Exhibit 10.4


                    WASATCH INTERACTIVE LEARNING CORPORATION
                             2000 STOCK OPTION PLAN


1.  Purposes.

     The WASATCH  INTERACTIVE  LEARNING  CORPORATION 2000 STOCK OPTION PLAN (the
"Plan") is intended to provide the employees, directors, independent contractors
and  consultants of Wasatch  Interactive  Learning  Corporation  (the "Company")
and/or any  subsidiary  or parent  thereof  with an added  incentive to commence
and/or  continue their services to the Company and to induce them to exert their
maximum efforts toward the Company's  success.  By thus  encouraging  employees,
directors, independent contractors and consultants and promoting their continued
association  with the  Company,  the Plan may be expected to benefit the Company
and its  stockholders.  The Plan  allows the  Company to grant  Incentive  Stock
Options  ("ISOs") as defined in Section  422(b) of the Internal  Revenue Code of
1986,  as amended  (the  "Code"),  Non-Qualified  Stock  Options  ("NQSOs")  not
intended  to qualify  under  Section  422(b) of the Code and Stock  Appreciation
Rights ("SARs") (collectively the "Options"). The vesting of one or more Options
granted hereunder may be based on the attainment of specified  performance goals
of the participant or the performance of the Company,  one or more subsidiaries,
parent and/or division of one or more of the above.

2.  Shares Subject to the Plan.

     The total number of shares of Common Stock of the Company, $.0001 par value
per share (the "Common Stock"), that may be subject to Options granted under the
Plan shall be one million- five hundred  thousand  (1,500,000) in the aggregate,
subject to adjustment as provided in Paragraph 8 of the Plan; however, the grant
of an ISO to an employee  together  with a tandem SAR or any NQSO to an employee
together  with a tandem  SAR  shall  only  require  one  share of  Common  Stock
available subject to the Plan to satisfy such joint Option. The Company shall at
all times  while the Plan is in force  reserve  such  number of shares of Common
Stock as will be sufficient to satisfy the  requirement of  outstanding  Options
granted  under the Plan.  In the event any Option  granted  under the Plan shall
expire or  terminate  for any reason  without  having been  exercised in full or
shall  cease  for  any  reason  to be  exercisable  in  whole  or in  part,  the
unpurchased  shares  subject  thereto  shall again be available  for granting of
Options under the Plan.

3.  Eligibility.

     ISO's  or  ISO's  in  tandem  with  SAR's   (provided  the  SAR  meets  the
requirements  set forth in Temp. Reg. Section  14a.422A-1,  A-39 (a) through (e)
inclusive)  may be  granted  from  time to time  under  the  Plan to one or more
employees of the Company or of a "subsidiary" or "parent" of the Company, as the
quoted  terms are  defined  within  Section  424 of the Code.  An  Officer is an
employee  for such  purposes.  However,  a director  of the  Company  who is not
otherwise  an employee is not deemed an employee  for such  purposes.  NQSOs and
NQSOs in tandem with SARs may be granted


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from  time to time  under  the  Plan to one or more  employees  of the  Company,
Officers,   members  of  the  Board  of  Directors,   independent   contractors,
consultants and other  individuals who are not employees of, but are involved in
the continuing  development and success of the Company and/or of a subsidiary of
the Company,  including  persons who have  previously been granted Options under
the Plan.

