EXHIBIT 4.1


                         CATALYST SOLUTIONS GROUP, INC.

                             1998 STOCK OPTION PLAN

                      (Adopted effective as of May 5, 1998)


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                         CATALYST SOLUTIONS GROUP, INC.

                             1998 STOCK OPTION PLAN

                      (Adopted effective as of May 5, 1998)

                                    ARTICLE 1

                                  INTRODUCTION

     1.1.  Plan/Purpose.  CATALYST  SOLUTIONS  GROUP,  INC. (the  "Company") has
adopted the CATALYST  SOLUTIONS GROUP,  INC. 1998 STOCK OPTION PLAN (the "Plan")
to  encourage  ownership of the  Company's  common  stock by its  employees  and
employees  of  its  subsidiaries,  to  provide  additional  incentive  for  such
employees  to  promote  the  success  of the  business  of the  Company  and its
subsidiaries,  and to attract individuals to enter the employ of the Company and
its  subsidiaries.  It is expected that the added interest of the  participating
employees under this Plan, and the proprietary attitude which results from their
investment  in the  Company's  common  stock,  will  promote the future  growth,
development  and  continued  success of the  Company  and its  subsidiaries.  In
addition,  it is  intended  that  options  will be  issued  under  this  Plan to
officers,  directors and  consultants  of the Company and its  subsidiaries  (or
affiliates of such persons) even though such persons may not be employees.

     1.2.  Type of  Options.  The Plan  provides  for the  grant of  options  to
purchase common stock of the Company  ("Options").  Options may be granted which
qualify for favorable tax treatment as under Section 422 of the Internal Revenue
Code of 1986, as amended ("Incentive Stock Options"), or which do not so qualify
("Nonqualified Stock Options").

     1.3. Stock Subject to the Plan. An aggregate of 500,000 shares of $0.01 par
value common stock of the Company  shall be reserved for issue upon the exercise
of  Options  granted  under  the Plan,  which  number  represents  approximately
fifty-five  percent  (55%) of the fully  diluted  shares of common  stock of the
Company as of May 5, 1998.  Shares  reserved under the Plan may include whole or
fractional  shares,  as determined by the Board of Directors of the Company (the
"Board") in its sole discretion. If any Option is exercised, the Company may use
either  authorized  but  unissued  shares or  shares  held in  treasury  in lieu
thereof.  If any Option expires or terminates for any reason without having been
exercised in full, the unpurchased  shares subject to such Option shall again be
available for the purposes of the Plan.

     1.4. Effective  Date/Shareholder  Approval. The Plan shall become effective
as of May 5, 1998 (the "Effective Date"); provided,  however, that no Option may
be  exercised  in whole or in part until this Plan is  approved by the Board and
the shareholders of the Company.

     1.5.  Governing Law. The Plan shall be governed by the laws of the State of
Missouri, without regard to conflict of law principles.




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                                    ARTICLE 2

                                 ADMINISTRATION

     2.1. Generally. The Plan shall be administered by the Board. Subject to the
express provisions of the Plan, the Board shall have the authority,  in its sole
discretion,  to determine the individuals to whom Options shall be granted,  the
number of shares  subject  to each  Option,  the  purchase  price of the  shares
subject to each Option,  the time or times at which Options shall be granted and
the term and other conditions of each Option, and also to construe and interpret
the Plan, to make  determinations  in administration of the Plan, to make, amend
and rescind rules and regulations regarding the Plan and its administration,  to
determine the terms and  provisions of the  respective  stock option  agreements
(which need not be identical), and to take whatever action is necessary to carry
out the purposes of the Plan. The Board's actions and  determinations on matters
referred to in this Section shall be conclusive on all persons whomsoever.

     2.2.  Liability of Board  Members.  No act or failure to act on the part of
the Board or the Board, or on the. part of any member  thereof,  shall result in
any liability whatsoever if taken in good faith, and the Company shall indemnify
and  hold  harmless  each  member  of the  Board  against  any  cost or  expense
(including counsel fees) or liability (including any sum paid in settlement of a
claim with the approval of the Board)  arising out of any act or omission to act
in connection  with the Plan,  unless  arising out of such person's own fraud or
bad faith.

                                    ARTICLE 3

                         ELIGIBILITY TO RECEIVE OPTIONS

     3.1. In General.  An Option may be granted  under the Plan to any full-time
employee of the Company or of any of its subsidiaries and to officers, directors
or  consultants  of the Company or any of its  subsidiaries  (but  excluding any
other parties who are not common law employees). In making a determination as to
persons  to whom  Options  shall be  granted  under the Plan,  and the number of
shares to be covered by such  Options,  the Board shall take into  consideration
the nature of the  service  rendered  or to be  rendered  by the  Optionee,  the
Optionee's present and potential contributions to the success of the Company and
its  subsidiaries,  and such other  factors as the Board shall deem  relevant in
accomplishing the purposes of the Plan. Any and all  determinations  made by the
Board pursuant to this section shall be binding upon all persons.

