Exhibit 4.4

                             1999 Stock Option Plan




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                               WORKFIRE.COM, INC.
                             1999 STOCK OPTION PLAN

1.   PURPOSE; EFFECTIVENESS OF THE PLAN.

     (a)  The purpose of this Plan is to advance the interests of the
          Company and its stockholders by helping the Company obtain and
          retain the services of employees, officers, consultants, and
          directors, upon whose judgment, initiative and efforts the
          Company is substantially dependent, and to provide those persons
          with further incentives to advance the interests of the Company.

     (b)  This Plan will become effective on the date of its adoption by the
          Board provided the Plan is approved by the stockholders of the
          Company (excluding holders of shares of Stock issued by the Company
          pursuant to the exercise of options granted under this Plan) within
          twelve months before or after that date.  If the Plan is not so
          approved by the stockholders of the Company any options granted under
          this Plan will be rescinded and will be void. This Plan will remain
          in effect until it is terminated by the Board or the Committee (as
          defined hereafter) under section 9 hereof, except that no ISO (as
          defined herein) will be granted after the tenth anniversary of the
          date of this Plan's adoption by the Board. This Plan will be governed
          by, and construed in accordance with, the laws of the State of
          Colorado.

2.       CERTAIN DEFINITIONS.

Unless the context otherwise requires, the following defined terms (together
with other capitalized terms defined elsewhere in this Plan) will govern the
construction of this Plan, and of any stock option agreements entered into
pursuant to this Plan:

     (a)  "10% Stockholder" means a person who owns, either directly or
          indirectly by virtue of the ownership attribution provisions set
          forth in Section 424(d) of the Code at the time he or she is granted
          an Option, stock possessing more than ten percent (10%) of the total
          combined voting power or value of all classes of stock of the Company
          and/or of its subsidiaries;

     (b)  "1933 Act" means the federal Securities Act of 1933, as amended;

     (c)  "Board" means the Board of Directors of the Company;

     (d)  "Called for under an Option," or words to similar effect, means
          issuable pursuant to the exercise or an Option;

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Workfire.com, Inc. Stock Option Plan
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     (e)  "Code" means the Internal Revenue Code of 1986, as amended
          (references herein to Sections of the Code are intended to refer to
          Sections of the Code as enacted at the time of this Plan's adoption
          by the Board and as subsequently amended, or to any substantially
          similar successor provisions of the Code resulting from
          recodification, renumbering or otherwise);

     (f)  "Committee" means a committee, known as the Compensation Committee,
          of two or more Disinterested Directors, appointed by the Board, to
          administer and interpret this Plan; provided that the term "Committee"
          will refer to the Board during such times as no Committee is appointed
          by the Board;

     (g)  "Company" means Workfire.com, Inc.

     (h)  "Disability" has the same meaning as "permanent and total disability,"
          as defined in Section 22(e)(3) of the Code;

     (i)  "Disinterested Director" means a member of the Board who is not during
          the period of one year prior to his or her service as an administrator
          of the Plan, or during the period of such service, granted or awarded
          Stock, options to acquire Stock, or similar equity securities of the
          Company under this Plan or any similar plan of the Company, other than
          the grant of a Formula Option pursuant to section 6(m) of this Plan;

     (j) "Eligible Participants" means persons who, at a particular time,
         are employees, officers, consultants, or directors of the Company or
         its subsidiaries;

     (k)  "Fair Market Value" means, with respect to the Stock and as of the
          date an ISO or a Formula Option is granted hereunder, the market price
          per share of such Stock determined by the Committee, consistent with
          the requirements of Section 422 of the Code and to the extent
          consistent therewith, as follows:

          (i)  If the Stock was traded on a stock exchange on the date in
               question, then the Fair Market Value will be equal to the closing
               price reported by the applicable composite-transactions report
               for such date;

          (ii) If the Stock was traded over-the-counter on the date in question
               and was classified as a national market issue, then the Fair
               Market Value will be equal to the last-transaction price quoted
               by the NASDAQ system for such date;

         (iii) If the Stock was traded over-the-counter on the date in question
               but was not classified as a national market issue, then the Fair
               Market Value will be equal to the average of the last reported
               representative bid and asked prices quoted by the NASDAQ system
               far such date; and
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          (iv) If none of the foregoing provisions is applicable, then the
               Fair Market Value will be determined by the Committee in good
               faith on such basis as it deems appropriate.

