EXHIBIT 10.38


                    NETVOICE TECHNOLOGIES CORPORATION
                    ---------------------------------
                             2000 STOCK PLAN
                             ---------------


          SECTION 1.  General Purpose of Plan; Definitions.
                      ------------------------------------

          The name of this plan is the NetVoice Technologies Corporation
2000 Stock Plan (the "Plan"). The purpose of the Plan is to enable NetVoice
Technologies Corporation (the "Company") and its Subsidiaries to retain and
attract executives, employees (whether full or part-time), consultants and
non-employee directors who contribute to the Company's success by their
ability, ingenuity and industry, and to enable such individuals to
participate in the long-term success and growth of the Company by giving
them a proprietary interest in the Company.

          For purposes of the Plan, the following terms shall be defined as
set forth below:

               a    "BOARD" means the Board of Directors of the Company.

               b.   "CAUSE" means (i) a felony conviction of the
                    participant or the failure of the participant to
                    contest prosecution for a felony, (ii) the
                    participant's willful misconduct or dishonesty in
                    connection with his employment, (iii) the participant's
                    breach of any proprietary information agreement,
                    covenant not to compete, employment contract or similar
                    agreement with the Company, or (iv) the participant's
                    continued failure to perform his duties after written
                    notice of such failure

               c.   "CHANGE IN CONTROL" means:  (i) the consummation of a
                    merger or consolidation of the Company with or into
                    another entity or any other corporate reorganization,
                    if more than fifty percent of the combined voting power
                    of the continuing or surviving entity's securities
                    outstanding immediately after such merger,
                    consolidation or other reorganization is owned by
                    persons who are not shareholders of the Company
                    immediately prior to such merger, consolidation or
                    reorganization or (ii) the sale, transfer or other
                    disposition of all or substantially all of the
                    Company's assets.  A transaction shall not constitute
                    a Change in Control if its sole purpose is to create a
                    holding company that will be owned in substantially the
                    same proportions by persons who held the Company's
                    securities immediately before such transaction.

               d.   "CODE" means the Internal Revenue Code of 1986, as
                    amended.

               e.   "COMMITTEE" means the Committee referred to in Section
                    2 of the Plan.  If at any time no Committee shall be in
                    office, then the

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                    functions of the Committee specified in the Plan shall
                    be exercised by the Board.

               f.   "COMPANY" means NetVoice Technologies Corporation, a
                    corporation organized under the laws of the State of
                    Nevada (or any successor corporation).

               g.   "CONSULTANT" means a person or entity who performs bona
                    fide services for the Company, a Parent Corporation or
                    a Subsidiary as a consultant, adviser or other
                    independent contractor excluding employees and Non-
                    Employee Directors.

               h.   "DISABILITY" means permanent and total disability
                    within the meaning of Section 22(e)(3) of the Code as
                    determined by the Committee in its absolute discretion.

               i.   "DISINTERESTED PERSON" shall have the meaning set forth
                    in Rule 16b-3 as promulgated by the Securities and
                    Exchange Commission under the Securities Exchange Act
                    of 1934, or any successor definition adopted by the
                    Commission.

               j.   "FAIR MARKET VALUE" means the value of the Stock on a
                    given date as determined by the Committee in accordance
                    with the Treasury Department regulations applicable to
                    "incentive stock options" within the meaning of Section
                    422 of the Code.

               k.   "INCENTIVE STOCK OPTION" means any Stock Option
                    intended to be and designated as an "Incentive Stock
                    Option" within the meaning of Section 422 of the Code.

               l.   "NONQUALIFIED STOCK OPTION" means any Stock Option that
                    is not an Incentive Stock Option, and is intended to be
                    and is designated as a "Nonqualified Stock Option."

               m.   "NON-EMPLOYEE DIRECTOR" means any member of the Board
                    who is not an employee of the Company, any Parent
                    Corporation or Subsidiary.

               n.   "PARENT CORPORATION" means any corporation (other than
                    the Company) in an unbroken chain of corporations
                    ending with the Company if, at the time of the granting
                    of the Stock Option, each of the corporations (other
                    than the Company) owns stock possessing 50% or more of
                    the total combined voting power of all classes of stock
                    in one of the other corporations in the chain.