4.  Administration of the Plan.

     (a) The Plan shall be administered by the Board of Directors of the Company
as such  Board of  Directors  may be  composed  from  time to time or by a Stock
Option Committee (the "Compensation  Committee") which shall be comprised solely
of at least two  Outside  Directors  (as such  term is  defined  in  regulations
promulgated  from time to time with  respect to section  162(m)(4)(C)(i)  of the
Code))  appointed  by such Board of  Directors  of the Company  and/or an Option
Committee, comprised of such individual or individuals as the Board of Directors
of the Company may  designate  from time to time (such Option  Committee and the
compensation   committee  are  collectively   hereinafter  referred  to  as  the
"Committee").  As and to the extent  authorized by the Board of Directors of the
Company, a Committee may exercise the power and authority vested in the Board of
Directors  under the Plan.  Within the limits of the express  provisions  of the
Plan,  the Board of  Directors  or Committee  shall have the  authority,  in its
discretion,  to  determine  the  individuals  to whom,  and the time or times at
which,  Options shall be granted,  the character of such Options  (whether ISOs,
NQSOs,  and/or SARs in tandem  with NQSOs,  and/or SARs in tandem with ISOs) and
the number of shares of Common  Stock to be subject to each  Option,  the manner
and form in which the  optionee  can tender  payment  upon the  exercise  of his
Option,  and to interpret the Plan,  to  prescribe,  amend and rescind rules and
regulations  relating to the Plan,  to  determine  the terms and  provisions  of
Option  agreements  that may be entered into in connection  with Options  (which
need not be identical),  subject to the limitation that agreements granting ISOs
must be  consistent  with the  requirements  for the  ISOs  being  qualified  as
"incentive  stock  options" as provided in Section 422 of the Code,  and to make
all other  determinations  and take all other actions necessary or advisable for
the  administration  of the Plan.  In making such  determinations,  the Board of
Directors  and/or a Committee  may take into  account the nature of the services
rendered by such individuals,  their present and potential  contributions to the
Company's  success,  and such other  factors as the Board of Directors  and/or a
Committee,  in its  discretion,  shall deem  relevant.  The Board of  Directors'
and/or a Committee's  determinations  (to the extent authorized by the Company's
Board of  Directors)  on the  matters  referred  to in this  Paragraph  shall be
conclusive.

     (b) Notwithstanding  anything contained herein to the contrary,  at anytime
during the period the Company's  Common Stock is registered  pursuant to Section
12(g) of the Securities Exchange Act of 1934, as amended,  (the "1934 Act"), the
Compensation  Committee,  if one has been appointed to administer all or part of
the Plan,  shall have the exclusive right to grant Options to Covered  Employees
as defined under Section 162 (m)(3) of the Code  (generally  persons  subject to
Section 16 of the 1934 Act) and set forth the terms and conditions thereof. With
respect to persons subject to Section 16 of the 1934 Act, transactions under the
Plan are intended, to the extent possible, comply with all applicable conditions
of Rule 16b-3,  as amended from time to time (and its successor  provisions,  if
any) under the 1934 Act and Section 162(m)(4)(C) of the Code, as amended. To the


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extent  any  provision  of the  Plan or  action  by the  Board of  Directors  or
Compensation  Committee fails to so comply, it shall be deemed null and void, to
the extent  permitted  by law and  deemed  advisable  by the Board of  Directors
and/or such Compensation Committee.

5.  Terms of Options.

     Within  the  limits of the  express  provisions  of the Plan,  the Board of
Directors  or a Committee  may grant either ISOs or NQSOs or SARs in tandem with
NQSOs or SARs in tandem with ISOs.  An ISO or an NQSO  enables  the  optionee to
purchase from the Company,  at any time during a specified  exercise  period,  a
specified  number of shares of Common  Stock at a specified  price (the  "Option
Price").  The  optionee,  if  granted  a SAR in tandem  with a NQSO or ISO,  may
receive from the Company,  in lieu of exercising  his option to purchase  shares
pursuant to his NQSO or ISO, at one of the certain  specified  times  during the
exercise  period  of the  NQSO  or ISO as set by the  Board  of  Directors  or a
Committee, the excess of the fair market value upon such exercise (as determined
in accordance with  subparagraph (b) of this Paragraph 5) of one share of Common
Stock  over the  Option  Price per  share  specified  upon  grant of the NQSO or
ISO/SAR multiplied by the number of shares of Common Stock covered by the SAR so
exercised.  The character and terms of each Option  granted under the Plan shall
be determined by the Board of Directors  and/or a Committee  consistent with the
provisions of the Plan, including the following:

     (a) An Option  granted under the Plan must be granted  within 10 years from
the  date  the  Plan  is  adopted,  or the  date  the  Plan is  approved  by the
stockholders of the Company, whichever is earlier.