     (l)  "Formula Option" means an NSO granted to members of the Committee
          pursuant to section 6(m) hereof;

     (m)  "ISO" has the same meaning as "incentive stock option," as defined
          in Section 422 of the Code;

     (n) "Just Cause Termination" means a termination by the Company of an
         Optionee's employment by and/or service to the Company (or if the
         Optionee is a director, removal of the Optionee from the Board by
         action of the stockholders or, if permitted by applicable law and the
         bylaws of the Company, the other directors), in connection with the
         good faith determination of the Company's board of directors (or of the
         Company's stockholders if the Optionee is a director and the removal of
         the Optionee from the Board is by action of the stockholders, but in
         either case excluding the vote of the Optionee if he or she is a
         director or a stockholder) that the Optionee has engaged in any acts
         involving dishonesty or moral turpitude or in any acts that materially
         and adversely affect the business, affairs or reputation of the Company
         or its subsidiaries;

     (o) "NSO" means any option granted under this Plan whether designated
         by the Committee as a "non-qualified stock option, a "non-statutory
         stock option" or otherwise, other than an option designated by the
         Committee as an ISO, or any option so designated but which, for any
         reason, fails to qualify as an ISO pursuant to Section 422 of the Code
         and the rules and regulations thereunder;

     (p) "Option" means an option granted pursuant to this Plan entitling
         the option holder to acquire shares of Stock issued by the Company
         pursuant to the valid exercise of the option;

     (q) "Option Agreement" means an agreement between the Company and an
         Optionee, in form and substance satisfactory to the Committee in its
         sole discretion, consistent with this Plan;

     (r) "Option Price" with respect to any particular Option means the
         exercise price at which the Optionee may acquire each share of the
         Option Stock called for under such Option;

     (s) "Option Stock" means Stock Issued or issuable by the Company
         pursuant to the valid exercise of an Option;
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     (t) "Optionee" means an Eligible Participant to whom Options are
         granted hereunder, and any transferee thereof pursuant to a Transfer
         authorized under this Plan;

     (u) "Plan" means this 1999 Stock Option Plan of the Company;

     (v) "QDRO" has the same meaning as "qualified domestic relations order"
         as defined in Section 414(p} of the Code;

     (w) "Stock" means shares of the Company's Common Stock, no par value;

     (x) "Subsidiary" has the same meaning as "Subsidiary
         Corporation" as defined in Section 424(f) of the Code;

     (y) "Transfer," with respect to Option Stock, includes, without
         limitation, a voluntary or involuntary sale, assignment, transfer,
         conveyance, pledge, hypothecation, encumbrance, disposal, loan, gift,
         attachment or levy of such Option Stock, including without limitation
         an assignment for the benefit of creditors of the Optionee, a transfer
         by operation of law, such as a transfer by will or under the laws of
         descent and distribution, an execution of judgement against the Option
         Stock or the acquisition of record or beneficial ownership thereof by a
         lender or creditor, a transfer pursuant to a ODRO, or to any decree of
         divorce, dissolution or separate maintenance, any property settlement,
         any separation agreement or any other agreement with a spouse (except
         for estate planning purposes) under which a part or all of the shares
         of Option Stock are transferred or awarded to the spouse of the
         Optionee or are required to be sold: or a transfer resulting from the
         filing by the Optionee of a petition for relief, or the filing of an
         involuntary petition against such Optionee, under the bankruptcy laws
         of the United States or of any other nation.

3.   ELIGIBILITY.

The Company may grant Options under this Plan only to persons who are Eligible
Participants as of the time of such grant. Subject to the provisions of sections
4(d), 5 and B hereof, there is no limitation on the number of Options that may
be granted to an Eligible Participant.

4.   ADMINISTRATION.

     (a)  Committee. The Committee, if appointed by the Board, will administer
          this Plan. If the Board, in its discretion, does not appoint such a
          Committee, the Board itself will administer this Plan and take such
          other actions as the Committee is authorized to take hereunder;
          provided that the Board may take such actions hereunder in the same
          manner as the Board may take other actions under the Company's
          Articles of incorporation and bylaws generally.
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     (b)  Authority and Discretion of Committee. The Committee will have full
          and final authority in its discretion, at any time and from time to
          time, subject only to the express terms, conditions and other
          provisions of the Company's Articles of incorporation, bylaws and
          this Plan, and the specific limitations on such discretion set forth
          herein:

          (i)  to select and approve the persons who will be granted Options
               under this Plan from among the Eligible Participants, and to
               grant to any person so selected one or more Options to purchase
               such number of shares of Option Stock as the Committee may
               determine;

         (ii)  to determine the period or periods of time during which
               Options may be exercised, the Option Price and the duration of
               such Options, and other matters to be determined by the Committee
               in connection with specific Option grants and Options Agreements
               as specified under this Plan;

        (iii)  to interpret this Plan, to prescribe, amend and rescind rules
               and regulations relating to this Plan, and to make all other
               determinations necessary or advisable for the operation and
               administration of this Plan; and

         (iv)  to delegate all or a portion of its authority under
               subsections (i) and (ii) of this section 4(b) to one or more
               directors of the Company who are executive officers of the
               Company, but only in connection with Options granted to Eligible
               Participants who are not subject to the reporting and liability
               provisions of Section 16 of the Securities Exchange Act of 1934,
               as amended, and the rules and regulations thereunder, and subject
               to such restrictions and limitations (such as the aggregate
               number of shares of Option Stock called for by such Options that
               may be granted) as the Committee may decide to impose on such
               delegate directors.

     (c)  Limitation on Authority. Notwithstanding the foregoing, or any
          other provision of this Plan, the Committee will have no authority:

          (i)  to grant Options to any of its members, whether or
               not approved by the Board; and

         (ii)  to determine any matters, or exercise any discretion, in
               connection with the Formula Options under section e(m) hereof, to
               the extent that the power to make such determinations or to
               exercise such discretion would cause one or more members of the
               Committee no longer to be "Disinterested Directors" within the
               meaning of section 2(i) above.
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     (d)  Designation of Options. Except as otherwise provided herein, the
          Committee will designate any Option granted hereunder either as an ISO
          or as an NSO. To the extent that the Fair Market Value (determined at
          the time the Option is granted) of Stock with respect to which all
          ISOs are exercisable for the first time by any individual during any
          calendar year (pursuant to this Plan and all other plans of the
          Company and/or its subsidiaries) exceeds $100,000, such option will
          be treated as an NSO. Notwithstanding the general eligibility
          provisions of section 3 hereof, the Committee may grant ISOs only to
          persons who are employees of the Company and/or its subsidiaries.

     (e)  Option Agreements. Options will be deemed granted hereunder only
          upon the execution and delivery of an Option Agreement by the Optionee
          and a duly authorized officer of the Company. Options will not be
          deemed granted hereunder merely upon the authorization of such grant
          by the Committee.

5.   SHARES RESERVED FOR OPTIONS.

     (a)  Option Pool. The aggregate number of shares of Option Stock that
          may be issued pursuant to the exercise of Options granted under this
          Plan initially will not exceed One Million Three Hundred and
          Seventy-five Thousand Eight Hundred and Forty (1,375,840) (the "Option
          Pool"), provided that such number automatically shall be adjusted
          annually on the first day of the Company's fiscal year end to a number
          equal to 9% of the number of shares of Stock of the Company
          outstanding on the last day of the immediately preceding fiscal year,
          or 1,375,840 shares, whichever is greater, and provided further that
          such number will be increased by the number of shares of Option Stock
          that the Company subsequently may reacquire through repurchase or
          otherwise.  Shares of Option Stock that would have been issuable
          pursuant to Options, but that are no longer issuable because all or
          part of those Options have terminated or expired, will be deemed not
          to have been issued for purposes of computing the number of shares of
          Option Stock remaining in the Option Pool and available for issuance.

     (b)  Adjustments Upon Changes In Stock. In the event of any change in
          the outstanding Stock of the Company as a result of a stock split,
          reverse stock split, stock dividend, recapitalization, combination or
          reclassification, appropriate proportionate adjustments will be made
          in:

          (i)  the aggregate number of shares of Option Stock in the Option
               Pool that may be issued pursuant to the exercise of Options
               granted hereunder;

         (ii)  the Option Price and the number of shares of Option Stock
               called for in each outstanding Option granted hereunder; and
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        (iii)  other rights and matters determined on a per share basis
               under this Plan or any Option Agreement hereunder. Any such
               adjustments will be made only by the Board, and when so made will
               be effective, conclusive and binding for all purposes with
               respect to this Plan and all Options then outstanding. No such
               adjustments will be required by reason of the issuance or sale
               by the Company for cash or other consideration of additional
               shares of its Stock or securities convertible into or
               exchangeable for shares of its Stock.