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               o.   "REPORTING COMPANY" shall mean a company which has any
                    class of equity security (other than an exempt
                    security) registered pursuant to Section 12 of the
                    Securities Exchange Act of 1934, as amended.

               p.   "STOCK" means the Common Stock of the Company and any
                    other securities of the Company which may hereafter
                    become subject to Stock Options pursuant to Section 8.

               q.   "STOCK APPRECIATION RIGHT" means the right pursuant to
                    an award granted under Section 6 below to surrender to
                    the Company all or a portion of a Stock Option in
                    exchange for an amount equal to the difference between
                    (i) the Fair Market Value, as of the date such Stock
                    Option or such portion thereof is surrendered, of the
                    shares of Stock covered by such Stock Option or such
                    portion thereof, and (ii) the aggregate exercise price
                    of such Stock Option or such portion thereof.

               r.   "STOCK OPTION" or "OPTION" means any option to purchase
                    shares of Stock granted pursuant to Section 5 below.

               s.   "SUBSIDIARY" means any corporation (other than the
                    Company) in an unbroken chain of corporations beginning
                    with the Company if, at the time of the granting of the
                    Stock Option, each of the corporations (other than the
                    last corporation in the unbroken chain) owns stock
                    possessing 50% or more of the total combined voting
                    power of all classes of stock in one of the other
                    corporations in the chain.

          SECTION 2.  Administration.
                      --------------

          The Plan shall be administered by the Board of Directors or by a
Committee of not less than two directors, who shall be appointed by the
Board of Directors of the Company and who shall serve at the pleasure of
the Board.  At all times after the Company becomes a Reporting Company, all
members of the Committee or Board of Directors (if no Committee has been
appointed) must be Disinterested Persons.

          The Committee shall have the power and authority to grant Stock
Options to eligible persons, pursuant to the terms of the Plan.

          In particular, the Committee shall have the authority:

                  (i)    to select the officers, other employees, Non-
                         Employee Directors and Consultants of the Company
                         to whom Stock Options may from time to time be
                         granted hereunder;

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                  (ii)   to determine whether and to what extent Incentive
                         Stock Options and Nonqualified Stock Options, or
                         a combination of the foregoing, are to be granted
                         hereunder;

                  (iii)  to determine the number of shares to be covered
                         by each such award granted hereunder;

                  (iv)   to determine the terms and conditions, not
                         inconsistent with the terms of the Plan, of any
                         award granted hereunder (including, but not
                         limited to, any restriction on any Stock Option
                         and/or the shares of Stock relating thereto) and
                         to amend such terms and conditions (including,
                         but not limited to, any amendment which
                         accelerates the vesting of any award); and

                  (v)    subject to the provisions of the Plan to
                         determine whether, to what extent, and under what
                         circumstances, Stock Options may be exercised
                         following termination of employment.

          The Committee shall have the authority to adopt, alter and repeal
such administrative rules, guidelines and practices governing the Plan as
it shall, from time to time, deem advisable; to interpret the terms and
provisions of the Plan and any award issued under the Plan (and any
agreements relating thereto); and to otherwise supervise the administration
of the Plan.  The Committee may delegate its authority to the President
and/or the Chief Executive Officer of the Company for the purpose of
selecting employees who are not officers or directors of the Company for
purposes of clause (i) above.

          All decisions made by the Committee pursuant to the provisions of
the Plan shall be final and binding on all persons, including the Company
and Plan participants.

          SECTION 3.  Stock Subject to Plan.
                      ---------------------

          The total number of shares of Stock reserved and available for
distribution under the Plan shall be 2,000,000 shares, subject to increase
or decrease as provided in Section 8.  Such shares may consist, in whole or
in part, of authorized and unissued shares and treasury shares, including
shares which may become treasury shares as a result of purchases of
outstanding shares which may be made from time to time by the Company.  If
any shares that have been optioned under this Plan cease to be subject to
Options, are forfeited or such award otherwise terminates without Stock
being issued or in the event that shares issued under the Plan are acquired
by the Company pursuant to a right of repurchase or right of first refusal,
such shares shall be available for distribution in connection with future
awards under the Plan.