     (b) The Option Price of the shares of Common Stock  subject to each ISO and
each SAR  issued  in tandem  with an ISO shall not be less than the fair  market
value of such shares of Common Stock at the time such ISO is granted.  Such fair
market value shall be determined by the Board of Directors and, if the shares of
Common  Stock are  listed on a  national  securities  exchange  or traded on the
over-the-counter  market,  the fair market  value shall be the closing  price on
such exchange,  or the mean of the closing bid and asked prices of the shares of
Common  Stock on the  over-the-counter  market,  as reported by the Nasdaq Stock
Market, the National Association of Securities Dealers OTC Bulletin Board or the
National  Quotation  Bureau,  Inc.,  as the case may be, on the day on which the
Option is granted or, if there is no closing price or bid or asked price on that
day,  the closing  price or mean of the closing bid and asked prices on the most
recent  day  preceding  the day on which the  Option is  granted  for which such
prices are  available.  If an ISO or SAR in tandem with an ISO is granted to any
individual who,  immediately before the ISO is to be granted,  owns (directly or
through  attribution)  more than 10% of the total  combined  voting power of all
classes  of  capital  stock of the  Company  or a  subsidiary  or  parent of the
Company,  the  Option  Price of the shares of Common  Stock  subject to such ISO
shall not be less than 110% of the fair market  value per share of the shares of
Common Stock at the time such ISO is granted.

     (c) The Option Price of the shares of Common Stock subject to an NQSO or an
SAR in tandem with a NQSO granted  pursuant to the Plan shall be  determined  by
the Board of  Directors  or a Committee,  in its sole  discretion,  subject to a
minimum Option Price  established  from time to time under any state  securities
laws with respect to grants in such state.


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     (d) In no event shall any Option  granted under the Plan have an expiration
date later than 10 years from the date of its  grant,  and all  Options  granted
under the Plan shall be subject to earlier  termination as expressly provided in
Paragraph 6 hereof.  If an ISO or an SAR in tandem with an ISO is granted to any
individual who, immediately before the ISO is granted, owns (directly or through
attribution)  more that 10% of the total combined voting power of all classes of
capital stock of the Company or of a subsidiary  or parent of the Company,  such
ISO shall by its terms expire and shall not be exercisable  after the expiration
of five (5) years from the date of its grant.

     (e) An SAR may be exercised  at any time during the exercise  period of the
ISO or NQSO with which it is granted in tandem and prior to the exercise of such
ISO or NQSO.  Notwithstanding  the  foregoing,  the Board of Directors  and/or a
Committee  shall in their  discretion  determine from time to time the terms and
conditions of SAR's to be granted, which terms may vary from the afore-described
conditions,  and  which  terms  shall be set  forth in a  written  stock  option
agreement  evidencing  the SAR  granted  in  tandem  with the ISO or  NQSO.  The
exercise  of an SAR  granted  in tandem  with an ISO or NQSO  shall be deemed to
cancel such number of shares subject to the  unexercised  Option as were subject
to the exercised  SAR. The Board of Directors or a Committee has the  discretion
to alter the terms of the SARS if  necessary  to comply  with  Federal  or state
securities law. Amounts to be paid by the Company in connection with an SAR may,
in the Board of Director's or a Committee's discretion,  be made in cash, Common
Stock or a combination thereof.

     (f) An Option granted under the Plan shall become exercisable,  in whole at
any time or in part  from time to time,  but in no event  may an  Option  (i) be
exercised  as to less than one hundred  (100)  shares of Common Stock at any one
time, or the remaining shares of Common Stock covered by the Option if less than
one hundred (100),  and (ii) except with respect to  performance  based Options,
become  fully  exercisable  more than five  years from the date of its grant nor
shall less than 20% of the Option  become  exercisable  in any of the first five
years of the Option,  if not  terminated  as  provided in Section 6 hereof.  The
Board of Directors  or a Committee,  if  applicable,  shall,  in the event it so
elects  in its  sole  discretion,  set one or more  performance  standards  with
respect  to one or  more  Options  upon  which  vesting  is  conditioned  (which
performance standards may vary among the Options).