6.   TERMS OF STOCK OPTION AGREEMENTS.

Each Option granted pursuant to this Plan will be evidenced by an agreement (an
"Option Agreement") between the Company and the person to whom such Option is
granted, in form and substance satisfactory to the Committee in its sole
discretion, consistent with this Plan. Without limiting the foregoing, each
Option Agreement (unless otherwise slated therein) will be deemed to include the
following terms and conditions;

     (a) Covenants of Optionee. At the discretion of the Committee, the
         person to whom an Option is granted hereunder, as a condition to the
         granting of the Option, must execute and deliver to the Company a
         confidential information agreement approved by the Committee. Nothing
         contained in this Plan, any Option Agreement or in any other agreement
         executed in connection with the granting of an Option under this Plan
         will confer upon any Optionee any right with respect to the
         continuation of his or her status as an employee of, consultant or
         independent contractor to, or director of, the Company or its
         subsidiaries.

     (b} Vesting Periods. Unless the Option Agreement executed by an
         Optionee expressly otherwise provides and except as set forth herein,
         the right to exercise an Option granted hereunder will be subject to
         the following Vesting Periods, subject to the Optionee continuing to be
         an Eligible Participant and the occurrence of any other event
         (including the passage of time) that would result in the cancellation
         or termination of the Option:

          (i) no portion of the Option will be exercisable prior to the
              expiration of three months after the date of grant set forth in
              the Option Agreement; and

         (ii) such additional vesting periods as may be determined by the
              Committee in its sole discretion

     (c) Exercise of the Option.


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          (i) Mechanics and Notice. An Option may be exercised to the extent
              exercisable (1) by giving written notice of exercise to the
              Company, specifying the number of full shares of Option Stock to
              be purchased and accompanied by full payment of the Option Price
              thereof and the amount of withholding taxes pursuant to subsection
              6(c)(ii) below; and (2) by giving assurances satisfactory to the
              Company that the shares of Option Stock to be purchased upon such
              exercise are being purchased for investment and not with a view to
              resale in connection with any distribution of such shares in
              violation of the 1933 Act; provided, however, that in the event
              the Option Stock called for under the Option is registered under
              the 1933 Act, or in the event resale of such Option Stock without
              such registration would otherwise be permissible, this second
              condition will be inoperative if, in the opinion of counsel for
              the Company, such condition is not required under the 1933 Act, or
              any other applicable law, regulation or rule of any governmental
              agency.

         (ii) Withholding Taxes. As a condition to the issuance of the shares
              of Option Stock upon full or partial exercise of an NSO granted
              under this Plan, the Optionee will pay to the Company in cash, or
              in such other form as the Committee may determine in its
              discretion, the amount of the Company's tax withholding liability
              required in connection with such exercise. For purposes of this
              subsection 6(c)(ii), "tax withholding liability" will mean all
              federal and state income taxes, social security tax, and any other
              taxes applicable to the compensation income arising from the
              transaction required by applicable law to be withheld by the
              Company.

     (d) Payment at Option Price. Each Option Agreement will specify the
         Option Price with respect to the exercise of Option Stock thereunder,
         to be fixed by the Committee in its discretion, but in no event will
         the Option Price for an ISO granted hereunder be less than the Fair
         Market Value (or, in case the Optionee is a 10% Stockholder, one
         hundred ten percent (110%) of such Fair Market Value) of the Option
         Stock at the time such ISO is granted, and in no event will the Option
         Price for an NSO granted hereunder be less than the 85% of Fair Market
         Value. The Option Price will be payable to the Company in United States
         dollars in cash or by check or, such other legal consideration as may
         be approved by the Committee, in its discretion.

          (i) For example, the Committee, in its discretion, may permit a
              particular Optionee to pay all or a portion of the Option Price
              and/or the tax withholding liability set forth in subsection
              8(c)(ii) above, with respect to the exercise of an Option either
              by surrendering shares of Stock already owned by such Optionee or
              by withholding shares of Option Stock, provided that the Committee
              determines that the fair market value of such surrendered Stock or
              withheld Option Stock is equal to the corresponding portion of
              such


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              Option Price and/or tax withholding liability, as the case
              may be, to be paid for therewith.

