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                              GLOBAL DATATEL, INC.
                               1999 INCENTIVE AND
                         NON-QUALIFIED STOCK OPTION PLAN


1. PURPOSES OF PLAN. The purposes of the Global DataTel, Inc. 1999 Incentive and
Non-Qualified Stock Option Plan (hereinafter referred to as the "Plan") are to
provide to employees of Global DataTel, Inc. (hereinafter referred to as the
"Corporation"), as well as employees subsidiary or parent corporations which may
currently exist or be formed or acquired in the future, an opportunity for
investment in the Corporation's common stock (hereinafter referred to as the
"Shares"), as an inducement for such individuals to remain with the Corporation,
and to encourage them to increase their efforts to make the Corporation's
business more successful.

2. EFFECTIVE DATE AND TERMINATION OF PLAN. The effective date of the Plan is
December 29, 1999, the date on which the Plan was adopted by the Board of
Directors of the Corporation. The Plan shall terminate on December 29, 2009, and
no option shall be granted hereunder, after December 29, 2009; provided,
however, that the Board of Directors may at any time prior to that date
terminate the Plan; and provided further that any option granted hereunder prior
to the termination of the Plan shall remain exercisable in accordance with its
terms as then in effect.

3. ADMINISTRATION OF PLAN. The Plan shall be administered by the Board of
Directors of the Corporation. The Board of Directors may, however, to the extent
permissible under the Corporation's Articles of Organization, By-laws and
applicable law, delegate any of its functions under this Plan to a committee of
the Board of Directors or any other committee. Wherever in this Plan the term
"Board of Directors" is used it shall be construed to mean such committee to the
extent that the Board of Directors may have delegated any of its functions to
said committee and only to the extent of any such delegation. The acts of a
majority of the members present at any meeting of the Board of Directors at
which a quorum is present, or acts approved in writing by a majority of the
entire Board, shall be the acts of the Board of Directors for purposes of the
Plan.

4. ELIGIBILITY AND GRANT OF OPTIONS. Subject to the provisions of the Plan, the
Board of Directors shall (i) authorize the granting of incentive stock options,
non-qualified stock options or a combination of incentive stock options and
non-qualified stock options (hereinafter collectively referred to as "options"
unless otherwise stated); (ii) determine and designate from time to time those
employees (from the group consisting of all employees of the Company) to whom
options are to be granted (such employees to whom options are granted being
referred to herein as an "Optionee") and the number of Shares to be optioned to
each employee; (iii) determine the number of Shares subject to each option; and
(iv) determine the time or times when and the manner in which each option shall
be exercisable and the duration of the exercise period. In determining the
eligibility of an individual to receive an option, as well as in determining the
number of Shares to be optioned to any individual, the Board of


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Directors shall consider the position and responsibilities of the employee, the
nature and value to the Corporation, parent or subsidiary of his services and
accomplishments, his present and potential contribution to the success of the
Corporation, parent or subsidiary, and such other factors as the Board may deem
relevant. To be eligible to receive an incentive stock option or non-qualified
stock option an individual must be an employee of the Corporation, parent or
subsidiary. A Director shall abstain from voting on the grant of any options to
himself, his spouse, his children, grandchildren and parents. The grant of each
option shall be confirmed by a Stock Option Agreement (in the form prescribed by
the Board of Directors) which shall be executed by the Corporation and the
Optionee as promptly as practicable after such grant. More than one option may
be granted to an individual.

         Incentive stock options shall be those options which satisfy the
requirements of Section 422 of the Internal Revenue Code of 1986, as amended and
which the Board of Directors has specifically identified as incentive stock
options in the Stock Option Agreement executed by the Corporation and the
Optionee. In the case of incentive stock options, for the tax treatment as such
under Section 422 of the Internal Revenue Code, the aggregate fair market value,
determined at the time incentive stock options are granted, of the stock with
respect to which the incentive stock options are exercisable for the first time
by such individual during any calendar year (under all such plans the
Corporation may adopt) shall not exceed one hundred thousand dollars
($100,000.00).

