EXHIBIT 10.9


                                  SANDATA, INC.

                             2000 STOCK OPTION PLAN

     1.  PURPOSE OF THE PLAN.  The  Sandata,  Inc.  2000 Stock  Option Plan (the
"Plan") is intended to advance the interests of Sandata, Inc. (the "Company") by
inducing  individuals or entities of  outstanding  ability and potential to join
and remain with, or provide consulting or advisory services to, the Company,  by
encouraging and enabling eligible employees, non-employee Directors, consultants
and advisors to acquire proprietary  interests in the Company,  and by providing
the participating  employees,  non-employee Directors,  consultants and advisors
with an  additional  incentive  to promote the success of the  Company.  This is
accomplished  by  providing  for the granting of  "Options,"  which term as used
herein includes both "Incentive Stock Options" and "Nonstatutory Stock Options,"
as  later  defined,  to  employees,   non-employee  Directors,  consultants  and
advisors.

     2. ADMINISTRATION. The Plan shall be administered by the Board of Directors
of the Company (the "Board of Directors")  or by a committee  (the  "Committee")
consisting of at least one (1) person  chosen by the Board of Directors.  Except
as herein  specifically  provided,  the  interpretation  and construction by the
Board of  Directors  or the  Committee  of any  provision  of the Plan or of any
Option granted under it shall be final and conclusive. The receipt of Options by
Directors, or any members of the Committee, shall not preclude their vote on any
matters in connection with the administration or interpretation of the Plan.

     3. SHARES SUBJECT TO THE PLAN.  The stock subject to Options  granted under
the Plan shall be shares of the  Company's  common  stock,  par value  $.001 per
share (the  "Common  Stock"),  whether  authorized  but  unissued or held in the
Company's  treasury,  or shares  purchased from  stockholders  expressly for use
under the Plan. The maximum number of shares of Common Stock which may be issued
pursuant to Options granted under the Plan shall not exceed in the aggregate one
million five hundred  thousand  (1,500,000)  shares,  subject to  adjustment  in
accordance  with the  provisions of Section 14 hereof.  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  requirements  of all  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 Options under
the Plan.  In the event shares of Common Stock are delivered to, or withheld by,
the Company pursuant to Sections 13(b)(ii) or 23 hereof,  only the net number of
shares  issued,  i.e.,  net of the shares so  delivered  or  withheld,  shall be
considered to have been issued pursuant to the Plan.

     4.  PARTICIPATION.  The class of  individuals  that  shall be  eligible  to
receive  Options  under the Plan shall be (a) with  respect to  Incentive  Stock
Options  described in Section 6 hereof,  all  employees of either the Company or
any parent or  subsidiary  corporation  of the Company,  and (b) with respect to
Nonstatutory  Stock  Options  described in Section 7 hereof,  all  employees and
non-employee Directors of, or consultants and advisors to, either the Company or
any parent or subsidiary  corporation of the Company;  provided,  however,  that
Nonstatutory  Stock  Options  shall not be  granted  to any such  consultant  or
advisor  unless (i) the  consultant or advisor is a natural person (or an entity
wholly-owned by the consultant or advisor), (ii) bona fide services have been or
are to be rendered by such consultant or advisor and (iii) such services are not
in  connection  with  the  offer  or sale of  securities  in a  capital  raising
transaction  and do not directly or indirectly  promote or maintain a market for
the Company's securities.  The Board of Directors or the Committee,  in its sole
discretion,  but subject to the  provisions  of the Plan,  shall  determine  the
employees and  non-employee  Directors of, and the  consultants and advisors to,
the Company and its parent and subsidiary  corporations to whom Options shall be
granted,  and the  number of shares to be covered by each  Option,  taking  into
account the nature of the employment or services  rendered by the individuals or
entities  being  considered,  their  annual  compensation,   their  present  and
potential contributions to the success of the Company, and such other factors as
the Board of Directors or the Committee may deem relevant.  For purposes hereof,
a  non-employee  to whom an  offer of  employment  has  been  extended  shall be
considered  an employee,  provided that the Options  granted to such  individual
shall not be exercisable, in whole or in part, for a period of at least one year
from  the  date of grant  and in the  event  the  individual  does not  commence
employment  with the company,  the Options  granted shall be considered null and
void.

