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                                                                   Exhibit 10.18

                                                         Certificate No. 1998-10

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF REGISTRATION, OR THE AVAILABILITY OF EXEMPTION FROM REGISTRATION,
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, BASED ON AN OPINION LETTER OF
COUNSEL SATISFACTORY TO THE COMPANY OR A NO-ACTION LETTER FROM THE SECURITIES
AND EXCHANGE COMMISSION."


                         OPTION TO PURCHASE COMMON STOCK
                                       OF
                            OSAGE SYSTEMS GROUP, INC.
                            Void after June 10, 2003

         This certifies that, for value received, Phil Carter ("Holder"), is
entitled, subject to the terms set forth below, to purchase from Osage Systems
Group, Inc. (the "Company"), a Delaware corporation, shares of the Common Stock
of the Company (the "Shares"), as constituted on the date hereof (the "Option
Issue Date"), with the Notice of Exercise attached hereto duly executed, and
simultaneous payment therefor in lawful money of the United States, at the
Exercise Price as set forth in Section 2 below. The number, character and
Exercise Price of the shares are subject to adjustment as provided below.

         1. TERM OF OPTION. Subject to compliance with the vesting provisions
identified at Paragraph 2.3 hereafter, this Option shall be exercisable, in
whole or in part, during the term commencing on the Option Issue Date and ending
at 5:00 p.m. on June 10, 2003, and shall be void thereafter.

         2. EXERCISE PRICE, NUMBER OF SHARES AND VESTING PROVISIONS.

                  2.1 EXERCISE PRICE. The Exercise Price at which this Option,
or portion thereof, may be exercised shall be $4.50 per share, as adjusted
pursuant to Section 11 hereof.

                  2.2 NUMBER OF SHARES. Provided Holder vests in the Options in
the manner identified at paragraph 2.3 below, the number of shares of the
Company's Common Stock, $.01 par value per share ("Common Stock") which may be
purchased pursuant to this Option shall be 510,000 shares, as adjusted pursuant
to Section 11 hereof.

                  2.3 VESTING. The Options granted hereunder shall vest in
accordance with the following schedule:

                           (i) 150,000 Options shall vest on December 31, 1998
provided Holder remains continuously employed by the Company through such date;

                           (ii) 175,000 Options shall vest on December 31, 1999
provided Holder remains continuously employed by the Company through such date,
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                           (iii) 185,000 Options shall vest on December 31, 2000
provided Holder remains continuously employed by the Company through such date.

                  Holder relinquishes any right to any Options which have not
been subject to vesting and following any failure to vest this Option shall no
longer be of any force or effect with respect to Options that have not vested.

                  2.4. DEATH OF HOLDER AND TERMINATION.

                           (a) If the Holder shall die while in the employ of
the Company or his employment is terminated due to incapacity (as such term is
defined in Paragraph 2.4(e) below), all of the Options shall vest upon the date
of his death or termination due to incapacity, and he or his estate, personal
representatives, or beneficiary, as applicable, shall have the right to exercise
the Options at any time after the date of his death or termination due to
incapacity.

                           (b) In the event Holder's employment by the Company
is terminated for "cause" (as such term is defined in Paragraph 2.4(d) below) or
Holder voluntarily terminates his employment with the Company, Holder's right in
and to any Option that has not vested as of such termination date shall lapse
and terminate.

                           (c) In the event Holder's employment by the Company
is terminated without "cause" (as such term is defined in Paragraph 2.4(d)
below), Holder shall have the right to continue to vest and exercise the Options
as if no termination of employment had occurred.

                           (d) As used in this Paragraph 2.4, a termination for
"cause" shall mean the occurrence of any of the following events, provided,
however, that the Holder has first been given written notice of the facts or
circumstances constituting the determination of "cause" and a reasonable
opportunity (in no event less than fifteen (15) days) to cure, rectify or
reverse such facts or circumstances and the Holder shall have failed to do so:

                                    (i) the commission by the Holder of a felony
for which he is convicted by a court of competent jurisdiction; or

                                    (ii) the finding by a court of competent
jurisdiction that the Holder perpetrated a dishonest act or common law fraud
against the Company or any affiliate thereof.

                           (e) As used in this Paragraph 2.4, a termination for
"incapacity" shall occur if the Holder becomes ill or is injured or otherwise
becomes incapacitated such that, in the opinion of the Board of Directors, he
cannot fully carry out and perform his employment duties, and such incapacity
shall continue for a period of 180 consecutive days, and the Board of Directors
at any time thereafter gives the Holder or his representative twenty (20) days'
prior written notice to fully and finally terminate his employment with the
Company.