     3.2.  Special Rule for 10%  Shareholders.  No Incentive Stock Option may be
granted  under the Plan to any  person who  immediately  before  such  Option is
granted owns stock  possessing more than ten percent (10%) of the total combined
voting  power  of  all  classes  of  stock  of  the  Company  or of  any  of its
subsidiaries  unless at the time such Option is granted  the Option  price is at
least  one-hundred  and ten percent (110%) of the fair market value of the stock
subject to the Option, and such Option by its terms is not exercisable after the
expiration  of five (5) years  from the date such  Option  is  granted.  For the
purpose of this Section, an employee shall be deemed to own stock which is owned
by the employee's siblings, spouse, ancestors and lineal descendants.




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     3.3.  Multiple/Successive  Options.  An  employee  who has been  granted an
Option under the Plan may be granted an additional  Option or Options  hereunder
at any time, if otherwise eligible under the provisions of the Plan.  Successive
Option grants may be made to any holder of an Option under the Plan.

     3.4. Options Conditioned on Future Employment.  An Option may be granted to
an individual upon the condition that such individual will become an employee of
the Company or any of its  subsidiaries  or contingent  upon the  fulfillment of
other  conditions,  such as the  Company's  attainment  of a specified  level of
profitability;   provided,   however,  that  an  Option  conditioned  on  future
employment shall be deemed to have been granted only on the date such individual
becomes an employee.

     3.5.  Effect of  Option  Grant.  Nothing  contained  in this Plan  shall be
construed  to limit the right of the  Company to grant stock  options  otherwise
than  under  the Plan in  connection  with the  employment  of any  person,  the
acquisition of any corporation,  firm or association,  or the business or assets
thereof  (including  stock  options  granted  to  employees  thereof  who become
employees of the Company or a subsidiary), or other proper corporate purposes.

     3.6 Investment  Representations.  The Company may in its discretion require
that an Optionee,  as a condition to receiving stock pursuant to the exercise of
an Option,  make certain  representations  regarding the status of such Optionee
and his  investment  intentions,  and may place a legend on such Option,  and on
certificates  evidencing stock acquired upon exercise of such Option, to reflect
any  transfer  restriction  that  may be  appropriate  under  federal  or  state
securities laws.

                                    ARTICLE 4

                         TERMS AND CONDITIONS OF OPTIONS

     4.1.  Option Price.  The purchase price of the stock subject to each Option
granted  hereunder  shall be  determined  by the Board,  but,  in the case of an
Incentive Stock Option, shall not be less than one hundred percent (100%) of the
fair market value of the stock at the time of the grant of the Option; provided,
however,  that the purchase  price of the stock  subject to an  Incentive  Stock
Option  granted to an employee who owns stock  possessing  more than ten percent
(10%) of the total combined  voting power of all classes of stock of the Company
shall be not less than that  specified  in Section  3.2.  The Board  shall adopt
criteria for the  determination of the fair market value of stock subject to any
Option granted pursuant to this Plan.

     4.2.  Option  Term.  The term of each  Option  granted  hereunder  shall be
determined by the Board,  but, in the case of an Incentive  Stock Option,  shall
not be more than ten (10) years from the date of granting  thereof.  The term of
an Incentive Stock Option granted to an employee who owns stock  possessing more
than ten  percent  (10%) of the total  combined  voting  power of all classes of
stock of the  Company  shall be not more than that  specified  in  Section  3.2.
Subject to the  restrictions of Articles 6, 7 and 8, and any other  restrictions
and conditions as the Board




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shall in each  instance  specify  (which  need not be uniform for all parties to
whom Options are granted), an Option shall be exercisable at any time within its
term.

     4.3. Option Amount.  The aggregate fair market value  (determined as of the
time the Option is granted) of the stock with respect to which  Incentive  Stock
Options are  exercisable  for the first time by an Optionee  during any calendar
year (under all plans of the Company and its subsidiaries)  shall not exceed one
hundred thousand dollars ($100,000).

     4.4.  Vesting.  An Option  granted  under the Plan shall vest in accordance
with the terms of the agreement  under which the  individual  Option is granted,
which terms shall be determined by the Board.

     4.5.  Transferability.  An Option  granted  under the Plan,  including  the
exercise  of the right to  request  payment  in lieu of  exercise  of the Option
pursuant to Section 6.3, shall be non-transferable by the Optionee other than by
will or the laws of descent and  distribution,  and shall be exercisable  during
the  Optionee's  lifetime only by the  Optionee,  unless the Optionee is under a
legal  disability,  in which case it may be  exercised  by the  Optionee's  duly
appointed legal representative.

