SHARP HOLDING CORPORATION
                        2001 STOCK AND STOCK OPTION PLAN


1.        PURPOSE.  The  purpose  of  the  Sharp  Holding Corporation 2001 Stock
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     Option  Plan  ("the  Plan")  is  to  promote the financial interests of the
     Company,  its  subsidiaries and its shareholders by providing incentives in
     the  form  of  stock  and  stock  options  to  key employees, directors and
     consultants  who  contribute materially to the success and profitability of
     the  Company.  The  grants will recognize and reward outstanding individual
     performances  and  contributions  and  will give such persons a proprietary
     interest  in  the  Company,  thus  enhancing their personal interest in the
     Company's  continued  success  and progress. This Plan will also assist the
     Company  and  its  subsidiaries in attracting, retaining and motivating key
     employees  and  directors.  Stock and options may be issued under the Plan.
     The  options granted under this Plan may be either Incentive Stock Options,
     as  that  term  is  defined  in Section 422 of the Internal Revenue Code of
     1986,  as  amended,  or  Nonqualified options taxed under Section 83 of the
     Internal  Revenue  Code  of  1986,  as  amended.

          RULE  16B-3 PLAN. The Company is subject to the reporting requirements
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     of  the  Securities  Exchange Act of 1934, as amended (the "Exchange Act"),
     and therefore the Plan is intended to comply with all applicable conditions
     of  Rule 16b-3 (and all subsequent revisions thereof) promulgated under the
     Exchange  Act.  To  the  extent  any provision of the Plan or action by the
     Committee  or  the  Board  of Directors or Committee fails to so comply, it
     shall  be  deemed  null and void, to the extent permitted by law and deemed
     advisable  by  the  Committee.  In  addition, the Committee or the Board of
     Directors  may  amend  the  Plan from time to time as it deems necessary in
     order  to meet the requirements of any amendments to Rule 16b-3 without the
     consent  of  the  shareholders  of  the  Company.

          EFFECTIVE  DATE  OF PLAN. The effective date of this Plan shall be May
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     25,  2001, (the "Effective Date"). The Board of Directors shall, within one
     year  of  the  Effective  Date,  submit  the  Plan  for  approval  to  the
     shareholders  of  the  Company.  The  plan  shall be approved by at least a
     majority  of  shareholders  voting  in  person  or  by proxy at a duly held
     shareholders'  meeting,  or  if  the  provisions  of the corporate charter,
     by-laws  or applicable state law prescribes a greater degree of shareholder
     approval  for  this action, the approval by the holders of that percentage,
     at a duly held meeting of shareholders. No Incentive Option or Nonqualified
     Stock  Option  shall  be  granted  pursuant to the Plan ten years after the
     Effective  Date.  In  the  event  that  the  Plan  is  not  approved by the
     shareholders of the Company, the Plan shall be deemed to be a non-qualified
     stock  option  plan.

2.        DEFINITIONS.  The following definitions shall apply to this Plan:
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     (a)  "Affiliate"  means  any  parent  corporation  and  any  subsidiary
          corporation.  The  term  "parent  corporation"  means  any corporation
          (other  than  the Company) in an unbroken chain of corporations ending
          with the Company if, at the time of the action or transaction, each of
          the  corporations  other than the Company owns stock possessing 50% or


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          more of the total combined voting power of all classes of stock in one
          of  the  other  corporations  in  the  chain.  The  term  "subsidiary
          corporation"  means  any  corporation  (other  than the Company) in an
          unbroken  chain  of corporations beginning with the Company if, at the
          time of the action or transaction, each of the corporations other than
          the  last  corporation in the unbroken chain 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.

     (b)  "Agreement" means, individually or collectively, any agreement entered
          into  pursuant  to the Plan pursuant to which Options are granted to a
          participant.

     (c)  "Award"  means  each  of the following granted under this Plan: Stock,
          Incentive  Stock  Options  or  Nonqualified  Stock  Options.

     (d)  "Board"  means  the  board  of  directors  of  the  Company.

