EXHIBIT 10.1

                                    BHC, INC.

                             2002 STOCK OPTION PLAN

                            ADOPTED OCTOBER 12, 2002

     1.     PURPOSE  OF  THE  PLAN.  The  BHC,  Inc. 2002 Stock Option Plan (the
            ----------------------
"Plan")  is  intended  to  advance the interests of BHC, Inc. (the "Company") by
inducing  individuals,  and  eligible  entities  (as  hereinafter  provided)  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 hereinafter
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")  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  five  hundred  thousand  (500,000) shares, plus such number of Common
Stock  shares  issuable  upon  the  exercise  of  Reload Options (as hereinafter
defined)  granted  under  the Plan, subject to adjustment in accordance with the
provisions  of Section 13 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 un-purchased shares subject thereto shall
again  be  available  for  Options  under  the  Plan.

     4.     PARTICIPATION.  The  class  of  individual  or  entity 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 (including
officers)  of  either  the Company or any subsidiary corporation of the Company,
and  (b)  with  respect  to  Nonstatutory  Stock  Options described in Section 7





                                      E-21
<PAGE>

hereof,  all  employees  (including  officers) and non-employee Directors of, or
consultants and advisors to, either the Company or any subsidiary corporation of
the  Company;  provided,  however,  that Nonstatutory Stock Options shall not be
granted  to any such consultants and advisors unless (i) bona fide services have
been  or are to be rendered by such consultant or advisor and (ii) such services
are  not in connection with the offer or sale of securities in a capital raising
transaction.   For purposes of the Plan, for an entity to be an eligible entity,
it  must  be included in the definition of "employee" for purposes of a Form S-8
Registration  Statement  filed under the Securities Act of 1933, as amended (the
"Act").  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  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.

     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 or entity 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, the option price per
share  thereof,  and  such other terms and provisions not inconsistent with this
Plan.

     6.     INCENTIVE  STOCK  OPTIONS.  The  Board of Directors or the Committee
            -------------------------
may  grant  Options  under  the  Plan,  which  Options  are intended to meet the
requirements  of  Section  422  of the Internal Revenue Code of 1986, as amended
(the  "Code"),  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 subsidiary corporation of the
Company.

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

               (c)     The option price of the shares of Common Stock subject to
any  Incentive  Stock Option shall not be less than the fair market value 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 "Principal 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  at  the  time  the  Incentive  Stock  Option  is  granted.




                                      E-22
<PAGE>

               (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 Principal 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,  and  except  as  otherwise
provided herein, 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  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 on
the over-the-counter market as reported by The Nasdaq Stock Market ("Nasdaq") or
if  the  Common  Stock  is  not listed on Nasdaq, then by the National Quotation
Bureau,  Incorporated,  as the case may be, on the day immediately preceding the
day  on  which  the  Option  is granted or exercised, as the case may be, or, if
there is no selling or bid price on that day, the closing selling price, closing
bid  price  or high bid price on the most recent day which precedes that day and
for  which  such  prices  are  available.

     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  Options").  Nonstatutory  Stock  Options  which  are  not
intended  to meet those requirements 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
Section  4(b)  hereof.

               (b)     The option price of the shares of Common Stock 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; provided, however, the option price shall not be less than 85% of
the  fair  market  value  of  a share of Common Stock on the date of grant.  For
purposes of this Section 7(b), fair market value shall mean, if the Common Stock
is  publicly  traded, the closing trading price on the day preceding the date of
the  grant.

               (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 11
hereof).




                                      E-23
<PAGE>

     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 Nonstatutory Stock Options, the number of
shares  of Common Stock used to satisfy any tax withholding requirement incident
to  the  exercise  of  such  Nonstatutory  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 Principal
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  Principal Stockholder or is a Nonstatutory 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 any 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 Nonstatutory 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.





                                      E-24
<PAGE>

               (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  an  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 exercisable
only  by  the optionee hereof during the optionee's lifetime and, subject to the
provisions  of  Section  10(f)  hereof.






                                      E-25
<PAGE>

               (j)     An  SAR  granted  pursuant  to  the  Plan  shall  not  be
assigned,  transferred, pledged or hypothecated in any way (whether by operation
of  law  or  otherwise)  and  shall  not be subject to execution, attachment, or
similar  process.  Any attempted transfer, assignment, pledge, hypothecation, or
other disposition of any SAR or of any rights granted thereunder contrary to the
foregoing  provisions  of  this  Section 10(j), or the levy of any attachment or
similar  process  upon  an  SAR  or  such  rights,  shall  be  null  and  void.

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

     12.     TERMINATION  OF  EMPLOYMENT  OR  DEATH.
             --------------------------------------

               (a)     Subject  to  the  terms of 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 subsidiary corporation of the
Company  shall  be  terminated  for  cause  or  voluntarily  by  the  employee,
non-employee  Director,  consultant  or  advisor,  then  his or its Option shall
expire  forthwith.  Subject  to  the  terms  of  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 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 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 the like shall not be considered to have terminated
his  employment  or  services.

               (b)     Subject  to  the  terms of 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  subsidiary  corporation of the Company, or (ii) within three (3)
months  after  the  termination  of  his  employment  or  services  other  than
voluntarily  by the employee or non-employee Director, consultant or advisor, 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)     Subject  to  the  terms of 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





                                      E-26
<PAGE>

consultant  or  advisor  to,  the  Company  or  a  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 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
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  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 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





                                      E-27
<PAGE>

made  by  the  holder's  delivery  of  (i) his check payable to the order of the
Company,  (ii)  previously acquired Common Stock, the fair market value of which
shall  be  determined as of the date of exercise, (iii) by "cash-less" exercise,
if  cash-less  exercise is otherwise permitted by the Stock Option Agreement, 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.

               (b)     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  Act,  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 or market 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.





                                      E-28
<PAGE>

     16.     EFFECTIVENESS  OF THE PLAN.  The Plan shall become operative and in
             --------------------------
effect  on  such date as shall be fixed by the Board of Directors of the Company
in  its  sole  discretion  following  approval  by  vote  of  the holders of the
outstanding  voting  common  shares  of  the  Company.

     17.     TERMINATION,  MODIFICATION  AND  AMENDMENT.
             ------------------------------------------

               (a)     The Plan (but not the Options or SARs granted pursuant to
the  Plan)  shall terminate on a date within ten (10) years from the date of its
adoption  by  the  Board  of  Directors of the Company, 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  by  the  affirmative  vote  of  the  holders  of  a majority of the
outstanding  shares  of  capital  stock  of  the Company present at a meeting of
shareholders  and entitled to vote thereon (or, in the case of action by written
consent,  a  majority  of the outstanding shares of capital stock of the Company
entitled  to  vote  thereon).

               (c)     The  Board of Directors may at any time, on or before the
termination  date  referred  to  in Section 17(a) hereof, 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  approval  by  the  affirmative vote of the holders of a majority of the
outstanding  shares  of  capital  stock  of  the Company present at a meeting of
shareholders  and entitled to vote thereon (or, in the case of action by written
consent,  a  majority  of the outstanding shares of capital stock of the Company
entitled  to vote thereon), 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  disqualifying  as  such under the then
existing  provisions  of  the Code or any law amendatory thereof or supplemental
thereto.

               (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 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.






                                      E-29
<PAGE>

     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.     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.

     22.     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.





                                      E-30
<PAGE>