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          SECTION 4.  Eligibility.
                      -----------

          Officers, employees, Non-Employee Directors and Consultants of
the Company or its Subsidiaries who are responsible for or contribute to
the management, growth and/or profitability of the business of the Company
and its Subsidiaries are eligible to be granted Stock Option awards under
the Plan; provided that only officers (who are employees) and other
employees shall be eligible to receive Incentive Stock Options.  The
optionees and participants under the Plan shall be selected from time to
time by the Committee, in its sole discretion, from among those eligible,
and the Committee shall determine, in its sole discretion, the number of
shares covered by each award.

          SECTION 5.  Stock Options.
                      -------------

          Any Stock Option granted under the Plan shall be in such form as
the Committee may from time to time approve.

          The Stock Options granted under the Plan may be of two types: (i)
Incentive Stock Options and (ii) Nonqualified Stock Options.  No Stock
Options shall be granted under the Plan on or after the tenth anniversary
of the effective date of the Plan.

          The Committee shall have the authority to grant any optionee
Incentive Stock Options, Nonqualified Stock Options, or both types of
options.  To the extent that any option does not qualify as an Incentive
Stock Option, it shall constitute a separate Nonqualified Stock Option.

          Anything in the Plan to the contrary notwithstanding, no term of
this Plan relating to Incentive Stock Options shall be interpreted, amended
or altered, nor shall any discretion or authority granted under the Plan be
so exercised, so as to disqualify either the Plan or any Incentive Stock
Option under Section 422 of the Code.  The preceding sentence shall not
preclude any modification or amendment to an outstanding Incentive Stock
Option, whether or not such modification or amendment results in
disqualification of such Option as an Incentive Stock Option; provided the
optionee consents in writing to the modification or amendment.

          Stock Options granted under the Plan shall be subject to the
following terms and conditions and shall contain such additional terms and
conditions, not inconsistent with the terms of the Plan, as the Committee
shall deem desirable.

               (a)  OPTION PRICE.  The option price per share of Stock
purchasable under a Stock Option shall be determined by the Committee at
the time of grant and may not be less than 85% of the Fair Market Value of
the Stock on the date of the grant of the Option.  In no event shall the
option price per share of Stock purchasable under an Incentive Stock Option
be less than 100% of the Fair Market Value of the Stock on the date of the
grant of the option.  If a participant owns or is deemed to own (by reason
of the attribution rules applicable under Section 424(d) of the Code) more
than 10% of the combined voting power of all classes of stock of the
Company or any Parent Corporation or Subsidiary, the option price shall be
no less than 110% of the Fair Market Value of the Stock on the date the
option is granted.

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               (b)  OPTION TERM.  The term of each Stock Option shall be
fixed by the Committee, but no Incentive Stock Option shall be exercisable
more than ten years after the date the option is granted.  If an employee
owns or is deemed to own (by reason of the attribution rules of Section
424(d) of the Code) more than 10% of the combined voting power of all
classes of stock of the Company or any Parent Corporation or Subsidiary and
an Incentive Stock Option is granted to such employee, the term of such
option shall be no more than five years from the date of grant.

               (c)  EXERCISABILITY.  Stock Options shall be exercisable at
such time or times as determined by the Committee at or after grant.  If
the Committee provides, in its discretion, that any option is exercisable
only in installments, the Committee may waive such installment exercise
provisions at any time.  Installment exercise restrictions may be based
upon the lapse of time, the attainment of specified performance goals, or
a combination of each.  If the participant is not an officer, director or
Consultant of the Company, the Options shall become exercisable at least as
rapidly as 20% per year over the five year period commencing on the date of
grant.

               (d)  METHOD OF EXERCISE.  Stock Options may be exercised in
whole or in part at any time during the option period by giving written
notice of exercise to the Company specifying the number of shares to be
purchased.  Such notice shall be accompanied by payment in full of the
purchase price, either by certified or bank check, or by any other form of
legal consideration deemed sufficient by the Committee and consistent with
the Plan's purpose and applicable law.  If permitted in each case by the
Committee, in its sole discretion, payment in full or in part may also be
made in the form of unrestricted Stock already owned by the optionee (based
on the Fair Market Value of the Stock on the date the option is exercised,
as determined by the Committee); provided, however, that, in the case of an
Incentive Stock Option, the right to make a payment in the form of already
owned shares may be authorized only at the time the option is granted.  If
the terms of an option so permit, or the Committee agrees, in its sole
discretion, an optionee may elect to pay all or part of the option exercise
price by having the Company withhold from the shares of Stock that would
otherwise be issued upon exercise that number of shares of Stock having a
Fair Market Value equal to the aggregate option exercise price for the
shares with respect to which such election is made.  No shares of Stock
shall be issued until full payment therefor has been made.  An optionee
shall generally have the rights to dividends and other rights of a
shareholder with respect to shares subject to the option when the optionee
has given written notice of exercise, has paid in full for such shares,
and, if requested, has given the representation described in paragraph (a)
of Section 10.