     (g) An Option  granted under the Plan shall be exercised by the delivery by
the holder  thereof to the Company at its principal  office (to the attention of
the  Secretary)  of written  notice of the number of full shares of Common Stock
with respect to which the Option is being  exercised,  accompanied by payment in
full,  which  payment at the option of the optionee  shall be in the form of (i)
cash or  certified  or bank check  payable to the order of the  Company,  of the
Option  Price of such  shares  of  Common  Stock,  or,  (ii) if  permitted  by a
Committee or the Board of  Directors,  as determined by a Committee or the Board
of Directors in its sole  discretion at the time of the grant of the Option with
respect  to an ISO and at or prior to the time of  exercise  with  respect  to a
NQSO, by the delivery of shares of Common Stock having a fair market value equal
to the Option  Price or the  delivery  of an  interest-bearing  promissory  note
having an original  principal  balance equal to the Option Price and an interest
rate not below the rate which would  result in imputed  interest  under the Code
(provided,  in order to qualify as an ISO,  more than one year shall have passed
since the date


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of grant and one year from the date of  exercise),  or (iii) at the  option of a
Committee or the Board of  Directors,  determined by a Committee or the Board of
Directors  in its sole  discretion  at the time of the grant of the Option  with
respect  to an ISO and at or prior to the time of  exercise  with  respect  to a
NQSO, by a  combination  of cash,  promissory  note and/or such shares of Common
Stock (subject to the  restriction  above) held by the employee that have a fair
market value together with such cash and principal amount of any promissory note
that shall equal the Option Price, and, in the case of a NQSO, at the discretion
of a Committee  or Board of Directors  by having the Company  withhold  from the
shares of Common  Stock to be issued upon  exercise of the Option that number of
shares  having a fair market  value of the Common  Stock  equal to the  exercise
price and/or the tax  withholding  amount due.  Furthermore,  a Committee or the
Board of Directors,  in its sole discretion,  may provide for withholding as set
forth in Paragraph  9(c)  hereof.  In the event an employee is granted an ISO or
NQSO in tandem with an SAR and desires to exercise such SAR, such written notice
shall so state such intention.  To the extent allowed by applicable  Federal and
state  securities  laws,  the  Option  Price  may  also  be  paid  in  full by a
broker-dealer  to whom the Optionee has submitted an exercise notice  consisting
of a fully endorsed Option,  or through any other medium of payment as the Board
of Directors and/or a Committee, in its discretion, shall authorize.

     (h) The holder of an Option shall have none of the rights of a  stockholder
with respect to the shares of Common Stock covered by such holder's Option until
such shares of Common  Stock shall be issued to such holder upon the exercise of
the Option.

     (i) All ISOs or SARs in tandem with ISOs  granted  under the Plan shall not
be transferable  otherwise than by will or the laws of descent and  distribution
and may be  exercised  during the  lifetime  of the holder  thereof  only by the
holder.  The  Board or a  Committee,  in its sole  discretion,  shall  determine
whether  an  Option  other  than an ISO or SAR in  tandem  with an ISO  shall be
transferable.  No Option  granted  under the Plan shall be subject to execution,
attachment or other process.

     (j) The aggregate  fair market value,  determined as of the time any ISO or
SAR in  tandem  with  an ISO is  granted  and  in  the  manner  provided  for by
Subparagraph (b) of this Paragraph 5, of the shares of Common Stock with respect
to which ISOs granted under the Plan are  exercisable  for the first time during
any  calendar  year and under  incentive  stock  options  qualifying  as such in
accordance  with Section 422 of the Code granted under any other incentive stock
option plan maintained by the Company or its parent or subsidiary  corporations,
shall not exceed  $100,000.  Any grant of Options in excess of such amount shall
be deemed a grant of a NQSO.

     (k) Notwithstanding anything contained herein to the contrary, an SAR which
was granted in tandem with an ISO shall (i) expire no later than the  expiration
of the  underlying  ISO; (ii) be for no more than 100% of the spread at the time
the SAR is exercised;  (iii) shall only be transferable  when the underlying ISO
is  transferable;  (iv) only be exercised when the underlying ISO is eligible to
be exercised; and (v) only be exercisable when there is a positive spread.