         3. EXERCISE OF OPTION.

            (a) The Exercise Price shall either be payable in cash or by bank or
certified check; or by cashless exercise by delivering to the Company a notice
of exercise together with an

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irrevocable direction to a broker-dealer registered under the Securities
Exchange Act of 1934, to sell a sufficient portion of the Shares and deliver the
sales proceeds directly to the Company to pay the Exercise Price. If shares of
common stock of the Company are tendered as payment of the Exercise Price, the
value of such shares shall be their "market value" as of the trading date
immediately preceding the date of exercise. The "market value" shall be:

                           (i) If the Company's common stock is traded in the
over-the-counter market and not on any national securities exchange nor in the
NASDAQ Reporting System, the market value shall be the average of the mean
between the last bid and ask prices per share, as reported by the National
Quotation Bureau, Inc., or an equivalent generally accepted reporting service,
or if not so reported, the average of the closing bid and asked prices for a
share as furnished to the Company by any member of the National Association of
Securities Dealers, Inc., selected by the Company for that purpose.

                           (ii) If the Company's common stock is traded on a
national securities exchange or in the NASDAQ Reporting System, the market value
shall be either (1) the simple average of the high and low prices at which a
share of the Company's common stock traded, as quoted on the NASDAQ-NMS or its
other principal exchange, or (2) the price of the last sale of a share of common
stock as similarly quoted, whichever is higher, and rounding out such figure to
the next higher multiple of 12.5 cents (unless the figure is already a multiple
of 12.5 cents).

If such tender would result in an issuance of a whole number of shares and a
fractional share of Common Stock, the value of such fractional share shall be
paid to the Company in cash or by check by the Holder.

                  (b) The purchase rights represented by this Option are
exercisable by the Holder in whole or in part, at any time, or from time to
time, by the surrender of this Option and the Notice of Exercise annexed hereto
duly completed and executed on behalf of the Holder, at the office of the
Company (or such other office or agency of the Company as it may designate by
notice in writing to the Holder at the address of the Holder appearing on the
books of the Company).

                  (c) This Option shall be deemed to have been exercised
immediately prior to the close of business on the date of its surrender for
exercise as provided above, and the person entitled to receive the shares of
Common Stock issuable upon such exercise shall be treated for all purposes as
the holder of record of such shares as of the close of business on such date. As
promptly as practicable on or after such date and in any event within ten (10)
days thereafter, the Company at its expense shall issue and deliver to the
person or persons entitled to receive the same a certificate or certificates for
the number of shares issuable upon such exercise. In the event that this Option
is exercised in part, the Company at its expense will execute and deliver a new
Option of like tenor exercisable for the number of shares for which this Option
may then be exercised.

         4. NO FRACTIONAL SHARES OR SCRIP. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this Option.
In lieu of any fractional share

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to which the Holder would otherwise be entitled, the Company shall make a cash
payment equal to the Exercise Price multiplied by such fraction.

         5. REPLACEMENT OF OPTION. On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Option and, in the case of loss, theft or destruction, on delivery of an
indemnity agreement reasonably satisfactory in form and substance to the Company
or, in the case of mutilation, on surrender and cancellation of this Option, the
Company at its expense shall execute and deliver, in lieu of this Option, a new
Option of like tenor and amount.

         6. RIGHTS OF STOCKHOLDER. Except as otherwise contemplated herein, the
Holder shall not be entitled to vote or receive dividends or be deemed the
holder of Common Stock or any other securities of the Company that may at any
time be issuable on the exercise hereof for any purpose, nor shall anything
contained herein be construed to confer upon the Holder, as such, any of the
rights of a stockholder of the Company or any right to vote for the election of
directors or upon any matter submitted to stockholders at any meeting thereof,
or to give or withhold consent to any corporate action (whether upon any
recapitalization, issuance of stock, reclassification of stock, change of par
value, or change of stock to no par value, consolidation, merger, conveyance or
otherwise) or to receive notice of meetings, or to receive dividends or
subscription rights or otherwise until the Option shall have been exercised as
provided herein.