               (e)  NON-TRANSFERABILITY OF OPTIONS.  No Stock Option shall
be transferable by the optionee otherwise than by will or by the laws of
descent and distribution, and all Stock Options shall be exercisable,
during the optionee's lifetime, only by the optionee.

               No Option or interest therein may be transferred, assigned,
pledged or hypothecated by a participant during the participant's lifetime,
whether by operation of law or otherwise, or made subject to execution,
attachment or similar process.

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               (f)  TERMINATION UPON DEATH.  If an optionee's employment by
the Company and any Subsidiary or Parent Corporation terminates by reason
of death, the Stock Option may thereafter be immediately exercised, to the
extent then exercisable (or on such accelerated basis as the Committee
shall determine at or after grant), by the legal representative of the
estate or by the legatee of the optionee under the will of the optionee or
by the heirs of the optionee under the laws of descent and distribution,
for a period of one year (or such shorter period (not less than six months)
as the Committee shall specify at grant) from the date of such death or
until the expiration of the stated term of the option, whichever period is
shorter.

               (g)  TERMINATION BY REASON OF DISABILITY.  If an optionee's
employment by the Company and any Subsidiary or Parent Corporation
terminates by reason of Disability, any Stock Option held by such optionee
may thereafter be exercised, to the extent it was exercisable at the time
of termination due to Disability (or on such accelerated basis as the
Committee shall determine at or after grant), but may not be exercised
after one year (or such shorter period (not less than six months) as the
Committee shall specify at grant) from the date of such termination of
employment or the expiration of the stated term of the option, whichever
period is the shorter.

               (h) OTHER TERMINATION OF EMPLOYMENT.  If an optionee's
employment by the Company, any Subsidiary or Parent Corporation terminates
for any reason other than death or Disability, any Stock Option held by
such optionee may thereafter be exercised to the extent it was exercisable
at such termination, but may not be exercised after 30 days after the date
of such termination of employment (or such longer (not to exceed three
months for Incentive Stock Options) period as the Committee shall determine
at or after grant) or the expiration of the stated term of the option,
whichever period is the shorter; provided, however, that if the optionee's
employment is terminated for Cause, all rights under the Stock Option shall
terminate and expire upon such termination unless the Committee elects to
extend the exercise period (at any time at or after grant), provided that
for Incentive Stock Options such extensions shall not go beyond the stated
termination date of the Option or three months after the date of
termination of employment, whichever is earlier.

               (i)  CONDITION TO EXERCISE.  Notwithstanding any other
provision of the Plan, all Options shall be subject to the condition that
if at any time the Committee shall determine in its discretion that the
listing, registration or qualification of any Option or Stock subject to
any Option upon any securities exchange or under any state or federal law,
or the consent or approval of any governmental regulatory body or the
disclosure of material information about the Company, is necessary or
desirable as a condition of, or in connection with, any Option or the
issuance or purchase of Stock subject thereto, the Option may not be
exercised in whole or in part unless such listing, registration,
qualification, consent, approval or disclosure shall have been effected or
obtained free of any condition not acceptable to the Committee.  If because
of the foregoing restrictions an Option cannot be exercised during any part
of the 30-day period provided for under subparagraph (h) above after a
termination of employment (other than as a result of death or Disability
and other than for Cause), the period during which any Option held by the
terminated employee may be exercised shall be extended by the amount of
time during such 30-day period that the Option could not be exercised as a
result of the restriction set forth above in this subparagraph;

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provided that in no event will Incentive Stock Options be exercisable after
the stated termination date of the Option or three months after the date of
termination of employment, whichever is earlier.

