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                                                                    EXHIBIT 10.5

                            STARNET FINANCIAL, INC.
                             1999 STOCK OPTION PLAN



        On October 4, 1999, the Board of Directors of StarNet Financial, Inc.
adopted the following 1999 Stock Option Plan:

        1. PURPOSE. The purpose of the Plan is to provide Key Employees,
non-employee directors, independent contractors and consultants with a
proprietary interest in the Company through the granting of Options which will:

        (a) increase the interest of the Key Employees, non-employee directors,
independent contractors and consultants in the Company's welfare;

        (b) furnish an incentive to the Key Employees, non-employee directors,
independent contractors and consultants to continue their services for the
Company; and

        (c) provide a means through which the Company may attract able persons
to enter its employ, serve on its Board and render services to it.

        2. ADMINISTRATION. The Plan will be administered by the Committee.

        3. PARTICIPANTS. The Committee may, from time to time, select the
particular Key Employees, non-employee directors, independent contractors and
consultants of the Company and its Subsidiaries to whom Options are to be
granted, and who will, upon such grant, become Participants in the Plan. The
Committee has the authority, in its complete discretion, to grant Options to
Participants. A Participant may be granted more than one Option under the Plan,
and Options may be granted at any time or times during the term of the Plan.


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        4. STOCK OWNERSHIP LIMITATION. No Incentive Option may be granted to an
Employee who owns more than 10% of the voting power of all classes of stock of
the Company or its Parent or Subsidiaries. This limitation will not apply if the
Option price is at least 110% of the fair market value of the Common Stock at
the time the Incentive Option is granted and the Incentive Option is not
exercisable more than five years from the date it is granted.

        5. SHARES SUBJECT TO PLAN. The Committee may not grant Options under the
Plan for more than 5,000,000 shares of Common Stock and may not grant Options to
any Participant for more than 5,000,000 shares of Common Stock, but these
numbers may be adjusted to reflect, if deemed appropriate by the Committee, any
stock dividend, stock split, share combination, recapitalization or the like of
or by the Company. Shares to be optioned and sold may be made available from
either authorized but unissued Common Stock or Common Stock held by the Company
in its treasury. Shares that by reason of the expiration of an Option or
otherwise are no longer subject to purchase pursuant to an Option granted under
the Plan may be re-offered under the Plan.

        6. LIMITATION ON AMOUNT. The aggregate fair market value (determined at
the date of grant) of the shares of Common Stock which any Key Employee is first
eligible to purchase in any calendar year by exercise of Incentive Options
granted under the Plan and all incentive stock option plans (within the meaning
of Section 422 of the Code) of the Company or its Parent or Subsidiaries shall
not exceed $100,000. For this purpose, the fair market value (determined at the
date of grant of each option) of the stock purchasable by exercise of an
Incentive Option (or an installment thereof) shall be counted against the
$100,000 annual limitation for a Key Employee only for the calendar year such
stock is first purchasable under the terms of the Incentive Option.

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        7. ALLOTMENT OF SHARES. The Committee shall determine the number of
shares of Common Stock to be offered from time to time by grant of Options to
Key Employees, non-employee directors, independent contractors and consultants
of the Company or its Subsidiaries. The grant of an Option to an individual
shall not be deemed either to entitle the individual to, or to disqualify the
individual from, participation in any other grant of Options under the Plan.

        8. GRANT OF OPTIONS. The Committee is authorized to grant Incentive
Options, Nonqualified Options, or a combination of both, under the Plan;
provided, however, Incentive Options may be granted only to Key Employees. The
grant of Options shall be evidenced by Option Agreements containing such terms
and provisions as are approved by the Committee, but not inconsistent with the
Plan, including (without limitation) provisions that may be necessary to assure
that any Option that is intended to be an Incentive Option will comply with
Section 422 of the Code. The Company shall execute Option Agreements upon
instructions from the Committee. Except as provided otherwise in Sections 5 and
14 of the Plan, the terms of any Option Agreement executed by the Company shall
not be amended, modified or changed without the written consent of the Company
and the Participant.

        An Option Agreement may provide that the Participant may request
approval from the Committee to exercise an Option or a portion thereof by
tendering Qualifying Shares at the fair market value per share on the date of
exercise in lieu of cash payment of the Option price.