         7. TRANSFER OF OPTION.

                  7.1. NON-TRANSFERABILITY. Prior to vesting in accordance with
paragraph 2 herein, the Option shall not be assigned, transferred, pledged or
hypothecated in any way, nor subject to execution, attachment or similar
process, otherwise than by will or by the laws of descent and distribution. To
the extent the Options have vested, transfers thereof which comply with the
remaining provisions of this paragraph 7 may be undertaken upon the prior
written consent of the Company, which consent shall not be unreasonably
withheld. Any attempted assignment, transfer, pledge, hypothecation or other
disposition of the Option contrary to the provisions hereof, and the levy of an
execution, attachment, or similar process upon the Option, shall be null and
void and without effect.

                  7.2. EXCHANGE OF OPTION UPON A TRANSFER. On surrender of this
Option for exchange, properly endorsed, the Company at its expense shall issue
to or on the order of the Holder a new Option or Options of like tenor, in the
name of the Holder or as the Holder (on payment by the Holder of any applicable
transfer taxes) may direct, of the number of shares issuable upon exercise
hereof.

                  7.3. COMPLIANCE WITH SECURITIES LAWS; RESTRICTIONS ON
                       TRANSFERS.

                       (a) The Holder of this Option, by acceptance hereof,
acknowledges that this Option and the Shares to be issued upon exercise hereof
are being acquired solely for the Holder's own account and not as a nominee for
any other party, and for investment (unless such shares are subject to resale
pursuant to an effective prospectus), and that the Holder will not offer, sell
or otherwise dispose of this Option or any Shares to be issued upon exercise
hereof

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except under circumstances that will not result in a violation of applicable
federal and state securities laws. Upon exercise of this Option, the Holder
shall, if requested by the Company, confirm in writing, in a form satisfactory
to the Company, that the shares of Common Stock so purchased are being acquired
solely for the Holder's own account and not as a nominee for any other party,
for investment (unless such shares are subject to resale pursuant to an
effective prospectus), and not with a view toward distribution or resale.

                           (b) Neither this Option nor any share of Common Stock
issued upon exercise of this Option may be offered for sale or sold, or
otherwise transferred or sold in any transaction which would constitute a sale
thereof within the meaning of the Securities Act of 1933, as amended (the "1933
Act"), unless (i) such security has been registered for sale under the 1933 Act
and registered or qualified under applicable state securities laws relating to
the offer an sale of securities, or (ii) exemptions from the registration
requirements of the 1933 Act and the registration or qualification requirements
of all such state securities laws are available and the Company shall have
received an opinion of counsel satisfactory to the Company that the proposed
sale or other disposition of such securities may be effected without
registration under the 1933 Act and would not result in any violation of any
applicable state securities laws relating to the registration or qualification
of securities for sale, such counsel and such opinion to be satisfactory to the
Company.

                           (c) All Shares issued upon exercise hereof shall be
stamped or imprinted with a legend in substantially the following form (in
addition to any legend required by state securities laws).

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE
SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF REGISTRATION, OR THE AVAILABILITY OF EXEMPTION
FROM REGISTRATION, UNDER THE SECURITIES ACT OF 1933, AS AMENDED, BASED ON AN
OPINION LETTER OF COUNSEL SATISFACTORY TO THE COMPANY OR A NO-ACTION LETTER FROM
THE SECURITIES AND EXCHANGE COMMISSION."

                  (d) Holder recognizes that investing in the Option and the
Common Stock involves a high degree of risk, and Holder is in a financial
position to hold the Option and the Common Stock indefinitely and is able to
bear the economic risk and withstand a complete loss of its investment in the
Option and the Common Stock. The Holder is a sophisticated investor and is
capable of evaluating the merits and risks of investing in the Company. The
Holder has had an opportunity to discuss the Company's business, management and
financial affairs with the Company's management, has been given full and
complete access to information concerning the Company, and has utilized such
access to its satisfaction for the purpose of obtaining information or verifying
information and has had the opportunity to inspect the Company's operation.
Holder has had the opportunity to ask questions of, and receive answers from the
management of the Company (and any person acting on its behalf) concerning the
Option and the Common Stock and the agreements and transactions contemplated
hereby, and to obtain any additional information as Holder may have requested in
making its investment decision.