     (e)  "Cause" shall mean, for purposes of whether and when a participant has
          incurred  a  Termination  of  Employment  for  Cause:  (i)  any act or
          omission  which permits the Company to terminate the written agreement
          or arrangement between the participant and the Company or a Subsidiary
          or  Parent  for  Cause as defined in such agreement or arrangement; or
          (ii)  in  the  event  there is no such agreement or arrangement or the
          agreement  or arrangement does not define the term "cause," then Cause
          shall  mean  an act or acts of dishonesty by the participant resulting
          or  intending  to result directly or indirectly in gain to or personal
          enrichment  of  the  participant at the Company's expense and/or gross
          negligence  or  willful  misconduct  on  the  part of the participant.

     (f)  "Change  in  Control"  means,  for  purposes  of  this  Plans

          i.        there  shall  be consummated (i) any consolidation or merger
                    of the Company in which the Company is not the continuing or
                    surviving  corporation  or  pursuant  to which shares of the
                    Company's  common  stock  would  be  converted  into  cash,
                    securities  or  other  property,  other than a merger of the
                    Company  in  which the holders of the Company's common stock
                    immediately  prior to the merger have substantially the same
                    proportionate  ownership  of  common  stock of the surviving
                    corporation immediately  after the merger; or (ii) any sale,
                    lease,  exchange  or other transfer (in one transaction or a
                    series  of related transactions) of all or substantially all
                    of  the  assets  of  the  Company;  or

          ii.       the  shareholders  of  the Company shall approve any plan or
                    proposal  for the liquidation or dissolution of the Company;
                    or

     (g)  "Code"  means  the  Internal  Revenue  Code of 1986, as amended, final
          Treasury  Regulations  thereunder  and any subsequent Internal Revenue
          Code.


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     (h)  "Committee" means the Compensation Committee of the Board of Directors
          or  such  other  committee  designated  by  the  Board  of  Directors.

     (i)  "Common  Stock"  means  the  Common  Stock, par value per share of the
          Company  whether presently or hereafter issued, or such other class of
          shares  or securities as to which the Plan may be applicable, pursuant
          to  Section  11  herein.

     (j)  "Company"  means Sharp Holding Corporation, a Delaware corporation and
          includes any successor or assignee company corporations into which the
          Company  may be merged, changed or consolidated; any company for whose
          securities  the  securities of the Company shall be exchanged; and any
          assignee  of  or  successor  to substantially all of the assets of the
          Company.

     (k)  "Continuous  Service"  means  the  absence  of  any  interruption  or
          termination of employment with or service to the Company or any Parent
          or Subsidiary of the Company that now exists or hereafter is organized
          or  acquired  by or acquires the Company. Continuous Service shall not
          be  considered  interrupted in the case of sick leave, military leave,
          or  any other bona fide leave of absence of less than ninety (90) days
          (unless  the  participants  right  to  reemployment  is  guaranteed by
          statute  or by contract) or in the case of transfers between locations
          of the Company or between the Company, its Parent, its Subsidiaries or
          its  successors

     (l)  "Date  of  Grant"  means  the  date  on  which the Committee grants an
          Option.

     (m)  "Director"  means  any member of the Board of Directors of the Company
          or  any  Parent  or  subsidiary  of  the  Company  that  now exists or
          hereafter  is  organized  or  acquired  by  or  acquires  the Company.

     (n)  "Non  Employee  Director" means a "Non Employee Director" as that term
          is  defined  in  Rule  16b-3  under  the  Exchange  Act.

     (o)  "Eligible Persons" shall mean, with respect to the Plan, those persons
          who,  at the time that an Award is granted, are (i)officers, directors
          or  employees  of  the  Company  or  Affiliate  or (ii) consultants or
          subcontractors  of  the  Company  or  affiliate.

     (p)  "Employee" means any person employed on an hourly or salaried basis by
          the Company or any Parent or Subsidiary of the Company that now exists
          or  hereafter  is  organized  or  acquired by or acquires the Company.

     (q)  "Consultant  "  means  any  natural  person  who  is  engaged  on  an
          independent  contractor  basis,  such  as  attorneys, experts or other
          consultants,  who  provide services to the Company that are consistent
          with  the conditions that would allow the Stock related to their Award
          to  be  registered  on  Form  S-8.