     5. STOCK  OPTION  AGREEMENT.  Each Option  granted  under the Plan shall be
authorized by the Board of Directors or the Committee, and shall be evidenced by
a Stock  Option  Agreement  which  shall be  executed  by the Company and by the
individual  to whom such Option is granted.  The Stock  Option  Agreement  shall
specify the number of shares of Common  Stock as to which any Option is granted,
the period  during  which the Option is  exercisable,  and the option  price per
share thereof,  and such other terms and provisions as the Board of Directors or
the Committee may deem necessary or appropriate.

     6.  INCENTIVE  STOCK  OPTIONS.  The Board of Directors or the Committee may
grant  Options  under the Plan which are  intended to meet the  requirements  of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"),  with
respect to  "incentive  stock  options,"  and which are subject to the following
terms and  conditions  and any other terms and  conditions as may at any time be
required by Section 422 of the Code  (referred to herein as an "Incentive  Stock
Option"):

          (a) No Incentive  Stock Option shall be granted to  individuals  other
     than  employees of the Company or of a parent or subsidiary  corporation of
     the Company.

          (b) Each  Incentive  Stock Option under the Plan must be granted prior
     to  September  1 , 2010,  which is within  ten (10) years from the date the
     Plan was adopted by the Board of Directors.


          (c) The option  price of the shares  subject  to any  Incentive  Stock
     Option  shall  not be less  than the  fair  market  value  (as  defined  in
     subsection  (f) of this  Section  6) of the  Common  Stock at the time such
     Incentive Stock Option is granted; provided, however, if an Incentive Stock
     Option is  granted to an  individual  who owns,  at the time the  Incentive
     Stock Option is granted,  more than ten percent (10%) of the total combined
     voting  power of all  classes  of stock of the  Company  or of a parent  or
     subsidiary  corporation  of the Company (a "10%  Stockholder"),  the option
     price of the shares subject to the Incentive Stock Option shall be at least
     one hundred ten percent (110%) of the fair market value of the Common Stock
     on the date upon which such Incentive Stock Option is granted.

          (d) No  Incentive  Stock  Option  granted  under  the  Plan  shall  be
     exercisable  after the  expiration  of ten (10)  years from the date of its
     grant.  However,  if  an  Incentive  Stock  Option  is  granted  to  a  10%
     Stockholder, such Incentive Stock Option shall not be exercisable after the
     expiration  of five (5) years from the date of its grant.  Every  Incentive
     Stock Option granted under the Plan shall be subject to earlier termination
     as expressly provided in Section 12 hereof.

          (e) For purposes of determining  stock ownership under this Section 6,
     the  attribution  rules of Section 424(d) of the Code shall apply.

          (f) For purposes of the Plan, fair market value shall be determined by
     the Board of Directors or the Committee. If the Common Stock is listed on a
     national  securities  exchange or The Nasdaq  Stock  Market  ("Nasdaq")  or
     traded on the  Over-the-Counter  market,  fair  market  value  shall be the
     closing  selling price or, if not  available,  the closing bid price or, if
     not  available,  the high bid  price of the  Common  Stock  quoted  on such
     exchange or Nasdaq, or on the  Over-the-Counter  market, as reported by the
     exchange,  Nasdaq or the National  Association  of  Securities  Dealers OTC
     Electronic Bulletin Board, or if the Common Stock is not so reported,  then
     by the  Pink  Sheets,  LLC,  as the  case  may be,  on the day  immediately
     preceding  the day on which the Option is granted (or, if granted after the
     close of  business  for  trading,  then on the day on which  the  Option is
     granted),  or, if there is no selling or bid price on that day, the closing
     selling price,  closing bid price or high bid price, as the case may be, on
     the most recent day which  precedes  that day and for which such prices are
     available.  If there is no  selling  or bid price for the  ninety  (90) day
     period  preceding  the date of grant of an Option  hereunder,  fair  market
     value shall be  determined  in good faith by the Board of  Directors or the
     Committee.

     7. NONSTATUTORY STOCK OPTIONS.  The Board of Directors or the Committee may
grant Options under the Plan which are not intended to meet the  requirements of
Section  422 of the Code,  as well as  Options  which are  intended  to meet the
requirements of Section 422 of the Code but the terms of which provide that they
will not be  treated  as  Incentive  Stock  Options  (referred  to  herein  as a
"Nonstatutory Stock Option"). Nonstatutory Stock Options shall be subject to the
following terms and conditions:

          (a) A  Nonstatutory  Stock Option may be granted to any  individual or
     entity  eligible to receive an Option under the Plan pursuant to clause (b)
     of Section 4 hereof.

