,  or  his  guardian or legal representative, shall have the unqualified
right  to  exercise any Option that has not expired or been previously exercised
and  that  the  Optionee  was eligible to exercise as of the first date of total
disability  (as  determined by the Committee), at any time within one year after
such  termination  or separation, provided, however, that in no instance may the
term of the Option, as so extended, exceed the maximum term established pursuant
to  Section  3.1(b)(ii)  or  5.1  above.  The term "total disability" shall, for
purposes  of this Plan, be defined in the same manner as such term is defined in
Section  22(e)(3)  of  the  Code.

     5.8.  Other  Provisions.  Notwithstanding  anything  in  this  Plan  to the
           -----------------
contrary,  if  the Board determines that the Plan cannot, or that an Option need
not,  satisfy  the  requirements  of  Rule  16b-3 of the Exchange Act (such that
grants  of  Options are not exempt from Section 16(b) of the Exchange Act), then
the  Committee  shall  have the authority to waive or modify those provisions of
the  Plan  which  are  intended  to  satisfy  such  Rule  16b-3  requirements.
Notwithstanding  Section 5.4 of this Plan to the contrary, only with the express
written consent of the Committee, which consent may be given or withheld for any
or  no  reason  in  the  Committee's  sole  discretion, an Optionee who has been
granted  "nonqualified stock options" can transfer any or all of such options to
any one or more of the following persons:  (i) the spouse, parent, issue, spouse
of  issue,  or  issue  of  spouse ("issue" shall include all descendants whether
natural  or  adopted) of such Optionee; or (ii) a trust for the benefit of those
persons  described  in  clause (i) above or for the benefit of such Optionee, or
for  the  benefit  of any such persons and such Optionee; or (iii) any entity in
which  the  Optionee or its transferee is a beneficial owner; provided, however,
that  such  transferee shall be bound by all of the terms and conditions of this
Plan  and shall execute an agreement satisfactory to the Company evidencing such
obligation; and provided further, however, that such Optionee shall remain bound
by  the  terms  and  conditions  of  this  Plan.

<PAGE>



     5.9.  Terms  of Grant.  Notwithstanding anything in Section 5.5, 5.6 or 5.7
           ---------------
to  the  contrary,  the  Committee  may  grant  an  Option  under such terms and
conditions  as  may  be  provided  in  the Share Option Certificate given to the
Optionee,  provided, however, that in no instance may the term of the Option, as
so  granted,  exceed the maximum term established pursuant to Section 5.1 above.

          5.10.  Adjustments.  In  the  event that the Committee shall determine
                 -----------
that  any  dividend  or other distribution (whether in the form of cash, Shares,
other  securities,  or  other prop-erty), recapitalization, stock split, reverse
stock  split,  reorganization,  merger,  consolidation,  split-up,  spin-off,
combination, repurchase, or exchange of Shares or other securities, the issuance
of  warrants  or  other  rights to purchase Shares or other securities, or other
similar  corporate transaction or event affects the Shares with respect to which
Options  have  been  or may be issued under the Plan, such that an adjustment is
determined  in good faith by the Committee to be appropriate in order to prevent
dilution  or  enlargement  of  the benefits or potential benefits intended to be
made  available  under the Plan, then the Committee shall, in such manner as the
Committee  may  deem  equitable, adjust any or all of (i) the number and type of
Shares  that  thereafter may be made the subject of Options, (ii) the number and
type  of  Shares subject to outstanding Options, and (iii) the grant or exercise
price  with respect to any Option, or, if deemed appropriate, make provision for
a  cash payment to the holder of any outstanding Option; provided, in each case,
that  with  respect  to  "incentive  stock options," no such adjustment shall be
authorized  to  the  extent  that  such  adjustment  would cause such options to
violate  Section  422(b)  of  the  Code or any successor provision; and provided
further,  that  the number of Shares subject to any Option denominated in Shares
shall  always  be  a  whole number.  In the event of any reorganization, merger,
consolidation,  split-up,  spin-off, or other business combination involving the
Company (each such event, a "Reorganization"), a majority of the Board may cause
any  Option  outstanding  as  of  the effective date of the Reorganization to be
cancelled  in  consideration  of  a cash payment or alternate Option made to the
holder  of such cancelled Option equal in value to the fair market value of such
cancelled  Option.  The determination of such fair market value shall be made by
the  Board,  in  its  sole  discretion.

     5.11.  Amendment and Modification of the Plan.  The Board may, from time to
            --------------------------------------
time,  alter,  amend,  suspend or terminate the Plan as it shall deem advisable,
subject to any requirement for stockholder approval imposed by applicable law or
any rule of any stock exchange or quotation system on which Shares are listed or
quoted;  provided that the Board may not amend the Plan in any manner that would
result  in  noncompliance with Rule 16b-3 of the Exchange Act (if applicable) or
any  applicable law, except as otherwise provided in Sections 3.2 or 5.8 hereof;
and  further  provided  that  the  Board  may  not,  without the approval of the
Company's stockholders, amend the Plan to increase the number of Shares that may
be  the  subject  of  Options under the Plan (except for adjustments pursuant to
Section  5.10  hereof).  In  addition,  no amendments to, or termination of, the
Plan  shall  in  any  way  impair  the  rights  of  an Optionee under any Option
previously  granted  without  such  Optionee's  consent.

<PAGE>




                                   ARTICLE 6.