         (ii) If the Committee permits an Optionee to pay any portion of
              the Option Price and/or tax withholding liability with shares of
              Stock with respect to the exercise of an Option (the "Underlying
              Option") as provided in subsection 6(d)(i) above, then the
              Committee, in its discretion, may grant to such Optionee (but only
              if Optionee remains an Eligible Participant at that time)
              additional NSOs, the number of shares of Option Stock called for
              thereunder to be equal to all or a portion of the Stock so
              surrendered or withheld (a "Replacement Option"). Each Replacement
              Option will be evidenced by an Option Agreement. Unless otherwise
              set forth therein, each Replacement Option will be immediately
              exercisable upon such grant (without any Vesting Period) and will
              be coterminous with the Underlying Option. The Committee, in its
              sole discretion, may establish such other terms and conditions for
              Replacement Options as it deems appropriate.

     (e) Termination of the Option. Except as otherwise provided herein,
         each Option Agreement will specify the period of time, to be fixed by
         the Committee in its discretion, during which the Option granted
         therein will be exercisable, not to exceed ten years from the date of
         grant (the "Option Period"); provided that the Option Period will not
         exceed five years from the date of grant in the case at an ISO granted
         to a 10% Stockholder. To the extent not previously exercised, each
         Option will terminate upon the expiration of the Option Period
         specified in the Option Agreement; provided, however, that each such
         Option will terminate, if earlier:

          (i) three months after the date that the Optionee ceases to be an
              Eligible Participant for any reason, other than by reason of death
              or disability or a Just Cause Termination;

         (ii) twelve months after the date that the Optionee ceases to be
              an Eligible Participant by reason of such person's death or
              disability; or

        (iii) immediately as of the date that the Optionee ceases to be an
              Eligible Participant by reason of a Just Cause Termination.

         In the event of a sale of all or substantially all of the assets of the
         Company, or a merger or consolidation or other reorganization in which
         the Company is not the surviving corporation, or in which the Company
         becomes a subsidiary of another corporation (any of the foregoing
         events, a "Corporate Transaction"), then notwithstanding anything else
         herein, the right to exercise all then outstanding Options will vest
         immediately prior to such Corporate Transaction and will terminate
         immediately after such Corporate Transaction; provided, however, that
         if the Board, in its sole discretion, determines that such immediate

<PAGE>

         vesting of the right to exercise outstanding Options is not in the best
         interests of the Company, then the successor corporation must agree to
         assume the outstanding Options or substitute therefor comparable
         options of such successor corporation or a parent or subsidiary of such
         successor corporation.

     (f) Options Non transferable. No Option will be transferable by the
         Optionee otherwise than by will or the laws of descent and distribution
         or in the case of an NSO, pursuant to a QDRO. During the lifetime of
         the Optionee, the Option will be exercisable only by him or her, or the
         transferee of an NSO if it was transferred pursuant to a QDRO.

     (g) Qualification of Stock. The right to exercise an Option will be
         further subject to the requirement that if at any time the Board
         determines, in its discretion, that the listing, registration or
         qualification of the shares of Option Stock called for thereunder upon
         any securities exchange or under any state or federal law, or the
         consent or approval of any governmental regulatory authority, is
         necessary or desirable as a condition of or in connection with the
         granting of such Option or the purchase of shares of Option Stock
         thereunder, the Option may not be exercised, in whole or in part,
         unless and until such listing, registration, qualification, consent or
         approval is effected or obtained free of any conditions not acceptable
         to the Board, in its discretion.

     (h) Additional Restrictions on Transfer. By accepting Options and/or
         Option Stock under this Plan, the Optionee will be deemed to represent,
         warrant and agree as follows:

          (i) Securities Act of 1933. The Optionee understands that the
              shares of Option Stock have not been registered under the 1933
              Act, and that such shares are not freely tradable and must be held
              indefinitely unless such shares are either registered under the
              1933 Act or an exemption from such registration is available. The
              Optionee understands that the Company is under no obligation to
              register the shares of Option Stock.

        (ii)  Other Applicable Laws. The Optionee further understands that
              Transfer of the Option Stock requires full compliance with the
              provisions of all applicable laws.

       (iii) Investment Intent. Unless a registration statement is in effect
             with respect to the sale of Option Stock obtained through exercise
             of Options granted hereunder: (1) Upon exercise of any Option, the
             Optionee will purchase the Option Stock for his or her own account
             and not with a view to distribution within the meaning of the 1933
             Act, other than as may be effected in compliance with the 1933 Act
             and the rules and regulations promulgated thereunder; (2) no one
             else will have any beneficial interest in the Option Stock; and
             (3) he or she has no present intention of disposing of the Option
             Stock at any particular time.