               (j)  NON-EMPLOYEE OPTIONS.  The Company shall have the right
to grant Nonqualified Stock Options to Non-Employee Directors or
Consultants. in which event references to termination of employment in the
Plan shall refer to the termination of engagement of a Consultant or the
resignation, death, disability, removal, refusal to serve or failure to re-
elect a Non-Employee Director.

               (k)  ANNUAL LIMIT ON INCENTIVE STOCK OPTIONS.  The aggregate
Fair Market Value (determined as of the date the Option is granted) of the
Common Stock with respect to which Incentive Stock Options (under this Plan
and any other plan of the Company, any Subsidiary or Parent Corporation)
are exercisable for the first time by an optionee during any calendar year
shall not exceed $100,000.

               (l)  RESTRICTIONS ON TRANSFER OF SHARES.  Any shares issued
upon exercise of an Option may be made subject to such special forfeiture
conditions, rights of repurchase, rights of first refusal and other
transfer restrictions as the Committee may determine and which are set
forth in the Stock Option Agreement.  In the case of a participant who is
not an officer, director or Consultant of the Company, (i) any right to
repurchase at the original exercise price must lapse at least as rapidly as
20% per year over a five year period commencing on the date the Option is
granted, (ii) any repurchase right may be exercised only for cash or for
cancellation of indebtedness incurred in purchasing the shares issued upon
exercise of the Option, and (iii) any such right may only be exercised
within 90 days after the later of the termination of the participant's
service or the date the Option is exercised.

               (m)  CHANGE IN CONTROL.  If the Company is subject to a
Change in Control as a result of its sale, transfer or other disposition of
all or substantially all of its assets, the Company may, upon at least 15
days prior written notice to participants, elect to cancel all outstanding
Options upon consummation of the sale, transfer or other disposition.  If
the Company is subject to a Change in Control involving a merger or
consolidation, outstanding Options shall be subject to the agreement of
merger or consolidation as provided in Section 8 and, if such agreement
does not provide for the continuation of outstanding Options by the Company
(if it is a surviving corporation), the assumption of the Plan and
outstanding Options by the surviving corporation or its parent or the
substitution by the surviving corporation or its parent of options with
substantially the same terms, then all outstanding Options will terminate
upon consummation of merger or consolidation.  In the event of the
termination of all outstanding Option in connection with a Change in
Control, all outstanding Options shall be exercisable in full (without
regard to any installment exercise provisions) for a period of at least 15
days prior to such termination, but in no event will any Option be
exercisable after its stated term or after the period of time provided for
following a termination of employment or service.

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          SECTION 6.  Transfer; Leave of Absence. etc.
                      -------------------------------

          For purposes of the Plan, the following events shall not be
deemed a termination of employment:

               (a)  a transfer of an employee from the Company to a Parent
Corporation or Subsidiary, or from a Parent Corporation or Subsidiary to
the Company, or from one Subsidiary to another;

               (b)  a leave of absence, approved in writing by the
Committee, for military service or sickness, or for any other purpose
approved by the Company if the period of such leave does not exceed ninety
(90) days (or such longer period as the Committee may approve, in its sole
discretion; provided that the period of leave for Incentive Stock Options
cannot exceed 90 days unless the optionee's right to return to work is
guaranteed by law or agreement); provided that, in the case of any leave of
absence, the employee returns to work on the day after the last day of such
leave unless he is terminated earlier by the Company.

          SECTION 7.  Amendments and Termination.
                      --------------------------

          The Board may (a) amend, alter or discontinue the Plan, (b)
modify, amend, extend or assume outstanding Options or accept the
cancellation of outstanding Options (whether granted by the Company or
another issuer) in return for the grant of new Options for the same or a
different number of shares and at the same or a different exercise price
but no amendment, modification, extension, assumption, cancellation or
discontinuation shall be made (except those specifically permitted under
other provisions of this Plan) (i) which would impair the rights of an
optionee or participant under a Stock Option theretofore granted or which
would cause an optionee's or participant's existing Incentive Stock Option
to no longer qualify as an Incentive Stock Option, without the optionee's
or participant's consent, or (ii) which, without the approval of the
shareholders of the Company, would cause the Plan to no longer comply with
(A) the rules promulgated by the Securities and Exchange Commission under
authority granted in Section 16 of the Securities Exchange Act of 1934, as
amended, if the Company is then a Reporting Company, (B) Section 422 of the
Code or (C) any other statutory or regulatory requirements.