          (b) The option  price of the shares  subject to a  Nonstatutory  Stock
     Option shall be determined by the Board of Directors or the  Committee,  in
     its sole  discretion,  at the time of the grant of the  Nonstatutory  Stock
     Option.

          (c) A Nonstatutory  Stock Option granted under the Plan may be of such
     duration as shall be  determined by the Board of Directors or the Committee
     (subject  to  earlier  termination  as  expressly  provided  in  Section 12
     hereof).

     8.  RELOAD  FEATURE.  The Board of  Directors  or the  Committee  may grant
Options with a reload feature. A reload feature shall only apply when the option
price is paid by delivery of Common  Stock (as set forth in Section  13(b)(ii)).
The Stock Option  Agreement for the Options  containing the reload feature shall
provide that the Option holder shall receive, contemporaneously with the payment
of the  option  price in shares of Common  Stock,  a reload  stock  option  (the
"Reload  Option") to purchase that number of shares of Common Stock equal to the
sum of (i) the number of shares of Common Stock used to exercise the Option, and
(ii) with respect to Non-Statutory Stock Options, the number of shares of Common
Stock used to satisfy any tax withholding  requirement  incident to the exercise
of such  Non-Statutory  Stock  Option.  The terms of the Plan  applicable to the
Option  shall be equally  applicable  to the Reload  Option  with the  following
exceptions:  (i) the option price per share of Common Stock deliverable upon the
exercise of the Reload  Option,  (A) in the case of a Reload  Option which is an
Incentive Stock Option being granted to a 10% Stockholder,  shall be one hundred
ten percent  (110%) of the fair market  value of a share of Common  Stock on the
date of grant of the Reload  Option and (B) in the case of a Reload Option which
is an  Incentive  Stock  Option  being  granted  to a  person  other  than a 10%
Stockholder or is a Non-Statutory  Stock Option,  shall be the fair market value
of a share of Common Stock on the date of grant of the Reload  Option;  and (ii)
the term of the Reload Option shall be equal to the remaining option term of the
Option  (including a Reload  Option) which gave rise to the Reload  Option.  The
Reload Option shall be evidenced by an appropriate amendment to the Stock Option
Agreement for the Option which gave rise to the Reload Option.  In the event the
exercise price of an Option containing a reload feature is paid by check and not
in shares of Common Stock,  the reload  feature shall have no  application  with
respect to such exercise.

     9. RIGHTS OF OPTION HOLDERS. The holder of an Option granted under the Plan
shall have none of the rights of a stockholder with respect to the stock covered
by his Option until such stock shall be  transferred to him upon the exercise of
his     Option.

     10.  ALTERNATE  STOCK  APPRECIATION   RIGHTS.

          (a)  Concurrently  with, or subsequent  to, the award of any Option to
     purchase one or more shares of Common Stock,  the Board of Directors or the
     Committee  may, in its sole  discretion,  subject to the  provisions of the
     Plan and such other terms and  conditions  as the Board of Directors or the
     Committee may  prescribe,  award to the optionee with respect to each share
     of  Common  Stock  covered  by an  Option  ("Related  Option"),  a  related
     alternate stock appreciation  right ("SAR"),  permitting the optionee to be
     paid the  appreciation  on the  Related  Option in lieu of  exercising  the
     Related  Option.  An SAR granted with respect to an Incentive  Stock Option
     must be granted  together  with the Related  Option.  An SAR  granted  with
     respect to a  Non-Statutory  Stock Option may be granted  together with, or
     subsequent to, the grant of such Related Option.

          (b) Each SAR granted  under the Plan shall be  authorized by the Board
     of Directors or the  Committee,  and shall be evidenced by an SAR Agreement
     which shall be executed by the Company and by the  individual  or entity to
     whom such SAR is granted. The SAR Agreement shall specify the period during
     which the SAR is  exercisable,  and such  other  terms and  provisions  not
     inconsistent with the Plan.

          (c) An SAR may be exercised only if and to the extent that its Related
     Option is eligible to be  exercised  on the date of exercise of the SAR. To
     the extent that a holder of an SAR has a current right to exercise, the SAR
     may be exercised from time to time by delivery by the holder thereof to the
     Company at its principal office (attention:  Secretary) of a written notice
     of the number of shares with respect to which it is being  exercised.  Such
     notice shall be accompanied  by the  agreements  evidencing the SAR and the
     Related  Option.  In the event the SAR shall not be exercised in full,  the
     Secretary of the Company  shall  endorse or cause to be endorsed on the SAR
     Agreement and the Related Option  Agreement the number of shares which have
     been exercised  thereunder and the number of shares that remain exercisable
     under the SAR and the Related Option and return such SAR and Related Option
     to the holder thereof.