        The Plan shall be submitted to the Company's shareholders for approval.
Options may be granted under the Plan before the shareholders of the Company
approve the Plan, and those Options will be effective when granted; but if for
any reason the shareholders of the Company do not approve the plan before one
year from the date of adoption of the Plan by the Board (the "Shareholder

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Approval Deadline"), all Incentive Options granted under the Plan before the
Shareholder Approval Deadline will be deemed to have been granted as
Nonqualified Options. No Option granted before shareholder approval may be
exercised, in whole or in part, before approval of the Plan by the shareholders
of the Company.

        9. OPTION PRICE. The Option price for an Incentive Option shall not be
less than 100% of the fair market value per share of the Common Stock (or 110%
of such amount as required by Section 4 of the Plan), and at least the par value
per share of Common Stock, on the date the Option is granted. The Option price
for a Nonqualified Option shall be, as determined by the Committee, any price
per share of the Common Stock that is greater than par value per share of the
Common Stock. For purposes of the Plan, the fair market value of a share of the
Common Stock shall be (i) if the Common Stock is traded in the over-the-counter
market or on any securities exchange, the closing price or, if applicable, the
average of the closing bid and ask prices per share of such Common Stock for the
last business day immediately before the date the Option is granted, and (ii) if
the Common Stock is not so traded, an amount determined by the Committee in good
faith using any reasonable valuation method and based on such factors as it
deems relevant to such determination.

        10. OPTION PERIOD. The Option Period will begin on the date the Option
is granted, which will be the date the Committee authorizes the Option unless
the Committee specifies a later date. No Option may terminate later than ten
years (or five years as required by Section 4 of the Plan) from the date the
Option is granted. The Committee may provide for the exercise of Options in
installments and, subject to the provisions hereof, upon such terms, conditions
and restrictions as it may determine. The Committee may provide for termination
of the Option in the case of

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termination of employment, directorship or independent contractor or consultant
relationship, or any other reason.

        11. RIGHTS IN EVENT OF DEATH OR DISABILITY. If a Participant dies or
becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to
termination of his right to exercise an Option in accordance with the provisions
of his Option Agreement, the Option Agreement may provide that it may be
exercised, to the extent of the shares with respect to which the Option could
have been exercised by the Participant on the date of his death or disability,
(i) in the case of death, by the Participant's estate or by the person who
acquired the right to exercise the Option by bequest or inheritance or by reason
of the death of the Participant, or (ii) in the case of disability, by the
Participant or his personal representative, provided the Option is exercised
prior to the date of its expiration or not more than one year from the date of
the Participant's death or disability, whichever first occurs. The date of
disability of a Participant shall be determined by the Committee.

        12. PAYMENT. Full payment for shares purchased upon exercising an Option
shall be made in cash or by check or, if the Option Agreement so permits and no
legal or regulatory requirement imposed on the Company or covenant made by the
Company is violated, by tendering Qualifying Shares at the fair market value per
share at the time of exercise, or on such other terms as are set forth in the
applicable Option Agreement. If the Common Stock is traded in the over-the-
counter market or upon any securities exchange, the Committee may permit a
Participant exercising an Option to simultaneously exercise the Option and sell
a portion of the shares acquired, pursuant to a brokerage or similar arrangement
approved in advance by the Committee, and use the proceeds from the sale as
payment of the Option price of the Common Stock being acquired by exercise of

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the Option. In addition, the Participant shall tender payment of the amount as
may be requested by the Company, if any, for the purpose of satisfying its
statutory liability to withhold federal, state or local income or other taxes
incurred by reason of the exercise of an Option. No shares may be issued until
full payment of the purchase price therefor has been made, and a Participant
will have none of the rights of a shareholder with respect to those shares until
those shares are issued to him.

        13. EXERCISE OF OPTION. Options granted under the Plan may be exercised
during the Option Period, at such times, in such amounts, in accordance with
such terms and subject to such restrictions as are set forth in the applicable
Option Agreements. In no event may an Option be exercised or shares be issued
pursuant to an Option if any requisite action, approval or consent of any
governmental authority of any kind having jurisdiction over the exercise of
Options shall not have been taken or secured.