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     (r)  "Exchange  Act"  means the Securities Exchange Act of 1934, as amended
          and  the  rules  and  regulations  promulgated  thereunder.

     (s)  "Fair  Market  Value"  means  (i) if the Common Stock is not listed or
          admitted to trade on a national securities exchange and if bid and ask
          prices  for  the  Common Stock are not furnished through NASDAQ or the
          OTCBB,  or  a  similar  organization,  the  value  established  by the
          Committee,  in  its sole discretion, for purposes of the Plan; (ii) if
          the  Common  Stock  is  listed  or  admitted  to  trade  on a national
          securities  exchange,  the  national  market  system or the OTCBB, the
          closing  price  of  the  Common Stock, as published in the Wall Street
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          Journal,  so  listed or admitted to trade on such date or, if there is
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          no trading of the Common Stock on such date, then the closing price of
          the  Common Stock on the next preceding day on which there was trading
          in such shares; or (iii) if the Common Stock is not listed or admitted
          to  trade  on a national securities exchange, a national market system
          or  the  OTCBB,  the mean between the bid and ask price for the Common
          Stock  on  such  date,  as  furnished  by  the National Association of
          Securities  Dealers,  Inc.  through  NASDAQ,  the  OTCBB  or a similar
          organization  if  NASDAQ  or  the  OTCBB  is  no longer reporting such
          information.  If  trading  in  the stock or a price quotation does not
          occur on the Date of Grant, the next preceding date on which the stock
          was traded or a price was quoted will determine the fair market value.

     (t)  "Incentive  Stock  Option"  means  a stock option, granted pursuant to
          either  this Plan or any other plan of the Company, that satisfies the
          requirements of Section 422 of the Code and that entitles the Optionee
          to  purchase stock of the Company or in a corporation that at the time
          of  grant of the option was a Parent or subsidiary of the Company or a
          predecessor  company  of  any  such  company.

     (u)  "Nonqualified  Stock  Option" means an Option to purchase Common Stock
          in  the  Company  granted under the Plan other than an Incentive Stock
          Option  within  the  meaning  of  Section  422  of  the  Code.

     (v)  "Option"  means  a  stock  option  granted  pursuant  to  the  Plan.

     (w)  "Option  Period"  means  the period beginning on the Date of Grant and
          ending  on the day prior to the tenth anniversary of the Date of Grant
          or  such  shorter  termination  date  as  set  by  the  Committee.

     (x)  "Optionee"  means  an  Employee  (or  Director  or  subcontractor) who
          receives  an  Option.

     (y)  "Recipient"  means  an  Employee  (or  Director  or subcontractor) who
          receives  Stock.


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     (z)  "Parent"  means  any  corporation which owns 50% or more of the voting
          securities  of  the  Company.

     (aa) "Plan"  means  this  Stock  Option Plan as may be amended from time to
          time.

     (bb) "Share"  means  the  Common  Stock,  as  adjusted  in  accordance with
          Paragraph 11 of the Plan, and/or shares of common stock issuable under
          the  Plan,  as  applicable.

     (cc) "Ten  Percent  Shareholder"  means  an individual who, at the time the
          Option  is  granted,  owns Stock possessing more than 10% of the total
          combined voting power of all classes of stock of the Company or of any
          Affiliate.  An  individual  shall  be  considered  as owning the Stock
          owned,  directly  or  indirectly,  by  or for his brothers and sisters
          (whether  by  the  whole or half blood), spouse, ancestors, and lineal
          descendants;  and  Stock  owned,  directly  or indirectly, by or for a
          corporation,  partnership,  estate,  or  trust, shall be considered as
          being  owned  proportionately by or for its shareholders, partners, or
          beneficiaries.