          (d) The amount of payment to which an optionee  shall be entitled upon
     the  exercise of each SAR shall be equal to one hundred  percent  (100%) of
     the amount,  if any,  by which the fair  market  value of a share of Common
     Stock on the  exercise  date  exceeds the  exercise  price per share of the
     Related Option; provided, however, the Company may, in its sole discretion,
     withhold  from any such cash  payment any amount  necessary  to satisfy the
     Company's obligation for withholding taxes with respect to such payment.

          (e) The amount  payable by the Company to an optionee upon exercise of
     a SAR may, in the sole  determination of the Company,  be paid in shares of
     Common  Stock,  cash or a  combination  thereof,  as set  forth  in the SAR
     Agreement.  In the case of a payment  in  shares,  the  number of shares of
     Common Stock to be paid to an optionee upon such optionee's  exercise of an
     SAR shall be  determined  by  dividing  the  amount of  payment  determined
     pursuant to Section  10(d)  hereof by the fair  market  value of a share of
     Common  Stock on the  exercise  date of such SAR. For purposes of the Plan,
     the exercise date of an SAR shall be the date the Company  receives written
     notification  from the  optionee of the  exercise of the SAR in  accordance
     with the provisions of Section 10(c) hereof.  As soon as practicable  after
     exercise,  the Company  shall either  deliver to the optionee the amount of
     cash due such optionee or a certificate or certificates  for such shares of
     Common  Stock.  All  such  shares  shall be  issued  with  the  rights  and
     restrictions specified herein.

          (f) SARs shall terminate or expire upon the same conditions and in the
     same manner as the Related Options,  and as set forth in Section 12 hereof.
     (g) The  exercise  of any SAR  shall  cancel  and  terminate  the  right to
     purchase an equal number of shares covered by the Related Option.  (h) Upon
     the exercise or termination of any Related Option,  the SAR with respect to
     such Related  Option shall  terminate to the extent of the number of shares
     of Common Stock as to which the Related Option was exercised or terminated.

          (i) An SAR granted  pursuant to the Plan shall be  transferable to the
     same  extent as the  Related  Option.  (j) All  references  in this Plan to
     "Options"  shall  be  deemed  to  include  "SARs"  where  applicable.

     11.  TRANSFERABILITY.

          (a) No Option  granted  under the Plan  shall be  transferable  by the
     individual  or entity to whom it was granted other than by will or the laws
     of descent and  distribution,  and,  during the lifetime of an  individual,
     shall not be exercisable by any other person, but only by him.

          (b)  Notwithstanding  Section 11(a) above, a Nonstatutory Stock Option
     granted  under the Plan may be  transferred  in whole or in part  during an
     optionee's  lifetime,  upon the  approval of the Board of  Directors or the
     Committee,  to an optionee's  "family  members" (as such term is defined in
     Rule  701(c)(3)  of the  Securities  Act of 1933,  as amended,  and General
     Instruction  A(1)(a)(5)  to Form S-8)  through a gift or domestic  relation
     order. The transferred  portion of a Nonstatutory  Stock Option may only be
     exercised  by the person or entity who acquires a  proprietary  interest in
     such  option  pursuant  to  the  transfer.  The  terms  applicable  to  the
     transferred  portion  shall be the same as those in effect  for the  Option
     immediately prior to such transfer and shall be set forth in such documents
     issued to the  transferee  as the Board of Directors or the  Committee  may
     deem appropriate.  As used in this Plan the terms "optionee" and "holder of
     an Option" shall refer to the grantee of the Option and not any  transferee
     thereof.