     (l) In no event shall an employee be granted  Options for more than 500,000
shares of Common Stock during any calendar year period; provided,  however, that
the  limitation set forth in this Section 5(l) shall be subject to adjustment as
provided in Section 8 herein.


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<PAGE>


6.  Death or Termination of Employment/Consulting Relationship.

     (a) Except as provided  herein,  or  otherwise  determined  by the Board of
Directors or a Committee in its sole discretion,  upon termination of employment
with the Company  voluntarily  by the employee,  or  termination of a consulting
relationship  with the Company prior to the  termination of the term thereof,  a
holder of an Option under the Plan may exercise  such Options to the extent such
Options were  exercisable  as of the date of  termination at any time within six
(6) months  after the date of such  termination,  subject to the  provisions  of
Subparagraph (d) of this Paragraph 6. Notwithstanding  anything contained herein
to the  contrary,  unless  otherwise  determined  by the Board of Directors or a
Committee in its sole discretion,  any options granted  hereunder to an optionee
and then outstanding  shall  immediately  terminate in the event the optionee is
terminated  as a result of  performing  services for the Company in bad faith or
has been convicted of a felony committed  against the Company,  or is terminated
for cause,  and the other  provisions  of this Section 6 shall not be applicable
thereto.  For purposes of this Section 6,  termination for cause shall be deemed
the decision of the Company, in its sole discretion.

     (b) If the  holder  of an  Option  granted  under  the Plan  dies (i) while
employed by the Company or a subsidiary or parent corporation or while providing
consulting services to the Company or a subsidiary or parent corporation or (ii)
within   six   (6)   months   after   the    termination    of   such   holder's
employment/consulting,   such  Options  may,   subject  to  the   provisions  of
subparagraph  (d) of this  Paragraph 6, be exercised by a legatee or legatees of
such Option under such individual's  last will or by such individual's  personal
representatives  or  distributees  at any time within such time as determined by
the Board of Directors or a Committee in its sole  discretion,  but in any event
within twelve  months,  less one (1) day after the  individual's  death,  to the
extent  such  Options  were  exercisable  as of the  date  of  death  or date of
termination of employment, whichever date is earlier.

     (c) If the holder of an Option under the Plan becomes  disabled  within the
definition  of section  22(e)(3) of the Code while  employed by the Company or a
subsidiary or parent corporation,  such Option may, subject to the provisions of
subparagraph (d) of this Paragraph 6, be exercised at any time within six months
less  one  day  after  such  holder's  termination  of  employment  due  to  the
disability.

     (d) Except as otherwise determined by the Board of Directors or a Committee
in its  sole  discretion,  an  Option  may  not be  exercised  pursuant  to this
Paragraph  6 except to the extent that the holder was  entitled to exercise  the
Option at the time of  termination  of employment,  consulting  relationship  or
death, and in any event may not be exercised after the original  expiration date
of the Option.  Notwithstanding  anything  contained  herein which may be to the
contrary,  such  termination or death prior to vesting shall,  unless  otherwise
determined by the Board of Directors or Committee,  in its sole  discretion,  be
deemed to occur at a time the holder was not entitled to exercise the Option.


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<PAGE>


     (e) The Board of Directors or a Committee,  in its sole discretion,  may at
such time or times as it deems appropriate,  if ever,  accelerate all or part of
the vesting  provisions  with respect to one or more  outstanding  options.  The
acceleration  of one  Option  shall  not  infer  that any  Option is or shall be
accelerated.

7.  Leave of Absence.

     For the  purposes  of the Plan,  an  individual  who is on military or sick
leave or other bona fide leave of absence  (such as temporary  employment by the
Government)  shall be considered as remaining in the employ of the Company or of
a subsidiary or parent corporation for ninety (90) days or such longer period as
such  individual's  right to reemployment is guaranteed  either by statute or by
contract.