                                  MISCELLANEOUS

          6.1.  Tax  Withholding.  The  Company shall have the right to make all
                ----------------
payments or distributions made pursuant to the Plan to an Optionee (or permitted
transferee)  net of any applicable federal, state and local taxes required to be
withheld  or  paid as a result of the grant of any Option, exercise of an Option
or  any other event occurring pursuant to this Plan.  The Company shall have the
right  to withhold from such Optionee (or permitted transferee) such withholding
taxes  as  may  be  required  by  law,  or to otherwise require the Optionee (or
permitted  transferee)  to  pay  such  withholding  taxes.  If  the Optionee (or
permitted  transferee) shall fail to make such tax payments as are required, the
Company or its subsidiaries or affiliates shall, to the extent permitted by law,
have  the  right to deduct any such taxes from any payment of any kind otherwise
due  to  such Optionee (or permitted transferee) or to take such other action as
may  be  necessary  to satisfy such withholding obligations.  In satisfaction of
the requirement to pay withholding taxes, the Optionee (or permitted transferee)
may make a written election, which may be accepted or rejected in the discretion
of  the Committee, to have withheld a portion of the Shares then issuable to the
Optionee  (or  permitted  transferee)  pursuant to the Plan, having an aggregate
Fair  Market  Value  equal  to  the  withholding  taxes.

     6.2.  Right of Discharge Reserved.  Nothing in the Plan nor the grant of an
           ---------------------------
Option  hereunder  shall  confer upon any employee, director or other individual
the  right  to  continue  in  the  employment  or  service of the Company or any
subsidiary  or  affiliate of the Company or affect any right that the Company or
any  subsidiary or affiliate of the Company may have to terminate the employment
or  service  of  (or to demote or to exclude from future Options under the Plan)
any  such  employee,  director  or  other individual at any time for any reason.
Except  as  specifically  provided  by  the  Committee, the Company shall not be
liable for the loss of existing or potential profit with respect to an Option in
the  event  of  termination  of  an employment or other relationship even if the
termination is in violation of an obligation of the Company or any subsidiary or
affiliate  of  the  Company  to  the  Optionee.

          6.3.  Nature  of  Payments.  All  Options granted pursuant to the Plan
                --------------------
are in consideration of services performed or to be performed for the Company or
any subsidiary or affiliate of the Company.  Except to the extent required under
applicable  law,  any income or gain realized pursuant to Options under the Plan
shall  not  constitute  compensation for purposes of any of the employee benefit
plans of the Company or any subsidiary or affiliate of the Company except as may
be  determined  by  the  Committee  or  by  the Board or by the directors of the
applicable  subsidiary  or  affil-iate  of  the  Company.

          6.4.  Severability.  If  any  provision  of  the  Plan  shall  be held
                ------------
unlawful  or  otherwise  invalid  or  unenforceable  in  whole  or in part, such
unlawfulness,  invalidity  or  unenforceability  shall  not  affect  any  other
provision  of the Plan or part thereof, each of which shall remain in full force
and  effect.  If the making of any payment or the provision of any other benefit
required  under  the  Plan  shall  be  held  unlawful  or  otherwise  invalid or
unenforceable,  such  unlawfulness,  invalidity  or  unenforceability  shall not
prevent any other payment or benefit from being made or provided under the Plan,
and  if  the making of any payment in full or the provision of any other benefit
required  under  the  Plan  in  full  would  be unlawful or otherwise invalid or

<PAGE>



unenforceable,  then such unlawfulness, invalidity or unenforceability shall not
prevent  such  payment  or  benefit  from being made or provided in part, to the
extent  that it would not be unlawful, invalid or unenforceable, and the maximum
payment or benefit that would not be unlawful, invalid or unenforceable shall be
made  or  provided  under  the  Plan.

     6.5.  Gender  and  Number.  In  order  to  shorten  and  to  improve  the
           -------------------
understandability of the Plan document by eliminating the repeated usage of such
phrases  as  "his  or her," any mas-culine terminology herein shall also include
the  feminine,  and the definition of any term herein in the singular shall also
include  the  plural  except  when  otherwise  indicated  by  the  context.

     6.6.  Governing  Law.  The  Plan  and  all  determinations made and actions
           --------------
taken  thereunder,  to the extent not otherwise governed by the Code or the laws
of the United States, shall be governed by the laws of the State of New York and
construed  accordingly.

     6.7.  Effective  Date  of  Plan;  Termination  of  Plan.  The Plan shall be
           -------------------------------------------------
effective on the date of approval of the Plan by the Board.  Notwithstanding the
foregoing, no Option intended to qualify as an "incentive stock option" shall be
granted  hereunder unless and until the Plan shall be approved by the holders of
a  majority  of  the  shares entitled to vote thereon within 12 months after the
date  of  adoption of the Plan by the Board.  In the event that such shareholder
approval is not obtained, each Option granted under the Plan that is intended to
qualify  as  an  "incentive  stock  option"  shall,  notwithstanding  any of the
preceding  provisions of the Plan, automatically be deemed a "nonqualified stock
option."  Options  may  be  granted  under the Plan at any time and from time to
time on or prior to December 31, 2010, on which date the Plan will expire except
as  to Options  then outstanding under the Plan.  Such outstanding Options shall
remain  in effect until they have been exercised or terminated, or have expired.

     6.8.  Captions.  The captions in this Plan are for convenience of reference
           --------
only,  and  are  not  intended  to  narrow,  limit  or  affect  the substance or
interpretation  of  the  provisions  contained  herein.






<PAGE>