     12. TERMINATION OF EMPLOYMENT OR DEATH.

          (a) Unless otherwise  provided in the Stock Option  Agreement,  if the
     employment  of an employee by, or the services of a  non-employee  Director
     for, or  consultant  or advisor  to, the Company or a parent or  subsidiary
     corporation  of the Company shall be terminated for cause or voluntarily by
     the employee, non-employee Director, consultant or advisor, then his Option
     shall  expire  forthwith.  Unless  otherwise  provided in the Stock  Option
     Agreement,  and  except  as  provided  in  subsections  (b) and (c) of this
     Section 12, if such  employment or services  shall  terminate for any other
     reason,  then such Option may be  exercised  at any time  within  three (3)
     months after such termination,  subject to the provisions of subsection (d)
     of this Section 12. For purposes  hereof,  "cause" shall  include,  without
     limitation,  the termination of the optionee's  employment or consulting or
     advisory  relationship  by the Company  because of (i)  conviction of, or a
     plea of nolo  contendere  to, a felony,  or  another  serious  crime  which
     results  or is likely to result in  material  injury to the  Company;  (ii)
     breach of fiduciary duty involving  personal  profit;  (iii)  continued and
     habitual neglect to perform material stated duties; or (iv) material breach
     of any  provision  of any  employment,  consulting  or  advisory  agreement
     between the optionee and the Company or any parent or  subsidiary  thereof.
     For purposes of the Plan, the retirement of an individual  either  pursuant
     to a pension or  retirement  plan  adopted by the  Company or at the normal
     retirement date prescribed from time to time by the Company shall be deemed
     to be termination of such individual's employment other than voluntarily or
     for cause.  For purposes of this subsection (a), an employee,  non-employee
     Director,  consultant  or advisor  who leaves the employ or services of the
     Company to become an employee or non-employee  Director of, or a consultant
     or  advisor  to, a parent or  subsidiary  corporation  of the  Company or a
     corporation (or subsidiary or parent  corporation of the corporation) which
     has  assumed  the  Option  of  the  Company  as a  result  of  a  corporate
     reorganization or like event shall not be considered to have terminated his
     employment or services.

          (b) Unless otherwise  provided in the Stock Option  Agreement,  if the
     holder of an Option  under  the Plan dies (i) while  employed  by, or while
     serving as a  non-employee  Director for or a consultant or advisor to, the
     Company  or a parent or  subsidiary  corporation  of the  Company,  or (ii)
     within three (3) months after the termination of his employment or services
     other than  voluntarily or for cause,  then such Option may, subject to the
     provisions of subsection (d) of this Section 12, be exercised by the estate
     of the employee or non-employee  Director,  consultant or advisor,  or by a
     person  who  acquired  the right to  exercise  such  Option by  bequest  or
     inheritance  or by  reason of the death of such  employee  or  non-employee
     Director, consultant or advisor, at any time within one (1) year after such
     death.

          (c) Unless otherwise  provided in the Stock Option  Agreement,  if the
     holder of an Option under the Plan ceases employment or services because of
     permanent and total  disability  (within the meaning of Section 22(e)(3) of
     the Code) while  employed by, or while serving as a  non-employee  Director
     for or  consultant  or advisor  to, the  Company or a parent or  subsidiary
     corporation of the Company, then such Option may, subject to the provisions
     of  subsection  (d) of this Section 12, be exercised at any time within one
     (1) year after his  termination of employment,  termination of Directorship
     or termination of consulting or advisory services,  as the case may be, due
     to the disability.

          (d) An Option may not be exercised  pursuant to this Section 12 except
     to the extent that the holder was  entitled  to exercise  the Option at the
     time of termination of employment, termination of Directorship, termination
     of consulting or advisory  services,  or death, and in any event may not be
     exercised after the expiration of the Option.

          (e) For purposes of this Section 12, the employment relationship of an
     employee of the  Company or of a parent or  subsidiary  corporation  of the
     Company  will be treated as  continuing  intact  while he is on military or
     sick  leave  or  other  bona  fide  leave of  absence  (such  as  temporary
     employment  by the  Government)  if such leave does not exceed  ninety (90)
     days,  or, if longer,  so long as his right to  reemployment  is guaranteed
     either by statute or by contract.

     13. EXERCISE OF OPTIONS.

          (a) Unless  otherwise  provided  in the Stock  Option  Agreement,  any
     Option granted under the Plan shall be exercisable in whole at any time, or
     in part from time to time,  prior to expiration.  The Board of Directors or
     the Committee, in its absolute discretion,  may provide in any Stock Option
     Agreement that the exercise of any Options  granted under the Plan shall be
     subject (i) to such  condition or conditions  as it may impose,  including,
     but not  limited  to, a  condition  that the holder  thereof  remain in the
     employ or  service  of, or  continue  to  provide  consulting  or  advisory
     services  to, the  Company  or a parent or  subsidiary  corporation  of the
     Company for such period or periods  from the date of grant of the Option as
     the Board of Directors or the Committee, in its absolute discretion,  shall
     determine;  and (ii) to such limitations as it may impose,  including,  but
     not  limited  to,  a  limitation  that  the  aggregate  fair  market  value
     (determined  at the time the Option is  granted)  of the Common  Stock with
     respect to which Incentive Stock Options are exercisable for the first time
     by any employee  during any  calendar  year (under all plans of the Company
     and its parent and  subsidiary  corporations)  shall not exceed one hundred
     thousand dollars ($100,000). In addition, in the event that under any Stock
     Option  Agreement the aggregate  fair market value  (determined at the time
     the Option is granted) of the Common Stock with respect to which  Incentive
     Stock Options are exercisable for the first time by any employee during any
     calendar year (under all plans of the Company and its parent and subsidiary
     corporations) exceeds one hundred thousand dollars ($100,000), the Board of
     Directors or the Committee may, when shares are  transferred  upon exercise
     of  such  Options,  designate  those  shares  which  shall  be  treated  as
     transferred  upon  exercise of an  Incentive  Stock Option and those shares
     which shall be treated as transferred upon exercise of a Nonstatutory Stock
     Option.