         In the event that an incentive stock option granted pursuant to the
terms of this Plan is granted to an employee who, prior to the grant, holds more
than ten percent (10%) of the total combined voting power of all classes of
stock of the Corporation, its parent or a subsidiary ("10% shareholder") the
option price under such grant shall be at least one hundred and ten percent
(110%) of the fair market value, and such option, by its terms, shall not be
exercisable more than five (5) years from the date of grant.

         Nothing in the Plan or in any option granted pursuant to the Plan shall
confer on any individual any right to continue in the employ of the Corporation
or any parent or subsidiary or interfere in any way with the right of the
Corporation to terminate his employment at any time.

5. NUMBER OF SHARES SUBJECT TO OPTIONS. The Board of Directors, prior to the
time options under the Plan become exercisable, shall reserve for the purposes
of the Plan a total of two million six hundred fifty thousand (2,650,000)
Shares, which Shares may be either authorized and unissued Shares, or previously
issued Shares held in the treasury of the Corporation, or both. Shares as to
which an option granted under the Plan shall remain unexercised at the
expiration or termination thereof, and Shares subject to options which are
cancelled, may be the subject of the grant of further options. Shares reserved
pursuant to this paragraph may be adjusted to reflect changes in the
Corporation's capital structure as discussed in paragraph 19 hereof.

6. OPTION PRICE. The option price per Share shall be determined in each case by
the Board of


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Directors and shall not be less than one hundred percent (100%) (or one hundred
ten percent (110%) in the case of an incentive stock option granted to a ten
percent (10%) Shareholder) of the fair market value thereof as determined by the
Board of Directors by any reasonable method using market quotations on the date
the option is granted.

7. PERIOD OF OPTION AND WHEN EXERCISABLE. No option may be granted under this
Plan whose exercise date is later than ten (10) years after the date of grant
(or five (5) years after the date of grant in the case of an incentive stock
option granted to a ten percent (10%) Shareholder. Generally, an option may be
exercised only by the Optionee and subject to the rules set forth below only if,
at all times during the period beginning on the date of the granting of such
option and ending with the date of exercise of such option, the Optionee is an
employee of the Corporation, its parent or a subsidiary.

         (i) Except as otherwise provided herein, in the case of an employee who
terminates employment, incentive stock options which are vested but unexercised
as of the date of termination of employment must be exercised within three (3)
months of termination. In the case of an employee who is discharged for cause,
as determined in the sole discretion of the Board of Directors, all previously
vested but unexercised options shall be forfeited immediately.

         (ii) In the case of an employee who dies during the three (3) month
period discussed in (i) above, options which are vested but unexercised as of
the date of termination of employment must be exercised within twelve (12)
months of death.

         (iii) Options which are vested but unexercised as of the date of
termination of employment due to death, must be exercised within twelve (12)
months after the death of an Optionee.

         (iv) In the event that the employee becomes disabled as defined in
Section 22(e) (3) of the Internal Revenue code of 1986, as amended, options
which are vested but unexercised as of the date of termination of employment due
to disability must be exercised within twelve (12) months following the date of
termination of the Optionee's said employment.

         (v) In the event an Optionee's employment is terminated for any other
reason (including but not limited to, voluntary or involuntary termination or
termination resulting from the death or disability of the Optionee), all
unvested options shall be immediately forfeited.

          Notwithstanding the foregoing, options may not be exercised after the
original five (5) or ten (10) year term, Options may be exercised on behalf of
the estate of a former employee by the person or persons entitled to do so under
the Optionee's Will or, if the Optionee shall have failed to make testamentary
disposition of such option or shall have died intestate, by the Optionee's legal
representative or representatives. Such person, persons, representative, or
representatives are hereinafter referred to as the "Successors of an Optionee."

8. VESTING. Options granted to a participant shall be exercisable at any time
after being


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granted.