8.  Adjustment Upon Changes in Capitalization.

     (a) In the event that the outstanding  shares of Common Stock are hereafter
changed  by  reason  of  recapitalization,   reclassification,  stock  split-up,
combination  or  exchange  of  shares of  Common  Stock or the  like,  or by the
issuance  of  dividends  payable  in  shares  of Common  Stock,  an  appropriate
adjustment  shall be made by the Board of Directors,  as determined by the Board
of Directors  and/or a Committee,  in the  aggregate  number of shares of Common
Stock available under the Plan, in the number of shares of Common Stock issuable
upon exercise of  outstanding  Options,  and the Option Price per share.  In the
event  of any  consolidation  or  merger  of the  Company  with or into  another
company,  or the  conveyance  of all or  substantially  all of the assets of the
Company to  another  company  for  solely  stock  and/or  securities,  each then
outstanding Option shall upon exercise  thereafter entitle the holder thereof to
such number of shares of Common Stock or other securities or property to which a
holder of shares of Common Stock of the Company would have been entitled to upon
such  consolidation,  merger or  conveyance;  and in any such  case  appropriate
adjustment, as determined by the Board of Directors of the Company (or successor
entity)  shall be made as set forth above with respect to any future  changes in
the  capitalization  of the Company or its successor entity. In the event of the
proposed  dissolution or  liquidation of the Company,  or, except as provided in
(b) below,  the sale of  substantially  all the assets of the  Company for other
than  stock  and/or  securities,  all  outstanding  Options  under the Plan will
automatically terminate,  unless otherwise provided by the Board of Directors of
the Company or any authorized committee thereof.

     (b) Any Option granted under the Plan,  may, at the discretion of the Board
of Directors of the Company and said other corporation, be exchanged for options
to purchase  shares of capital stock of another  corporation  which the Company,
and/or a  subsidiary  thereof is merged  into,  consolidated  with,  or all or a
substantial  portion of the property or stock of which is acquired by said other
corporation or separated or reorganized into. The terms, provisions and benefits
to the optionee of such substitute  option(s) shall in all respects be identical
to the terms,  provisions and benefits of optionee under his Option(s)  prior to
said  substitution.  To the extent the above may be  inconsistent  with Sections
424(a)(1) and (2) of the Code,  the above shall be deemed  interpreted  so as to
comply therewith.


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<PAGE>


     (c) Any  adjustment  in the number of shares of Common  Stock  shall  apply
proportionately  to  only  the  unexercised   portion  of  the  Options  granted
hereunder.  If  fractions  of shares of Common  Stock would result from any such
adjustment,  the adjustment  shall be revised to the next higher whole number of
shares of Common  Stock.  No  adjustment  shall be made  with  respect  to stock
dividends or splits which do not exceed 5% on any fiscal year, cash dividends or
the  issuance  to  shareholders  of the  grantor  of  rights  to  subscribe  for
additional shares of Common Stock or other securities.

     (d)  Notwithstanding  anything contained in this Plan,  including,  but not
limited  to,  Section 5  hereof,  an option  granted  under the plan of  another
corporation  which  either  (i)  sells  substantially  all  of  its  and  or its
subsidiaries assets to the Company and or a subsidiary thereof or (ii) is merged
into,  consolidated  with,  or all or a  substantial  portion  of its  stock  is
acquired by the Company and/or a subsidiary thereof may be exchanged for Options
to purchase  shares of the Company's  Common Stock upon  substantially  the same
terms and conditions of the acquired company's plan. To the extent the above may
be inconsistent with Sections  424(a)(1) and (2) of the Code, the above shall be
deemed interpreted so as to comply therewith.

9. Further Conditions of Exercise.

     (a) Unless the shares of Common  Stock  issuable  upon the  exercise  of an
Option have been registered with the Securities and Exchange Commission pursuant
to the Securities Act of 1933, as amended,  prior to the exercise of the Option,
an optionee must  represent in writing to the Company that such shares of Common
Stock  are  being  acquired  for  investment  purposes  only and not with a view
towards  the  further  resale or  distribution  thereof,  and must supply to the
Company such other  documentation  as may be required by the Company,  unless in
the  opinion  of  counsel  to the  Company  such  representation,  agreement  or
documentation is not necessary to comply with said Act.