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                  (e) Holder acknowledges and represents: (i) that he has been
afforded the opportunity to review and is familiar with the quarterly, annual
and periodic reports of the Company and has based his decision to invest solely
on the information contained therein and has not been furnished with any other
literature, prospectus or other information except as included in such reports;
(ii) he is at least 21 years of age; (iii) he has adequate means of providing
for his current needs and personal contingencies; (iv) he has no need for
liquidity for his investment in the Option or Common Stock; (v) he maintains his
domicile and is not a transient or temporary resident at the address on the
books and records of the Company; (vi) all of his investments and commitments to
non-liquid assets and similar investments are, after his acquisition of the
Option and Common Stock, will be reasonable in relation to his net worth and
current needs; (vii) he understands that no federal or state agency has approved
or disapproved the Option or Common Stock or made any finding or determination
as to the fairness of the Option and Common Stock for investment; and (viii) he
recognizes that the Common Stock is presently eligible for trading on the
over-the-counter market, and that the Company has made no representations,
warranties, or assurances as to the future trading value of the Common Stock,
whether a public market will continue to exist for the resale of the Common
Stock, or whether the Common Stock can be sold at a price reflective of past
trading history at any time in the future.

         8. RESERVATION AND ISSUANCE OF STOCK; PAYMENT OF TAXES.

                  (a) The Company covenants that during the term that this
Option is exercisable, the Company will reserve from its authorized and unissued
Common Stock a sufficient number of shares to provide for the issuance of the
shares upon the exercise of this Option, and from time to time will take all
steps necessary to amend its Certificate of Incorporation to provide sufficient
reserves of shares of Common Stock issuable upon the exercise of the Option.

                  (b) The Company further covenants that all shares of Common
Stock issuable upon the due exercise of this Option will be free and clear from
all taxes or liens, charges and security interests created by the Company with
respect to the issuance thereof, however, the Company shall not be obligated or
liable for the payment of any taxes, liens or charges of Holder, or any other
party contemplated by paragraph 7, incurred in connection with the issuance of
this Option or the Common Stock upon the due exercise of this Option. The
Company agrees that its issuance of this Option shall constitute full authority
to its officers who are charged with the duty of executing stock certificates to
execute and issue the necessary certificates for the shares of Common Stock upon
the exercise of this Option. The Common Stock issuable upon the due exercise of
this Option, will, upon issuance in accordance with the terms hereof, be duly
authorized, validly issued, fully paid and non-assessable.

                  (c) Upon exercise of the Option, the Company shall have the
right to require the Optionee to remit to the Company an amount sufficient to
satisfy federal, state and local tax withholding requirements prior to the
delivery of any certificate for shares of Company Common Stock purchased
pursuant to the Option, if in the opinion of counsel to the Company such
withholding is required under applicable tax laws.

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                  (d) An Optionee who is obligated to pay the Company an amount
required to be withheld under applicable tax withholding requirements may pay
such amount (i) in cash; (ii) in the discretion of the Administrator, through
the delivery to the Company of previously-owned shares of Common Stock having an
aggregate Fair Market Value equal to the tax obligation provided that the
previously owned shares delivered in satisfaction of the withholding obligations
must have been held by the Optionee for at least six (6) months; (iii) in the
discretion of the Administrator, through the withholding of shares of Common
Stock otherwise issuable to the Optionee in connection with the Option exercise;
or (iv) in the discretion of the Administrator, through a combination of the
procedures set forth in subsections (i), (ii) and (iii) of this Paragraph 8(d).

         9. NOTICES.

                  (a) Whenever the Exercise Price or number of shares
purchasable hereunder shall be adjusted pursuant to Section 11 hereof, the
Company shall issue a certificate signed by its Chief Financial Officer setting
forth, in reasonable detail, the event requiring the adjustment, the amount of
the adjustment, the method by which such adjustment was calculated, and the
Exercise Price and number of shares purchasable hereunder after giving effect to
such adjustment, and shall cause a copy of such certificate to be mailed (by
first-class mail, postage prepaid) to the Holder of this Option.

                  (b) All notices, advices and communications under this Option
shall be deemed to have been given, (i) in the case of personal delivery, on the
date of such delivery and (ii) in the case of mailing, on the third business day
following the date of such mailing, addressed as follows:

                           If to the Company:

                           Osage Systems Group, Inc.
                           1661 East Camelback Road
                           Suite 345
                           Phoenix, AR  85016




                           and to the Holder:

                           at the address of the Holder appearing on the books
                           of the Company or the Company's transfer agent, if
                           any.

         Either of the Company or the Holder may from time to time change the
address to which notices to it are to be mailed hereunder by notice in
accordance with the provisions of this Paragraph 9.

         10. AMENDMENTS.

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                  (a) Any term of this Option may be amended with the written
consent of the Company and the Holder. Any amendment effected in accordance with
this Section 10 shall be binding upon the Holder, each future holder and the
Company.

                  (b) No waivers of, or exceptions to, any term, condition or
provision of this Option, in any one or more instances, shall be deemed to be,
or construed as, a further or continuing waiver of any such term, condition or
provision.