9. EXERCISE OF OPTIONS. (a) Subject to Plan restrictions, an option may be
exercised, and payment in full of the option price made, by an Optionee only by
written notice (in the form prescribed by the Board of Directors) to the
Corporation specifying the number of Shares to be so purchased. Such notice
shall state that the option price will be paid in full in cash (which in the
discretion of the Board of Directors may be obtained through a loan from the
Corporation or from a third party and guaranteed by the Corporation) or other
property, in the discretion of the Corporation. If the Corporation accepts a
request to pay in stock of the Corporation in satisfaction of the exercise
price, the fair market value of said stock shall at least equal the option
price, and, in the case of incentive stock options, prior to such acceptance the
Corporation must be furnished with evidence that the acquisition of said stock
and its transfer in payment of the option price satisfies the requirements of
Section 422 of the Internal Revenue Code of 1986, as amended and other
applicable law. As soon as practicable after receipt by the Corporation of such
notice and of payment in full of the option price of all the Shares with respect
to which an option has been exercised, a certificate or certificates
representing such Shares shall be registered (subject to the provisions of
paragraph 16 hereof) in the name of the Optionee or the Successors of an
Optionee as defined under this Plan and delivered to the Optionee or to the
Successors of an Optionee. The consideration to be paid for the Shares to be
issued upon exercise of an Option may also be the consideration received by the
Corporation under a cashless exercise under paragraph 9(b) below, or any
combination of the foregoing methods of payment.

(b) Cashless Exercise. An Optionee may, in lieu of payment of the exercise price
in the manners prescribed in paragraph 9(a) above, exercise an option without
payment of any other consideration by written notice to the Corporation's Chief
Financial Officer or Treasurer of the Optionee's intention to effect a cashless
exercise. In the event of a cashless exercise, the number of shares to be issued
will be computed by multiplying the number of shares to be issued for the
options exercised by a fraction, the numerator of which is the difference
between the Closing Bid Price (as hereinafter defined) and the Exercise Price
and the denominator of which is the Closing Bid Price. "Closing Bid Price" means
the closing bid price per share of the Corporation's common stock on the last
business day prior to exercise as reported on the principal national securities
exchange in the United States on which the common stock is listed or admitted to
trading or, if the common stock is not listed or admitted to trading on any such
national securities exchange, the average of the highest reported bid and the
lowest reported asked price, on such day, as furnished by NASDAQ through its
automated quotation system or a similar organization if NASDAQ is no longer
reporting the information.

10. MERGER OR ASSET SALE. In the event of a merger of the Company with or into
another corporation or the sale of substantially all of the assets of the
Company, outstanding Options may be assumed or equivalent options may be
substituted by the successor corporation or a Parent or Subsidiary thereof (the
"Successor Corporation"). If an Option is assumed or substituted for, the Option
or equivalent option shall continue to be exercisable as provided


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in Section 7 hereof for so long as the Optionee serves as an employee of the
Successor Corporation. Following such assumption or substitution, if the
Optionee's status as an employee is terminated other than upon a voluntary
resignation by the Optionee, the Option shall become fully vested and
exercisable in accordance with Section 7 above.

     If the Successor Corporation does not assume an outstanding Option or
substitute for it an equivalent option, the Option shall become fully vested and
exercisable, including as to Shares for which it would not otherwise be
exercisable. In such event the Board shall notify the Optionee that the Option
shall be fully exercisable for a period of thirty (30) days from the date of
such notice, and upon the expiration of such period the Option shall terminate.

     For the purposes of this Section 10, an Option shall be considered assumed
if, following the merger or sale of assets, the Option confers the right to
purchase or receive, for each Share of Optioned Stock subject to the Option
immediately prior to the merger or sale of assets, the consideration (whether
stock, cash, or other securities or property) received in the merger or sale of
assets by holders of Common Stock for each Share held on the effective date of
the transaction (and if holders were offered a choice of consideration, the type
of consideration chosen by the holders of a majority of the outstanding Shares).
If such consideration received in the merger or sale of assets is not solely
common stock of the successor corporation or its Parent, the Board may, with the
consent of the successor corporation, provide for the consideration to be
received upon the exercise of the Option, for each Share of Optioned Stock
subject to the Option, to be solely common stock of the successor corporation or
its Parent equal in fair market value to the per share consideration received by
holders of Common Stock in the merger or sale of assets.