          (b) An  Option  granted  under  the  Plan  shall be  exercised  by the
     delivery  by the holder  thereof to the  Company  at its  principal  office
     (attention of the Secretary) of written notice of the number of shares with
     respect  to which  the  Option is being  exercised.  Such  notice  shall be
     accompanied,  or  followed  within ten (10) days of  delivery  thereof,  by
     payment of the full option price of such shares, and payment of such option
     price shall be made by the  holder's  delivery of (i) his check  payable to
     the order of the Company,  or (ii) previously  acquired  Common Stock,  the
     fair market value of which shall be  determined  as of the date of exercise
     (provided that the shares  delivered  pursuant hereto are acceptable to the
     Board of Directors or the  Committee  in its sole  discretion)  or (iii) if
     provided for in the Stock Option Agreement,  his check payable to the order
     of the  Company in an amount at least  equal to the par value of the Common
     Stock being  acquired,  together  with a promissory  note, in form and upon
     such terms as are acceptable to the Board or the Committee, made payable to
     the order of the Company in an amount  equal to the balance of the exercise
     price, or (iv) by the holder's delivery of any combination of the foregoing
     (i), (ii) and (iii).

     14. ADJUSTMENT UPON CHANGE IN CAPITALIZATION.

          (a) In the  event  that the  outstanding  Common  Stock  is  hereafter
     changed    by   reason   of    reorganization,    merger,    consolidation,
     recapitalization,  reclassification, stock split-up, combination of shares,
     reverse split, stock dividend or the like, an appropriate  adjustment shall
     be made by the Board of Directors or the Committee in the aggregate  number
     of shares  available  under the Plan,  in the  number of shares  and option
     price per share subject to  outstanding  Options,  and in any limitation on
     exerciseability  referred to in Section 13(a)(ii) hereof which is set forth
     in  outstanding   Incentive   Stock  Options.   If  the  Company  shall  be
     reorganized,  consolidated,  or merged with another corporation, the holder
     of an Option  shall be entitled to receive  upon the exercise of his Option
     the same number and kind of shares of stock or the same amount of property,
     cash or  securities  as he would have been  entitled  to  receive  upon the
     happening of any such corporate event as if he had been,  immediately prior
     to such  event,  the holder of the number of shares  covered by his Option;
     provided,  however,  that in such  event  the  Board  of  Directors  or the
     Committee shall have the  discretionary  power to take any action necessary
     or  appropriate  to prevent any Incentive  Stock Option  granted  hereunder
     which is intended to be an "incentive stock option" from being disqualified
     as  such  under  the  then  existing  provisions  of the  Code  or any  law
     amendatory thereof or supplemental thereto; and provided, further, however,
     that in such event the Board of Directors or the  Committee  shall have the
     discretionary  power to take any action necessary or appropriate to prevent
     such  adjustment  from being deemed or  considered as the adoption of a new
     plan requiring  shareholder  approval under Section 422 of the Code and the
     regulations promulgated thereunder.

          (b)  Notwithstanding  Section  14(a)  above,  if the Company  shall be
     reorganized,  consolidated or merged with another corporation, the Board of
     Directors or the Committee may, in its sole discretion, upon written notice
     to the  holder of an Option,  provide  that the  Option  must be  exercised
     within  20 days of the date of such  notice or it will be  terminated.  For
     purposes of this Section  14(b),  the Board of  Directors or the  Committee
     may,  in its  discretion,  advance  the lapse of vesting  periods,  waiting
     periods and exercise dates.