          SECTION 8.  Changes in the Company's Capital Structure.
                      ------------------------------------------

          The existence of outstanding Options shall not affect in any way
the right or power of the Company or its shareholders to make or authorize
any or all adjustments, recapitalizations, reorganizations or any other
changes in the Company's capital structure or its business or any merger or
consolidation of the Company, or any issue of bonds, debentures, preferred
or prior preference stock ahead of or affecting the Common Stock or the
rights thereof, or the dissolution or liquidation of the Company, or any
sale or transfer of all or any part of its assets or business, or any other
corporate act or proceeding, whether of a similar character or otherwise.

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          If the Company effects a stock split or reverse stock split,
declares a dividend on its Common Stock payable in securities of the
Company, otherwise effects a reclassification or recapitalization whereby
the holders of its Common Stock receive other securities in exchange for or
as a distribution on the Common Stock without the payment of any
consideration therefor, or effects a merger where the Company is the
surviving corporation and which provides for the continuation of
outstanding Options, then (a) the number, class and per share price of
shares of stock subject to outstanding Options hereunder shall be
appropriately adjusted in such manner as to entitle the optionee to receive
upon exercise of an Option, for the same aggregate cash consideration, the
same total number and class or classes of shares as he would have received
had he exercised his Option in full immediately prior to the applicable
date for the event requiring the adjustment; and (b) the number and class
of shares then reserved for issuance under the Plan shall be adjusted by
substituting for the total number and class of shares of stock then
reserved for ("Prior Shares") the number and class of shares of stock that
would have been received by the holder of record of the Prior Shares as the
result of the event requiring the adjustment.

          If the Company merges or consolidates with another corporation,
whether or not the Company is a surviving corporation, outstanding Options
shall be subject to the agreement of merger or consolidation which without
the participant's consent may provide for:  (i) the continuation of
outstanding Options by the Company ( if it is the surviving corporation),
(ii) the assumption of the Plan and outstanding Options by the surviving
corporation or its parent, (iii) the substitution by the surviving
corporation or its parent of options with substantially the same terms for
the outstanding Options or (iv) if a Change of Control is involved, the
termination of outstanding Options in accordance with paragraph (m) of
Section 5.  If the agreement of merger or consolidation provides for the
assumption of the Plan and outstanding Options by the surviving corporation
or its parent, the assuming corporation shall be entitled to the benefit of
and shall be assigned any right of repurchase, right of first refusal,
market standoff or other restriction or agreement with respect to the stock
issued or issuable upon exercise of Options.

          Except as specifically provided in this Section, (i) a
participant shall have no rights by reason of the payment of any dividend
or any other increase or decrease in the number of shares of stock of any
class, and (ii) any issuance 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 exercise price of shares subject to any Option.

          SECTION 9.  Indemnification of the Board.
                      ----------------------------

          The Company will, to the fullest extent permitted by law,
indemnify, defend and hold harmless any person who at any time is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding (whether civil, criminal, administrative or
investigative) in any way relating to or arising out of this Plan or any
Option or Options granted hereunder by reason of the fact that such person
is or was at any time a director of the Company or a member of the
Committee against judgments, fines, penalties, settlements and reasonable
expenses (including attorneys' fees) actually incurred by such person in
connection with such action, suit or proceeding.  This right of
indemnification shall inure to the benefit of the heirs, executors and

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administrators of each such person and is in addition to all other rights
to which such person may be entitled by virtue of the Bylaws of the Company
or as a matter of law, contract or otherwise.

          SECTION 10.  General Provisions.
                       ------------------

               (a)  The Committee may require each person receiving and
exercising a Stock Option under the Plan to sign an investment letter at
the time of receipt of the Stock Option and upon each exercise, which
investment letter will be in the form approved by the Committee from time
to time.  The certificates for such shares may include any legend which the
Committee deems appropriate to reflect any restrictions on transfer.