11. EMPLOYER WITHHOLDING. In the case of non-qualified stock options, the
Corporation shall be required to withhold additional income taxes attributable
to that amount which is considered compensation includible in the Optionee's
gross income by reason of the exercise of such options. The Corporation in its
discretion shall determine the method and amount of withholding.

12. EXERCISE BV SUCCESSORS AND PAYMENT IN FULL. An option may be exercised, and
payment in full of the option price made, by the Successors of an Optionee only
by written notice (in the form prescribed by the Board of Directors) to the
Corporation specifying the number of Shares to be purchased. Such notice shall
state that the option price will be paid in full in cash (which in the
discretion of the Board of Directors may be obtained through a loan from the
Corporation or from a third party and guaranteed by the Corporation), property
or stock of the Corporation in conformance with paragraph 9 hereof. As soon as
practicable after receipt by the Corporation of such notice and of payment in
full of the option price of all the Shares with respect to which an option has
been exercised, a certificate or certificates representing such Shares shall be
registered (subject to the provisions of paragraph 16 hereof) in the name or
names of such Successors of an Optionee and shall be delivered to him.


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13. NON-TRANSFERABILITY OF OPTION. Each option granted under the Plan shall by
its terms be nontransferable by the Optionee except by will or the laws of
descent and distribution of the state wherein the Optionee is domiciled at the
time of his death. If the Board of Directors makes an Option transferable, such
Option shall contain such additional terms and conditions, as the Board of
Directors deems appropriate.

14. OTHER TERMS OF OPTION. Options granted pursuant to the Plan shall contain
such terms, provisions, and conditions not inconsistent herewith as shall be
determined by the Board of Directors.

15. REGISTRATION OF CERTIFICATES. Certificates representing Shares may be
registered either in the name of the Optionee or in the name or names of the
Successors of an Optionee. Designation of the appropriate form of registration
of certificates shall be made in the written notice given to the Corporation
upon exercise of an option.

16. LISTING AND REGISTRATION OF SHARES. If at any time the Board of Directors of
the Corporation shall determine, in its discretion, that the listing,
registration, or qualification of any of the Shares subject to options under the
Plan upon any securities exchange or under any state or federal law, or the
consent or approval of any governmental regulatory body is necessary or
desirable as a condition of or in connection with the granting of options or the
purchase or issue of Shares thereunder, no further options may be granted and
outstanding options may not be exercised in whole or in part unless and until
such listing, registration, qualification, consent, or approval shall have been
effected or obtained free of any conditions not acceptable to the Board of
Directors.

     The Board of Directors shall have the authority to cause the Corporation at
its expense to take any action related to the Plan which may be required in
connection with such listing, registration, qualification, consent, or approval.
The Board of Directors may require that any person exercising an option
hereunder shall make such representations and agreements and furnish such
information as it deems appropriate to assure compliance with the foregoing or
any other applicable legal requirement.

17. INTERPRETATION AND AMENDMENTS. The Board of Directors may make such rules
and regulations and establish such procedures for the administration of the Plan
as it deems appropriate. In the event of any dispute or disagreements as to the
interpretation of this Plan or of any rule, regulation, or procedure, or as to
any question, right or obligation arising from or related to the Plan, the
decision of the Board of Directors shall be final and binding upon all persons.
The Board of Directors may amend this Plan as it shall deem advisable. However,
in no event shall any such amendment adversely affect the rights of an Optionee
under any existing stock option agreement without the consent of such Optionee.
In addition, no amendment may, without further approval of the shareholders of
the Company within twelve months before or after the date on which such
amendment was adopted, (a) increase the total number of shares which may be made
subject of options granted under the Plan, (b) change the manner


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of determining the option price, (c) change the criteria of determining which
employees are eligible to receive options, (d) extend the period during which
options may be granted or exercised, or (e) withdraw the administration of the
Plan from the Board of Directors.