     (b) The  Company  shall not be  obligated  to deliver  any shares of Common
Stock  until  they have been  listed on each  securities  exchange  on which the
shares of Common Stock may then be listed or until there has been  qualification
under or compliance with such state or federal laws, rules or regulations as the
Company may deem applicable.

     (c) The Board of Directors or Committee may make such  provisions  and take
such steps as it may deem  necessary or appropriate  for the  withholding of any
taxes that the Company is required by any law or regulation of any  governmental
authority,  whether federal, state or local, domestic or foreign, to withhold in
connection with the exercise of any Option,  including,  but not limited to, (i)
the withholding of payment of all or any portion of such Option and/or SAR until
the holder  reimburses  the  Company  for the amount the  Company is required to
withhold  with respect to such taxes,  or (ii) the  cancelling  of any number of
shares of Common Stock  issuable  upon  exercise of such Option and/or SAR in an
amount  sufficient  to reimburse the Company for the amount it is required to so
withhold, (iii) the selling of any property contingently credited by the Company
for the purpose of exercising such Option, in order to withhold or reimburse the
Company for the amount


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<PAGE>


it is  required to so  withhold,  or (iv)  withholding  the amount due from such
employee's  wages if the  employee is employed by the Company or any  subsidiary
thereof.

10.  Termination, Modification and Amendment.

     (a) The Plan (but not  Options  previously  granted  under the Plan)  shall
terminate  ten (10) years from the  earliest of the date of its  adoption by the
Board of Directors,  or the date the Plan is approved by the stockholders of the
Company,  or such date of termination,  as hereinafter  provided,  and no Option
shall be granted after termination of the Plan.

     (b) The Plan may from time to time be  terminated,  modified  or amended by
the affirmative  vote of the holders of a majority of the outstanding  shares of
capital stock of the Company entitled to vote thereon.

     (c) The Board of  Directors  of the Company  may at any time,  prior to ten
(10) years  from the  earlier  of the date of the  adoption  of the Plan by such
Board  of  Directors  or the  date the  Plan is  approved  by the  stockholders,
terminate the Plan or from time to time make such modifications or amendments of
the  Plan as it may  deem  advisable;  provided,  however,  that  the  Board  of
Directors shall not,  without approval by the affirmative vote of the holders of
a majority of the outstanding shares of capital stock of the Company entitled to
vote thereon, increase (except as provided by Paragraph 8) the maximum number of
shares of Common  Stock as to which  Options or shares may be granted  under the
Plan, or  materially  change the standards of  eligibility  under the Plan.  Any
amendment to the Plan which,  in the opinion of counsel to the Company,  will be
deemed to result in the  adoption  of a new Plan,  will not be  effective  until
approved by the affirmative vote of the holders of a majority of the outstanding
shares of capital stock of the Company entitled to vote thereon.

     (d) No  termination,  modification  or amendment of the Plan may  adversely
affect  the rights  under any  outstanding  Option  without  the  consent of the
individual to whom such Option shall have been previously granted.

11.  Effective Date of the Plan.

     The Plan shall become  effective upon adoption by the Board of Directors of
the Company.  The Plan shall be subject to approval by the  affirmative  vote of
the  holders of a majority  of the  outstanding  shares of capital  stock of the
Company entitled to vote thereon within one year before or after adoption of the
Plan by the Board of Directors.

12.  Not a Contract of Employment.

     Nothing contained in the Plan or in any option agreement  executed pursuant
hereto shall be deemed to confer upon any individual to whom an Option is or may
be granted  hereunder  any right to remain in the employ of the  Company or of a
subsidiary or parent of the Company or in any way


                                       -9-

<PAGE>


limit the right of the  Company,  or of any  parent or  subsidiary  thereof,  to
terminate the employment of any employee.

13.  Other Compensation Plans.

     The  adoption  of the Plan shall not affect any other  stock  option  plan,
incentive  plan or any other  compensation  plan in effect for the Company,  nor
shall the Plan  preclude the Company from  establishing  any other form of stock
option plan, incentive plan or any other compensation plan.


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