        14. CAPITAL ADJUSTMENTS AND REORGANIZATIONS.

            (a) The number of shares of Common Stock covered by each outstanding
Option granted under the Plan and the Option price may be adjusted to reflect,
as deemed appropriate by the Board, any stock dividend, stock split, share
combination, exchange of shares, recapitalization, merger, consolidation,
separation, reorganization, liquidation or the like of or by the Company that is
effected without receipt of consideration by the Company. For this purpose, the
term "effected without receipt of consideration" shall not include conversion or
exchange of any convertible or exchangeable securities of the Company.

            (b) In the event of the proposed dissolution or liquidation of the
Company, the Board shall notify the Participant at least 20 days prior to such
proposed action. To the extent that

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an Option has not been previously exercised, such Option shall terminate
immediately before consummation of such proposed dissolution or liquidation.

            (c) If (i) the Company shall sell all or substantially all of its
assets to an entity that is not an "affiliate," as defined in Rule 405
promulgated under the Securities Act of 1933, as amended, of the Company
immediately before that sale, (ii) the Company consummates a merger,
consolidation, share exchange, or reorganization with another corporation or
other entity and, as a result of such merger, consolidation, share exchange, or
reorganization, less than a majority of the combined voting power of the
outstanding securities of the surviving entity (whether the Company or another
entity) immediately after such transaction is held in the aggregate by the
holders of securities of the Company that were entitled to vote generally in the
election of directors of the Company (or its successor) ("Voting Stock")
immediately before such transaction, or (iii) when the Common Stock is traded in
the over-the-counter market or on any securities exchange, pursuant to a tender
offer or exchange offer for securities of the Company, or in any other manner,
any person or group within the meaning of the Securities Exchange Act of 1934,
as amended (excluding any employee benefit plan, or related trust, sponsored or
maintained by the Company or any of its affiliates), acquires beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Securities
Exchange Act of 1934, as amended) of more than 50% of the Voting Stock (the
surviving corporation or purchaser described in this paragraph, the "Purchaser,"
and any such event described in this paragraph, a "Change of Control"), then the
Company shall negotiate in good faith to reach an agreement with the Purchaser
that the Purchaser will either assume the obligations of the Company under the
outstanding Options or convert the outstanding Options into options of at least
equal value as to capital stock of the Purchaser; but if such an agreement is
not reached, then the

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Options shall become fully vested and exercisable and the Company shall notify
each Participant, not later than 20 days before the effective date of such
Change of Control (except that in the case of a Change of Control under clause
(iii), notice shall be given as soon as practicable after the Change of
Control), that his Option has become fully vested and exercisable, whether or
not such Option shall then be exercisable under the terms of his Option
Agreement. Any such arrangement relating to Incentive Options shall comply with
the requirements of Section 422 of the Code and the regulations thereunder. To
the extent that the Participants exercise the Options before or on the effective
date of the Change of Control, the Company shall issue all Common Stock
purchased by exercise of those Options, and those shares of Common Stock shall
be treated as issued and outstanding for purposes of the Change of Control. Upon
a Change of Control, where the outstanding Options are not assumed by the
surviving corporation or the acquiring corporation, the Plan shall terminate,
and any unexercised Options outstanding under the Plan at that date shall
terminate.

        15. TAX WITHHOLDING. The Committee may establish such rules and
procedures as it considers desirable in order to satisfy any obligation of the
Company to withhold the statutorily prescribed minimum amount of federal income
taxes or other taxes with respect to the exercise of any Option granted under
the Plan. If the Common Stock is traded in the over-the-counter market or upon
any securities exchange, such rules and procedures may provide that the
withholding obligation shall be satisfied by the Company withholding shares of
Common Stock otherwise issuable upon exercise of an Option in shares of Common
Stock in an amount equal to the statutorily prescribed minimum withholding
applicable to the ordinary income resulting from the exercise of that Option.

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        16. NON-ASSIGNABILITY. Unless otherwise permitted by the Code and Rule
16b-3 under the Securities Exchange Act of 1934, as amended (if applicable), and
expressly permitted in the Option Agreement, an Option may not be transferred
other than by will or by the laws of descent and distribution. Except in the
case of the death or disability of a Participant, Options granted to a
Participant may be exercised only by the Participant.

        17. INTERPRETATION. The Committee shall interpret the Plan and shall
prescribe such rules and regulations in connection with the operation of the
Plan as it determines to be advisable for the administration of the Plan. The
Committee may rescind and amend its rules and regulations.