18. INDEMNIFICATION AND EXCULPATION.

     (a) Each person who is or shall have been a member of the Board of
Directors shall be indemnified and held harmless by the Corporation against and
from any and all loss, cost, liability, or expense that may be imposed upon or
reasonably incurred by him in connection with or resulting from any claim,
action, suit, or proceeding to which he may be or become a party or in which he
may be or become involved by reason of any action taken or failure to act under
the Plan and against and from any and all amounts paid by him in settlement
thereof (with the Corporation's written approval) or paid by him in satisfaction
of a judgment in any such action, suit, or proceeding, except a judgment in
favor of the Corporation based upon a finding of his lack of good faith;
subject, however, to the condition that upon the institution of any claim,
action, suit, or proceeding against him, he shall in writing give the
Corporation an opportunity, at its own expense, to handle and defend the same
before he undertakes to handle and defend it on his own behalf. The foregoing
right of indemnification shall not be exclusive of any other right to which such
person may be entitled as a matter of law or otherwise, or any power that the
Corporation may have to indemnify him or hold him harmless.

     (b) Each member of the Board of Directors, and each officer and employee of
the Corporation shall be fully justified in relying or acting in good faith upon
any information furnished in connection with the administration of the Plan by
any appropriate person or persons other than himself. In no event shall any
person who is or shall have been a member of the Board of Directors, or an
officer or employee of the Corporation be held liable for any determination made
or other action taken or any omission to act in reliance upon any such
information, or for any action (including the furnishing of information) taken
or any failure to act, if in good faith.

19. CHANGES IN CAPITAL STRUCTURE. In the event that a dividend shall be declared
upon the Shares payable in Shares, the number of shares then subject to any
option outstanding under the Plan and the number of Shares reserved for the
grant of options pursuant to the Plan but not yet subject to option shall be
adjusted by adding to each such Share the number of Shares which would be
distributable in respect thereof if such Shares had been outstanding on the date
fixed for determining the shareholders of the Corporation entitled to receive
such Share dividend. In the event that the outstanding Shares shall be changed
into or exchanged for a different number of Shares or other securities of the
Corporation or of another corporation, whether through reorganization,
recapitalization, split-up, combination of shares, merger, or consolidation,
then there shall be substituted for each Share subject to any such option and
for each Share reserved for the grant of options pursuant to the Plan but not
yet subject to option


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the number and kind of Shares or other securities into which each outstanding
Share shall have been so changed or for which each such Share shall have been
exchanged. In the event there shall be any change, other than as specified above
in this paragraph, in the number or kind of outstanding Shares or of any shares
or other securities into which such Shares shall have been changed or for which
they shall have been exchanged, then if the Board of Directors shall in its sole
discretion determine that such change equitably requires an adjustment in the
number or kind of Shares theretofore reserved for the grant of options pursuant
to the Plan but not yet subject to option and of the Shares then subject to an
option or options. Such adjustments shall be made by the Board of Directors and
shall be effective and binding for all purposes of the Plan and of each option
outstanding thereunder. In the case of any such substitution or adjustment as
provided for in this paragraph, the aggregate option exercise price set forth
for all outstanding options for all Shares covered thereby prior to such
substitution or adjustment will be the option exercise price for all shares or
other securities which shall have been adjusted pursuant to this paragraph. No
adjustment or substitution provided for in this paragraph shall require the
Corporation to sell a fractional Share, and the total substitution or adjustment
with respect to each outstanding option shall be limited accordingly. Upon any
adjustment made pursuant to this paragraph, the Corporation will, upon request,
deliver to the Optionee or to his successors a certificate setting forth the
option price thereafter in effect and the number and kind of shares or other
securities thereafter purchasable on the exercise of the option.

20. NOTICES. All notices under the Plan shall be in writing, and if to the
Corporation, shall be delivered to the Treasurer of the Corporation or mailed to
its principal office, addressed to the attention of the Treasurer; and if to the
Optionee, shall be delivered personally or mailed to the Optionee at the address
appearing in the payroll records of the Corporation. Such addresses may be
changed at any time by written notice to the other party.




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