          (c) Any adjustment in the number of shares shall apply proportionately
     to only  the  unexercised  portion  of the  Option  granted  hereunder.  If
     fractions of a share would result from any such adjustment,  the adjustment
     shall be revised to the next lower whole number of shares.

     15. FURTHER CONDITIONS OF EXERCISE.

          (a) Unless  prior to the  exercise  of the Option the shares  issuable
     upon such exercise have been  registered  with the  Securities and Exchange
     Commission  pursuant to the Securities Act of 1933, as amended,  the notice
     of exercise shall be accompanied  by a  representation  or agreement of the
     person or estate  exercising  the Option to the  Company to the effect that
     such shares are being acquired for investment  purposes and not with a view
     to  the  distribution  thereof,  and  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 such Act.

          (b) The Company  shall not be  obligated  to deliver any Common  Stock
     until it has been  listed on each  securities  exchange on which the Common
     Stock  may then be listed or until  there has been  qualification  under or
     compliance  with such federal or state laws,  rules or  regulations  as the
     Company may deem  applicable.  The Company shall use reasonable  efforts to
     obtain such listing, qualification and compliance.

     16.  EFFECTIVENESS  OF THE  PLAN.  The Plan  was  adopted  by the  Board of
Directors  on  September  1, 2000.  The Plan shall be subject to  approval on or
before  September 1, 2001,  which is within one (1) year of adoption of the Plan
by the Board of Directors,  by the affirmative vote of the holders of a majority
of the votes of the  outstanding  shares of capital stock of the Company present
in person or represented by proxy at a meeting of  stockholders  and entitled to
vote  thereon (or in the case of action by written  consent in lieu of a meeting
of  stockholders,  the number of votes required by applicable law to act in lieu
of a meeting) ("Stockholder  Approval").  In the event such Stockholder Approval
is withheld or otherwise  not  received on or before the latter  date,  the Plan
and, unless otherwise  provided in the Stock Option Agreement,  all Options that
may have been granted hereunder shall become null and void.

     17. TERMINATION, MODIFICATION AND AMENDMENT.

          (a) The Plan (but not Options previously granted under the Plan) shall
     terminate  on  September  1, 2010,  which is within ten (10) years from the
     date of its adoption by the Board of  Directors,  or sooner 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
     if Stockholder  Approval of the  termination,  modification or amendment is
     obtained.

          (c)  The  Board  of  Directors  may  at any  time,  on or  before  the
     termination date referred to in Section 17(a) hereof,  without  Stockholder
     Approval,  terminate the Plan, or from time to time make such modifications
     or amendments to the Plan as it may deem advisable; provided, however, that
     the  Board of  Directors  shall  not,  without  Stockholder  Approval,  (i)
     increase  (except as  otherwise  provided by Section 14 hereof) the maximum
     number  of  shares  as to which  Incentive  Stock  Options  may be  granted
     hereunder,  change the  designation  of the employees or class of employees
     eligible to receive Incentive Stock Options, or make any other change which
     would  prevent  any  Incentive  Stock  Option  granted  hereunder  which is
     intended to be an "incentive  stock  option" from  qualifying as such under
     the then existing  provisions of the Code or any law amendatory  thereof or
     supplemental  thereto or (ii) make any other  modifications  or  amendments
     that require Stockholder Approval pursuant to applicable law, regulation or
     exchange  requirements.  In the event Stockholder  Approval is not received
     within one (1) year of  adoption  by the Board of  Directors  of the change
     provided for in (i) or (ii) above,  then, unless otherwise  provided in the
     Stock Option  Agreement (but subject to applicable law), the change and all
     Options and SARs that may have been granted  pursuant thereto shall be null
     and void.

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

     18. NOT A CONTRACT OF EMPLOYMENT.  Nothing  contained in the Plan or in any
Stock Option Agreement  executed  pursuant hereto shall be deemed to confer upon
any  individual  or entity to whom an Option is or may be granted  hereunder any
right to  remain  in the  employ  or  service  of the  Company  or a  parent  or
subsidiary  corporation of the Company or any entitlement to any remuneration or
other benefit pursuant to any consulting or advisory arrangement.

     19. USE OF  PROCEEDS.  The  proceeds  from the sale of shares  pursuant  to
Options  granted under the Plan shall  constitute  general funds of the Company.