                                    ARTICLE 5

                     DATE OF GRANT AND ACCEPTANCE OF OPTION

     5.1 Date of Grant. Subject to Section 3.4, the grant of an Option under the
Plan  shall  take  place on or as of the date the  Board  grants an  employee  a
particular Option;  provided,  however,  that if the resolution or other written
determination  of the Board  specifies that an Option is to be granted as of and
at some future date, the date of grant shall be such future date.

     5.2  Acceptance  of Option.  Within ten business days after the grant of an
Option,  the Company  shall  notify the  Optionee of the grant of the Option and
shall mail or otherwise deliver to the Optionee a Stock Option  Agreement,  duly
executed on behalf of the Company,  with the request  that the Optionee  execute
such Agreement within thirty days after the date of mailing,  or other delivery,
by the Company to the Optionee. If the Optionee shall fail to execute and return
to the Company such Agreement within such thirty-day  period, the Option granted
pursuant to the Agreement shall be automatically terminated.

                                    ARTICLE 6

                               EXERCISE OF OPTIONS

     6.1.  In General.  Except as  provided  in Article 7, and unless  otherwise
provided in the terms of the agreement  under which the Option is granted,  each
Option  shall be  exercisable  in whole or in part  only on the first day of the
fiscal  year of the  Company;  provided,  however,  that an Option  shall not be
exercisable prior to the time the Option vests in accordance with Section 4.4.




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     6.2.  Manner of Exercise.  To the extent that the right to purchase  shares
under an Option is exercisable,  the right may be exercised from time to time by
written  notice to the Company  stating  the number and  identity of shares with
respect to which the Option is being  exercised,  accompanied  by payment either
(i) in cash,  (ii) in the  discretion of the Board,  by tender to the Company of
shares of the common stock of the Company,  owned by the Optionee and registered
in the  Optionee's  name,  having a fair market value equal to the cash exercise
price of the Option being exercised, or (iii) in the discretion of the Board, by
any combination of (i) and (ii) hereof.  The fair market value of stock tendered
as payment shall be determined  according to the criteria for  determining  fair
market value  adopted by the Board or as may be required in order to comply with
or to conform to the requirements of any applicable laws or regulations.

     6.3. Cash Payment Option.  An Optionee may, instead of exercising an Option
in the manner  specified in Section 6.2,  request that the Board  authorize  the
payment to the Optionee of the difference  between the fair market value of part
or all of the stock which is the subject of the Option and the exercise price of
the Option, such differences to be determined as of the close of business on the
date the Board  receives  the request from the  Optionee.  The Board in its sole
discretion may grant such a request from an Optionee with respect to part or all
of the shares of stock as to which the Option is then  exercisable  and,  to the
extent granted,  shall direct the Company to make payment to the Optionee either
in cash  or in  common  stock  of the  Company  or in any  combination  thereof,
provided,  however,  that any common stock of the Company  shall be  distributed
based upon its fair  market  value as of the close of  business  on the date the
Board received the request from the Optionee.  An Option shall be deemed to have
been  exercised  and shall be  cancelled  to the extent that the Board  grants a
request pursuant to this Section.

     6.4.  Effect on Company Books.  The proceeds of sale of stock subject to an
Option shall be added to the capital  stock account of the Company to the extent
of the par value of the shares and the excess to the account  reflecting capital
in excess of par. In the case of payments  made in shares of common stock of the
Company,  such shares  evidencing  payment shall be added to the common stock of
the Company held in its treasury  and used for  corporate  purposes as the Board
shall determine,  with appropriate  credits to the capital stock accounts of the
Company.

     6.5.  Delivery of Certificates.  After the exercise of an Option,  as above
provided,  the Company shall,  within a reasonable  time,  deliver to the person
exercising  the Option a certificate or  certificates  issued in the name of the
person who exercised the Option and such  additional  name, or names, if any, as
may  be  requested  (subject  to  the  general  policy  of  the  Company  as  to
registration of shares), for the appropriate number of shares, without liability
to the person  exercising  the Option for any  transfer  or issue tax,  state or
federal,  then payable.  Each Option  granted under the Plan shall be subject to
the  requirement  that,  if at  any  time  the  Board  shall  determine,  in its
discretion,  that the  listing,  registration  or  qualification  of the  shares
subject  to such  Option  upon any  securities  exchange  or under  any state or
Federal law, or the consent or approval of any governmental  regulatory body, is
necessary or desirable,  as a condition of, or in connection  with, the granting
of such Option or the issue or purchase of shares thereunder, no such Option may
be   exercised  in  whole  or  in  part  unless  such   listing,   registration,
qualification,




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consent or approval  shall have been effected or obtained free of any conditions
not acceptable to the Board of Directors.