     (i) Compliance with Law. Notwithstanding any other provision of this
         Plan, Options may be granted pursuant to this Plan, and Option Stock
         may be issued pursuant to the exercise thereof by an Optionee, only
         after there has been compliance with all applicable federal and state
         securities laws, and all of the same will be subject to this overriding
         condition. The Company will not be required to register or qualify
         Option Stock with the Securities and Exchange Commission or any State
         agency, except that the Company will register with, or as required by
         local law, file for and secure an exemption from such registration
         requirements from, the applicable securities administrator and other
         officials of each jurisdiction in which an Eligible Participant would
         be granted an Option hereunder prior to such grant.
<PAGE>

     (j) Stock Certificates. Certificates representing the Option Stock
         issued pursuant to the exercise or Options will bear all legends
         required by law and necessary to effectuate this Plan's provisions. The
         Company may place a "stop transfer" order against shares of the Option
         Stock until all restrictions and conditions set forth in this Plan and
         in the legends referred to in this section 6(j) have been complied
         with.

     (k) Notices. Any notice to be given to the Company under the terms of
         an Option Agreement will be addressed to the Company at its principal
         executive office, Attention: Corporate Secretary, or at such other
         address as the Company may designate in writing. Any notice to be given
         to an Optionee will be addressed to the Optionee at the address
         provided to the Company by the Optionee. Any such notice will be deemed
         to have been duly given if and when enclosed in a properly sealed
         envelope, addressed as aforesaid, registered and deposited, postage and
         registry fee prepaid, in a post office or branch post office regularly
         maintained.

     (l) Other Provisions. The Option Agreement may contain such other
         terms, provisions and conditions, including such special forfeiture
         conditions, rights of repurchase, rights of first refusal and other
         restrictions on Transfer of Option Stock issued upon exercise of any
         Options granted hereunder, not inconsistent with this Plan, as may be
         determined by the Committee in its sole discretion.

     (m) Formula Options.  No formula options are to be established at this
         time.

7.   PROCEEDS FROM SALE OF STOCK.

Cash proceeds from the sale of shares of Option Stock issued from time to time
upon the exercise of Options granted pursuant to this Plan will be added to the
general funds of the Company and as such will be used from time to time for
general corporate purposes.
<PAGE>

8.       MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS.

Subject to the terms and conditions and within the limitations of this Plan, and
except with respect to Formula Options, the Committee may modify, extend or
renew outstanding Options granted under this Plan, or accept the surrender of
outstanding Options (to the extent not theretofore exercised) and authorize the
granting of new Options in substitution therefor (to the extent not theretofore
exercised). Notwithstanding the foregoing, however, no modification of any
Option will, without the consent of the holder of the Option, alter or impair
any rights or obligations under any Option theretofore granted under this Plan.

9.       AMENDMENT AND DISCONTINUANCE.

The Board or the Committee may amend, suspend or discontinue this Plan at any
time or from time to time; provided that no action of the Board or the Committee
will cause ISOs granted under this Plan not to comply with Section 422 of the
Code unless the Board or the Committee specifically declares such action to be
made for that purpose and provided further, that the provisions of section 6(m)
hereof may not be amended more often than once during any six (6) month period,
other than to comport with changes in the Code, the Employee Retirement Income
Security Act, or the rules and regulations thereunder. Moreover, no such action
may alter or impair any Option previously granted under this Plan without the
consent of the holder of such Option. The Board or the Committee may amend the
Plan without shareholder approval where such approval is not required to satisfy
any statutory or regulatory requirements.

10.      PLAN COMPLIANCE WITH RULE L6B-3.

With respect to persons subject to Section 16 of the Securities Exchange Act of
1934, transactions under this plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the 1934 Act. To the extent any
provision of the plan or action by the plan administrators fails so to comply,
it shall be deemed null and void, to the extent permitted by law and deemed
advisable by the plan administrators.

11.      COPIES OF PLAN.

A copy of this Plan will be delivered to each Optionee at or before the time he
or she executes an Option Agreement.
***



Date Plan Adopted by Board of Directors:    June 19, 1999

Date Plan Approved by Stockholders:         _______________________________1999
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                                   Exhibit 27

                             Financial Data Schedule