        18. AMENDMENT OR DISCONTINUANCE. The Plan may be amended or discontinued
by the Board or the Committee without the approval of the shareholders of the
Company, except that any amendment that would either materially increase the
number of securities that may be issued under the Plan or materially modify the
requirements of eligibility for participation in the Plan must be approved by
the shareholders of the Company.

        19. EFFECT OF PLAN. Neither the adoption of the Plan nor any action of
the Board or the Committee shall be deemed to give any Employee, non-employee
director, independent contractor or consultant any right to be granted an Option
to purchase Common Stock or any other rights except as may be evidenced by the
Option Agreement, or any amendment thereto, duly authorized by the Committee and
executed on behalf of the Company, and then only to the extent and on the terms
and conditions expressly set forth therein. The existence of the Plan and the
Options granted hereunder shall not affect in any way the right of the Board,
the Committee or the shareholders of the Company to make or authorize any
adjustment, recapitalization, reorganization or other change in the Company's
capital structure or its business, any merger or consolidation of

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the Company, any issue of bonds, debentures, or shares of preferred stock ahead
of or affecting Common Stock or the rights thereof, the dissolution or
liquidation of the Company or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding. Nothing contained
in the Plan or in any Option Agreement shall confer upon any Employee,
non-employee director, independent contractor or consultant any right to (i)
continue in the employ of the Company or any of its Subsidiaries, or continue as
a director, independent contractor or consultant to the Company or any of its
Subsidiaries, or (ii) interfere in any way with the right of the Company or any
of its Subsidiaries to terminate his employment, directorship or independent
contractor or consultant relationship at any time.

        20. TERM. Unless sooner terminated by action of the Board, this Plan
will terminate on October 3, 2009. The Committee may not grant Options under the
Plan after that date, but Options granted before that date will continue to be
effective in accordance with their terms.

        21. DEFINITIONS. For the purpose of the Plan, unless the context
requires otherwise, the following terms shall have the meanings indicated:

        (a) "Board" means the Board of Directors of the Company.

        (b) "Code" means the Internal Revenue Code of 1986, as amended.

        (c) "Committee" means the committee of the Board appointed to administer
the Plan or, in the absence of such a Committee, means the Board.

        (d) "Common Stock" means the Common Stock which the Company is currently
authorized to issue or may in the future be authorized to issue (as long as the
common stock varies from that currently authorized, if at all, only in amount of
par value).

        (e) "Company" means StarNet Financial, Inc., a Delaware corporation.

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        (f) "Employee" means an individual who is employed, within the meaning
of Section 3401 of the Code, by the Company or by a Subsidiary. The Committee
shall determine when an Employee's period of employment terminates and when such
period of employment is deemed to be continued during an approved leave of
absence.

        (g) "Incentive Option" means an Option granted under the Plan which
meets the requirements of Section 422 of the Code.

        (h) "Key Employee" means any Employee whose performance and
responsibilities are determined by the Committee to have a direct and
significant effect on the performance of the Company and its Subsidiaries.

        (i) "Nonqualified Option" means an Option granted under the Plan which
is not intended to be an Incentive Option.

        (j) "Option" means an option granted pursuant to the Plan to purchase
shares of Common Stock, whether granted as an Incentive Option or as a
Nonqualified Option.

        (k) "Option Agreement" means, with respect to each Option granted to a
Participant, the signed written agreement between the Participant and the
Company setting forth the terms and conditions of the Option.

        (l) "Option Period" means the period during which an Option may be
exercised.

        (m) "Parent" means any corporation in an unbroken chain of corporations
ending with the Company if, at the time of granting of the Option, each of the
corporations other than the Company owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in the chain.

        (n) "Participant" means an individual to whom an Option has been granted
under the Plan.

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        (o) "Plan" means this StarNet Financial, Inc. 1999 Stock Option Plan, as
set forth herein and as it may be amended from time to time.

        (p) "Qualifying Shares" means shares of Common Stock which either (i)
have been owned by the Participant for more than six months and have been "paid
for" within the meaning of Rule 144 promulgated under the Securities Act of
1933, as amended, or (ii) were obtained by the Participant in the public market.

        (q) "Subsidiary" means any corporation in an unbroken chain of
corporations beginning with the Company if, at the time of the granting of the
Option, each of the corporations other than the last corporation in the unbroken
chain owns stock possessing 80% or more of the total combined voting power of
all classes of stock in one of the other corporations in the chain, and
"Subsidiaries" means more than one of any of such corporations.


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