     6.6.  Rights  as  Stockholder.  An  Optionee  shall  have  no  rights  as a
stockholder with respect to any shares covered by an Option except to the extent
that one or more  certificates  for shares shall have been delivered to him upon
due exercise of an Option as above provided.

     6.7 Agreements Regarding  Withholding Taxes. If the Board shall so require,
as a condition of  exercise,  each  Optionee  shall agree that no later than the
date of  exercise of any Option,  the  Optionee  will pay to the Company or make
arrangements  satisfactory to the Board regarding payment of any federal, state,
or local taxes of any kind  required by law to be withheld  upon the exercise of
such  Option.  In its  discretion,  the  Board  may  provide  for the  Company's
acceptance  or  retention of stock as payment to the Company for tax required to
be withheld by the Company.

                                    ARTICLE 7

                                DEATH OF OPTIONEE

     If an Optionee dies while an employee of the Company or a  subsidiary,  the
shares which the Optionee was entitled to purchase on the date of the Optionee's
death  under an  Option  or  Options  may be  purchased  at any time  after  the
Optionee's death by the person or persons to whom said right under the Option or
Options shall have passed by the Optionee's  will or by the  applicable  laws of
descent and distribution.  In no event shall any Option be or become exercisable
after the expiration date thereof.

                                    ARTICLE 8

                EFFECT OF MERGER, CHANGE IN CAPITALIZATION, ETC.

     8.1.  Reclassifications,  Etc.  In the  event  of any  reclassification  or
increase or decrease in the number of the issued  shares of common  stock of the
Company  by  reason  of  the  payment  of  a  stock  dividend,   a  split-up  or
consolidation of shares, a recapitalization, a combination or exchange of shares
or any like capital adjustment, then (i) the aggregate number, and the class, of
shares  reserved under the Plan shall be as though the shares  reserved had been
outstanding prior to any adjustment as aforesaid, and (ii) as to any outstanding
unexercised  Options  theretofore  granted  under  the  Plan,  there  shall be a
corresponding  adjustment  as to the class and number of shares  covered by each
Option,  and as to the  purchase  price under each  Option,  to the end that the
Optionee's  proportionate  interest shall be maintained as before the occurrence
of such event  without  change in the total  purchase  price  applicable to said
Option.

     8.2.  Reorganization,  Etc.  In the event the  Company  approves  a plan of
reorganization  or of merger into or consolidation  with any other  corporation,
the  unexercised  portion of each Option then  outstanding  under the Plan shall
thereafter  apply to such  number  and kind of  securities  as would  have  been
issuable by reason of such  reorganization,  merger or consolidation to a holder
of the number of shares  which were subject to the Option  immediately  prior to
such




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reorganization,  merger or  consolidation,  without change in the total purchase
price applicable to said Option, and such Options shall continue under the Plan.

     8.3.  Issuance of  Additional  Stock.  In the event the Company shall issue
additional  capital  stock of any class for cash or other  consideration,  there
shall be no adjustment in the number of shares  covered by  outstanding  Options
under the Plan, and no adjustment in the purchase price under such Options.

                                    ARTICLE 9

                      TERMINATION AND AMENDMENT OF THE PLAN

     9.1. Amendment/Termination.  This Plan shall terminate on the date which is
ten (10) years from the Effective Date, and no Option shall be granted hereunder
after said date, but such  termination  shall not affect any Option  theretofore
granted. The Board may at any time terminate the Plan or make such amendments to
the Plan as it shall deem  advisable  and in the best  interests  of the Company
without further action on the part of the shareholders of the Company; provided,
however,  that the Board May not,  without  approval  by (a) the  holders of all
Options  outstanding,  and (b) the  shareholders  of the Company (if required by
applicable  law),  change the maximum  number of shares for which Options may be
granted under the Plan,  the minimum  Option price,  the maximum  periods during
which Options may be granted or  exercised,  or the  provisions  relating to the
eligibility  of employees to whom Options may be granted and to the  eligibility
of members of the Board.

     9.2. Effect on Outstanding Options.  Subject to the other provisions of the
Plan, no  termination  or amendment of the Plan may,  without the consent of the
Optionee under an Option then  outstanding,  terminate such Option or materially
and adversely affect the rights of the Optionee thereunder.

                                     CATALYST SOLUTIONS GROUP, INC.


                                     By
                                        ----------------------------------------
                                        Name: Richard S. Waidmann
                                        Title:  President






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