         11. ADJUSTMENTS. The number of Shares of Common Stock purchasable
hereunder and the Exercise Price is subject to adjustment from time to time upon
the occurrence of certain events, as follows:

                  11.1. REORGANIZATION, MERGER OR SALE OF ASSETS. If at any time
while this Option, or any portion thereof, is outstanding and unexpired there
shall be (i) a reorganization (other than a combination, reclassification,
exchange or subdivision of shares otherwise provided for herein), (ii) a merger
or consolidation of the Company with or into another corporation in which the
Company is not the surviving entity, or a merger in which the Company is the
surviving entity but the shares of the Company's capital stock outstanding
immediately prior to the merger are converted by virtue of the merger into other
property, whether in the form of securities, cash or otherwise, or (iii) a sale
or transfer of substantially all of the Company's properties and assets as, or
substantially as, an entirety to any other person, then, as a part of such
reorganization, merger, consolidation, sale or transfer, lawful provision shall
be made so that the holder of this Option shall upon such reorganization,
merger, consolidation or sale or transfer, have the right by exercising such
Option, to purchase the kind and number of shares of Common Stock or other
securities or property (including cash) otherwise receivable upon such
reorganization, merger, consolidation or sale or transfer by a holder of the
number of shares of Common Stock that might have been purchased upon exercise of
such Option immediately prior to such reorganization, merger, consolidation or
sale or transfer. The foregoing provisions of this Section 11.1 shall similarly
apply to successive reorganizations, consolidations, mergers, sales and
transfers and to the stock or securities of any other corporation that are at
the time receivable upon the exercise of this Option. If the per-share
consideration payable to the Holder hereof for shares in connection with any
such transaction is in a form other than cash or marketable securities, then the
value of such consideration shall be determined in good faith by the Company's
Board of Directors. In all events, appropriate adjustment (as determined in good
faith by the Company's Board of Directors) shall be made in the application of
the provisions of this Option with respect to the rights and interests of the
Holder after the transaction, to the end that the provisions of this Option
shall be applicable after that event, as near as reasonably may be, in relation
to any shares or other property deliverable after that event upon exercise of
this Option.

                  11.2. RECLASSIFICATION. If the Company, at any time while this
Option, or any portion thereof, remains outstanding and unexpired, by
reclassification of securities or otherwise, shall change any of the securities
as to which purchase rights under this Option exist into the same or a different
number of securities of any other class or classes, this Option shall thereafter
represent the right to acquire such number and kind of securities as would have
been issuable as the result of such change with respect to the securities that
were subject to the purchase rights under this Option immediately prior to such
reclassification or other change and the Exercise

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Price therefor shall be appropriately adjusted, all subject to further
adjustment as provided in this Section 11.

                  11.3. SPLIT, SUBDIVISION OR COMBINATION OF SHARES. If the
Company at any time while this Option, or any portion thereof, remains
outstanding and unexpired shall split, subdivide or combine the securities as to
which purchase rights under this Option exist, into a different number of
securities of the same class, the Exercise Price and the number of shares
issuable upon exercise of this Option shall be proportionately adjusted.

                  11.4. ADJUSTMENTS FOR DIVIDENDS IN STOCK OR OTHER SECURITIES
OR PROPERTY. If while this Option, or any portion hereof, remains outstanding
and unexpired the holders of the securities as to which purchase rights under
this Option exist at the time shall have received, or, on or after the record
date fixed for the determination of eligible Stockholders, shall have become
entitled to receive, without payment therefor, other or additional stock or
other securities or property (other than cash) of the Company by way of
dividend, then and in each case, this Option shall represent the right to
acquire, in addition to the number of shares of the security receivable upon
exercise of this Option, and without payment of any additional consideration
therefor, the amount of such other or additional stock or other securities or
property (other than cash) of the Company that such holder would hold on the
date of such exercise had it been the holder of record of the security
receivable upon exercise of this Option on the date hereof and had thereafter,
during the period from the date hereof to and including the date of such
exercise, retained such shares and/or all other additional stock, other
securities or property available by this Option as aforesaid during such period.

                  11.5 The Company will not, by any voluntary action, avoid or
seek to avoid the observance or performance of any of the terms to be observed
or performed hereunder by the Company, but will at all times in good faith
assist in the carrying out of all the provisions of this Section 11 and in the
taking of all such action as may be necessary or appropriate in order to protect
the rights of the Holders of this Option against impairment.