     20. INDEMNIFICATION OF BOARD OF DIRECTORS OR COMMITTEE. In addition to such
other rights of  indemnification  as they may have,  the members of the Board of
Directors  or the  Committee,  as the case may be, shall be  indemnified  by the
Company to the extent  permitted  under  applicable  law  against  all costs and
expenses  reasonably  incurred by them in connection  with any action,  suit, or
proceeding  to which  they or any of them may be a party by reason of any action
taken or  failure  to act  under or in  connection  with the Plan or any  rights
granted thereunder and against all amounts paid by them in settlement thereof or
paid  by  them  in  satisfaction  of a  judgment  of any  such  action,  suit or
proceeding,  except a  judgment  based  upon a finding  of bad  faith.  Upon the
institution of any such action,  suit, or  proceeding,  the member or members of
the Board of  Directors or the  Committee,  as the case may be, shall notify the
Company in writing,  giving the Company an opportunity at its own cost to defend
the same before such  member or members  undertake  to defend the same on his or
their own behalf.

     21.  CAPTIONS.  The use of  captions  in the Plan is for  convenience.  The
captions  are not  intended to provide  substantive  rights.

     22. DISQUALIFYING  DISPOSITIONS.  If Common Stock acquired upon exercise of
an Incentive Stock Option granted under the Plan is disposed of within two years
following the date of grant of the Incentive  Stock Option or one year following
the issuance of the Common Stock to the optionee, or is otherwise disposed of in
a manner that  results in the  optionee  being  required to  recognize  ordinary
income,  rather  than  capital  gain,  from the  disposition  (a  "Disqualifying
Disposition"),  the holder of the Common Stock shall,  immediately prior to such
Disqualifying  Disposition,  notify the Company in writing of the date and terms
of such Disqualifying  Disposition and provide such other information  regarding
the Disqualifying Disposition as the Company may reasonably require.

     23. WITHHOLDING TAXES.

          (a) Whenever under the Plan shares of Common Stock are to be delivered
     by an optionee upon exercise of a  Nonstatutory  Stock Option,  the Company
     shall be entitled to require as a condition  of delivery  that the optionee
     remit  or,  in  appropriate  cases,  agree to remit  when  due,  an  amount
     sufficient to satisfy all current or estimated  future  Federal,  state and
     local income tax withholding requirements,  including,  without limitation,
     the employee's portion of any employment tax requirements relating thereto.
     At the time of a Disqualifying Disposition, the optionee shall remit to the
     Company  in cash the  amount  of any  applicable  Federal,  state and local
     income tax withholding and the employee's portion of any employment taxes.

          (b) The Board of Directors or the  Committee  may, in its  discretion,
     provide any or all holders of Nonstatutory  Stock Options with the right to
     use  shares  of  Common  Stock  in  satisfaction  of  all  or  part  of the
     withholding  taxes to which such holders may become  subject in  connection
     with the exercise of their Options.  Such right may be provided to any such
     holder in either or both of the following formats:

               (i) Stock Withholding: The election to have the Company withhold,
          from the shares of Common Stock  otherwise  issuable upon the exercise
          of such  Nonstatutory  Stock Option, a portion of those shares with an
          aggregate fair market value equal to the percentage of the withholding
          taxes (not to exceed one hundred  percent  (100%))  designated  by the
          holder.

               (ii) Stock Delivery:  The election to deliver to the Company,  at
          the time the  Nonstatutory  Stock  Option  is  exercised,  one or more
          shares of Common Stock previously  acquired by such holder (other than
          in connection  with the option  exercise  triggering  the  withholding
          taxes) with an aggregate  fair market value equal to the percentage of
          the  withholding  taxes (not to exceed  one  hundred  percent  (100%))
          designated by the holder.

     24. OTHER  PROVISIONS.  Each Option granted under the Plan may contain such
other terms and conditions not  inconsistent  with the Plan as may be determined
by the  Board or the  Committee,  in its sole  discretion.  Notwithstanding  the
foregoing,  each  Incentive  Stock Option  granted  under the Plan shall include
those terms and  conditions  which are necessary to qualify the Incentive  Stock
Option as an "incentive  stock option"  within the meaning of Section 422 of the
Code and the  regulations  thereunder  and  shall  not  include  any  terms  and
conditions which are inconsistent therewith.

     25. DEFINITIONS.  For purposes of the Plan, the terms "parent  corporation"
and  "subsidiary  corporation"  shall have the  meanings  set forth in  Sections
424(e) and 424(f) of the Code, respectively, and the masculine shall include the
feminine and the neuter as the context requires.

     26. GOVERNING LAW. The Plan shall be governed by, and all questions arising
hereunder  shall be  determined  in  accordance  with,  the laws of the State of
Delaware.