PRIMEHOLDINGS.COM, INC.
                             2000 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                  Plan will be rescinded and will be void.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 Delaware.

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)      "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);

         (e)      "Committee"  means a  committee  of two or  more  Non-Employee
                  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;

         (f)      "Company"   means   PrimeHoldings.com,    Inc.,   a   Delaware
                  corporation;

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

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

         (i)      "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 in good faith on such basis as it deems appropriate.

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

         (k)      "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  by-laws  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;

         (l)      "Non-Employee    Director"    has   the   same    meaning   as
                  "Non-Employee-Director,"   as   defined   in  Rule   16b-3  as
                  promulgated under the Securities Exchange Act of 1934);

         (m)      "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;

         (n)      "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;

         (o)      "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;

         (p)      "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;

         (q)      "Option  Stock"  means Stock issued or issuable by the Company
                  pursuant to the valid exercise of an Option;

         (r)      "Optionee"  means an Eligible  Participant to whom Options are
                  granted  hereunder,  and any transferee  thereof pursuant to a
                  Transfer authorized under this Plan;

         (s)      "Plan" means this  PrimeHoldings.com,  Inc.  2000 Stock Option
                  Plan of the Company.

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

         (u)      "Stock" means shares of the Company's Common Stock, $.0666 par
                  value;

         (v)      "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  judgment  against the Option
                  Stock or the  acquisition  of record or  beneficial  ownership
                  thereof  by a lender or  creditor,  a transfer  pursuant  to a
                  QDRO,  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.

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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 6 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   Certificate   of
                  Incorporation and By-laws generally.

         (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  Certificate
                  of  Incorporation,  By-laws  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  to  grant  Options  to any of its  members,  unless
                  approved by the Board.

         (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.

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         (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  will  not  exceed  Five   Million
                  (5,000,000)  (the "Option  Pool"),  provided  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 (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 stated
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.  Except as otherwise  provided  herein,  each
                  Option  Agreement  may  specify  the period or periods of time
                  within which each Option or portion  thereof will first become
                  exercisable  (the "Vesting  Period") with respect to the total
                  number of shares of Option  Stock called for  thereunder  (the
                  "Total Award  Option  Stock").  Such  Vesting  Periods will be
                  fixed  by  the  Committee  in  its  discretion,   and  may  be
                  accelerated or shortened by the Committee in its discretion.

         (c)      Exercise of the Option.

                  (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

<PAGE>

                           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 of 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 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.  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.

         (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 in the case of an ISO (the
                  "Option  Period");  provided  that the Option  Period will not
                  exceed five years from the date of grant in the case of 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)
                  ninety days after the date that the  Optionee  ceases to be an
                  Eligible  Participant for any reason,  other than by reason of
                  death or  disability;  (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  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   therefore
                  comparable  options of such successor  corporation or a parent
                  or subsidiary of such successor corporation.

         (f)      Options Nontransferable. No Option will be transferable by the
                  Optionee  otherwise  than by will or the laws of  descent  and
                  distribution.  During the lifetime of the Optionee, the Option
                  will be exercisable only by him or her.

         (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

<PAGE>

                  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.

         (j)      Stock Certificates. Certificates representing the Option Stock
                  issued  pursuant  to the  exercise  of  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 by the United States Government.

         (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.

<PAGE>

         (m)      Right to Terminate  Employment.  Nothing in the Plan or in any
                  agreement  entered into pursuant to the Plan shall confer upon
                  any participant the right to continue in the employment of the
                  Company  or affect  any  right  that the  Company  may have to
                  terminate the employment of such participant.

         (n)      Non-Uniform  Determinations.  The Board's determinations under
                  the Plan (including without  limitation  determinations of the
                  persons to receive awards, the form, amount and timing of such
                  awards,  the  terms  and  provisions  of such  awards  and the
                  agreements  evidencing  same) need not be  uniform  and may be
                  made by it  selectively  among  persons  who  receive,  or are
                  eligible to  receive,  awards  under the Plan,  whether or not
                  such persons are similarly situated.

         (o)      Rights as a Shareholder.  The recipient of any award under the
                  Plan  shall  have no  rights  as a  shareholder  with  respect
                  thereto  unless  and until  certificates  for shares of Common
                  Stock are issued to such participant.

         (p)      Other  Employee  Benefits.  Except as to plans  which by their
                  terms include such amounts as compensation,  the amount of any
                  compensation  deemed to be received by an employee as a result
                  of the  exercise of an Option or the sale of Option Stock will
                  not  constitute  compensation  with respect to which any other
                  employee benefits of such employee are determined,  including,
                  without  limitation,   benefits  under  any  bonus,   pension,
                  profit-sharing,  life insurance or salary  continuation  plan,
                  except as otherwise specifically determined by the Board.

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.

8.  Modification,  Extension  and Renewal of  Options.  Subject to the terms and
conditions  and within the  limitations  of this Plan, 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  therefore (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. Amendments and  Discontinuance.  The Board may amend,  suspend or discontinue
this Plan at any time or from time to time; provided that no action of the Board
will cause ISOs  granted  under this Plan not to comply with  Section 422 of the
Code  unless the Board  specifically  declares  such  action to be made for that
purpose.  Moreover,  no such  action may alter or impair  any Option  previously
granted under this Plan without the consent of the holder of such Option.

10. Plan Compliance with Rule 16b-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: January 6, 2000

         Date Plan Approved by Stockholders: ______________, _______