         12. SEVERABILITY. Whenever possible, each provision of this Option
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Option is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
the validity, legality or enforceability of any other provision of this Option
in such jurisdiction or affect the validity, legality or enforceability of any
provision in any other jurisdiction, but this Option shall be reformed,
construed and enforced in such jurisdiction as if such invalid, illegal or
unenforceable provision had never been contained herein.

         13. GOVERNING LAW. The corporate law of the State of Delaware shall
govern all issues and questions concerning the relative rights of the Company
and its stockholders. All other questions concerning the construction, validity,
interpretation and enforceability of this Option and the exhibits and schedules
hereto shall be governed by, and construed in accordance with, the laws of the
State of Delaware, without giving effect to any choice of law or conflict of law
rules or provisions (whether of the State of Delaware or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the
State of Delaware.

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         14. JURISDICTION. The Holder and the Company agree to submit to
personal jurisdiction and to waive any objection as to venue in the federal or
state courts in the City in which the headquarters of the Company is located,
which as of the date hereof is San Diego, California. Service of process on the
Company or the Holder in any action arising out of or relating to this Option
shall be effective if mailed to such party at the address listed in Section 9
hereof.

         15. ARBITRATION. If a dispute arises as to interpretation of this
Option, it shall be decided finally by three arbitrators in an arbitration
proceeding conforming to the Rules of the American Arbitration Association
applicable to commercial arbitration. The arbitrators shall be appointed as
follows: one by the Company, one by the Holder and the third by the said two
arbitrators, or, if they cannot agree, then the third arbitrator shall be
appointed by the American Arbitration Association. The third arbitrator shall be
chairman of the panel and shall be impartial. The arbitration shall take place
in the City in which the headquarters of the Company is located, which as of the
date hereof is Phoenix, Arizona. The decision of a majority of the Arbitrators
shall be conclusively binding upon the parties and final, and such decision
shall be enforceable as a judgment in any court of competent jurisdiction. Each
party shall pay the fees and expenses of the arbitrator appointed by it, its
counsel and its witnesses. The parties shall share equally the fees and expenses
of the impartial arbitrator.

         16. CORPORATE POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS. The
execution, delivery and performance by the Company of this Agreement: (i) are
within the Company's corporate power; (ii) have been duly authorized by all
necessary or proper corporate action; (iii) are not in contravention of the
Company's certificate of incorporation or by-laws; (iv) will not violate in any
material respect, any law or regulation, including any and all Federal and state
securities laws, or any order or decree of any court or governmental
instrumentality; and (v) will not, in any material respect, conflict with or
result in the breach or termination of, or constitute a default under any
agreement or other material instrument to which the Company is a party or by
which the Company is bound.

         17. SUCCESSORS AND ASSIGNS. This Option shall inure to the benefit of
and be binding on the respective successors, assigns and legal representatives
of the Holder and the Company.

         IN WITNESS WHEREOF, the Company has caused this Option to be executed
by its officers thereunto duly authorized.

Dated:  June 10, 1998

                                 OSAGE SYSTEMS GROUP, INC.



                                 BY: /s/ Jack Leadbeater
                                     -------------------
                                      Jack Leadbeater, Chief Executive Officer

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Accepted and Acknowledged:


/s/ Phil Carter
---------------
Phil Carter

                                       11
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                               NOTICE OF EXERCISE

TO:  [_____________________________]

         (1) The undersigned hereby elects to purchase _______ shares of Common
Stock of Osage Systems Group, Inc. pursuant to the terms of the attached Option,
and tenders herewith payment of the purchase price for such shares in full in
the following manner (please check one of the following choices):

         / /      In Cash

         / /      Cashless exercise through a broker; or

         / /      Delivery of previously owned Shares.

         (2) In exercising this Option, the undersigned hereby confirms and
acknowledges that the shares of Common Stock to be issued upon conversion
thereof are being acquired solely for the account of the undersigned and not as
a nominee for any other party, and for investment (unless such shares are
subject to resale pursuant to an effective prospectus), and that the undersigned
will not offer, sell or otherwise dispose of any such shares of Common Stock
except under circumstances that will not result in a violation of the Securities
Act of 1933, as amended, or any state securities laws.

         (3) Please issue a certificate or certificates representing said shares
of Common Stock in the name of the undersigned or in such other name as is
specified below:




                                           -----------------------------------
                                           (Name)


                                           -----------------------------------
                                           (Name)

--------------------------                 -----------------------------------
(Date)                                     (Signature)

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