          All certificates for shares of Stock delivered under the Plan
shall be subject to such stock transfer orders and other restrictions as
the Committee may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange
upon which the Stock is then listed, and any applicable Federal or state
securities laws, and the Committee may cause a legend or legends to be put
on any such certificates to make appropriate reference to such restrictions.

               (b)  Subject to paragraph (d) below, recipients of Options
under the Plan are not required to make any payment or provide
consideration in connection with the grant of an Option.

               (c)  Nothing contained in this Plan shall prevent the Board
of Directors from adopting other or additional compensation arrangements,
subject to shareholder approval (if such approval is required); and such
arrangements may be either generally applicable or applicable only in
specific cases.  The adoption of the Plan shall not confer upon any
employee of the Company or any Subsidiary any right to continued employment
with the Company or a Subsidiary, as the case may be, nor shall it
interfere in any way with the right of the Company or a Subsidiary to
terminate the employment of any of its employees at any time.

               (d)  Each participant shall, no later than the date as of
which any part of the value of an award or exercise first becomes
includible as compensation in the gross income of the participant for
Federal state or local income tax purposes, pay to the Company, or make
arrangements satisfactory to the Committee regarding payment of, any
Federal, state, or local taxes of any kind required by law to be withheld
with respect to the award or exercise.  The obligations of the Company
under the Plan shall be conditional on such payment or arrangements and the
Company and any Parent Corporation or Subsidiary shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment
of any kind otherwise due to the participant.  With respect to any award or
purchase under the Plan, if the written terms of such award so permit, a
participant may elect by written notice to the Company to satisfy part or
all of the withholding tax requirements associated with the award or
purchase by (i) authorizing the Company to retain from the number of shares
of Stock that would otherwise be deliverable to the participant, or (ii)
delivering to the Company from shares of Stock already owned by the
participant, that number of shares having an aggregate Fair Market Value
equal to part or all of the tax payable by the

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participant under this Section 10(d).  Any such election shall be in
accordance with, and subject to, applicable tax and securities laws,
regulations and rulings.

               (e)  The Committee may require in connection with the grant
of a Stock Option that the participant agree that in connection with an
underwritten registration of the offering of any securities of the Company
under the Securities Act of 1933, as amended, that the participant will not
directly or indirectly sell, make any short sale of, loan, hypothecate,
pledge, offer, grant or sell any option or other contract for the purchase
of, purchase any option or other contract for the sale of, or otherwise
dispose of or transfer, or agree to engage in any of the foregoing
transactions with respect to any shares of Common Stock or other securities
of the Company during such period (not to exceed 180 days) following the
effective date of the registration statement of the Company filed under Act
as may be requested by the Company or the representative of the
underwriters.  The provision may further permit the Company to impose stock
transfer orders and require the participant to escrow his shares in
connection with such public offering at the request of the Company or
representative of the underwriters and may require the participant to sign
an underwriter's form of lock-up agreement.

               (f)  The Company may hold in escrow any shares issued upon
exercise of an Option as long as such shares are subject to any repurchase
option, right of first refusal, market standoff or other restriction on
their sale or transfer.

               (g)  Each year, the Company shall furnish to holders of
Options and participants who have received stock upon exercise of Options,
its balance sheet and income statement (which need not be audited);
provided that the Company need not provide its balance sheet or income
statement to any person whose duties with the Company assure them of access
to equivalent information.

               (h)  This Plan and all determinations made and actions taken
pursuant hereto shall be governed by the internal laws of the State of
Nevada without giving effect to the principles of conflict of laws.

          SECTION 13.  Effective Date of Plan.
                       ----------------------

          The Plan shall be effective on January 20, 2000 (the date of
approval by the Board of Directors), but must be approved within one year
after the effective date by a vote of the holders of a majority of the
votes attributable to the capital stock of the Company present and entitled
to vote at an Annual or Special Meeting of the Company's shareholders or by
written consent of the holders of a majority of the votes attributable to
all outstanding capital stock of the Company.  The Plan shall expire
(unless terminated earlier) ten years after the effective date.  Awards may
be granted under the Plan prior to shareholder approval, provided such
awards are made subject to shareholder approval being obtained prior to the
first anniversary of the effective date, and all such awards are rescinded
if shareholder approval is not obtained prior to the first anniversary of
the effective date.