     (dd) "Termination"  or  "Termination of Employment" means the occurrence of
          any  act  or  event  whether  pursuant  to  an employment agreement or
          otherwise  that  actually  or  effectively  causes  or  results in the
          person's ceasing, for whatever reason, to be an officer or employee of
          the  Company  or  of  any  Subsidiary  or  Parent  including,  without
          limitation, death, disability, dismissal, severance at the election of
          the  participant,  retirement,  or  severance  as  a  result  of  the
          discontinuance,  liquidation,  sale  or transfer by the Company or its
          Subsidiaries  or  Parent  of  all  businesses owned or operated by the
          Company  or  its Subsidiaries. A Termination of Employment shall occur
          to  an  employee  who  is  employed by an Subsidiary if the Subsidiary
          shall  cease  to  be  a  Subsidiary  and  the  participant  shall  not
          immediately  thereafter  become  an  employee  of  the  Company  or  a
          Subsidiary.

     (ee) "Subsidiary"  means  any  corporation  50%  or  more  of  the  voting
          securities of which are owned directly or indirectly by the Company at
          any  time  during  the  existence  of  this  Plan.

               In addition, certain other terms used in this Plan shall have the
          definitions  given  to them in the first place in which they are used.

3.        ADMINISTRATION.
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     a.        This  Plan  will  be administered by the Committee. A majority of
               the  full  Committee  constitutes  a  quorum  for  purposes  of
               administering  the  Plan, and all determinations of the Committee
               shall  be  made by a majority of the members present at a meeting
               at  which a quorum is present or by the unanimous written consent
               of  the  Committee.


<PAGE>
     b.        If no Committee has been appointed, members of the Board may vote
               on  any  matters  affecting the administration of the Plan or the
               grant  of  any  Option  pursuant to the Plan, except that no such
               member  shall  act  on  the granting of an Option to himself, but
               such  member  may  be  counted  in determining the existence of a
               quorum  at  any meeting of the Board during which action is taken
               with  respect  to  the  granting  of  Options  to  him.

     c.        Subject to the terms of this Plan, the Committee has the sole and
               exclusive  power  to:

          i.        select  the  participants  in  this  Plan;

          ii.       establish  the  terms  of  the  Options  granted  to  each
                    participant  which  may  not  be  the  same  in  each  case;

          iii.      determine  the  total number of stock or options to grant to
                    an  Optionee or Recipient, which may not be the same in each
                    case;

          iv.       fix  the  Option period for any Option granted which may not
                    be  the  same  in  each  case;  and

          v.        make  all  other determinations necessary or advisable under
                    the  Plan.

          vi.       determine the minimum number of shares with respect to which
                    Options  may  be  exercised  in  part  at  any  time.

          vii.      The  Committee  has  the  sole  and  absolute  discretion to
                    determine  whether  the  performance of an eligible Employee
                    warrants  an  award  under  this  Plan, and to determine the
                    amount  of  the  award.

          viii.     The  Committee  has full and exclusive power to construe and
                    interpret  this  Plan,  to  prescribe  and rescind rules and
                    regulations  relating  to  this  Plan,  and take all actions
                    necessary  or  advisable  for the Plan's administration. Any
                    such  determination  made by the Committee will be final and
                    binding  on  all  persons.

     d.        A  member  of the Committee will not be liable for performing any
               act  or  making  any  determination  in  good  faith.

4.        SHARES;  SHARES  SUBJECT  TO  OPTION.  Subject  to  the  provisions of
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     Paragraph  11  of the Plan, the maximum aggregate number of Shares that may
     be  issued and/or optioned and sold under the Plan shall be 900,000 Shares.
     Such  shares  may be authorized but unissued, or may be treasury shares. If
     an  Option  shall  expire  or  become  unexercisable for any reason without
     having  been exercised in full, the unpurchased Shares that were subject to
     the  Option  shall,  unless  the Plan has then terminated, be available for
     other  Options  under  the  Plan.


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     a.        Eligible Persons.  Every Eligible Person, as the Committee in its
               ----------------
               sole  discretion  designates,  is eligible to participate in this
               Plan.  Directors  who  are  not  employees  of the Company or any
               subsidiary  or Parent shall only be eligible to receive Incentive
               Stock  Options  if  and  as  permitted  be  applicable  law  and
               regulations.  The Committee's award of an Option to a participant
               in  any year does not require the Committee to award an Option to
               that  participant  in  any other year. Furthermore, the Committee
               may  award  different  Options  to  different  participants.  The
               Committee  may  consider  such  factors  as it deems pertinent in
               selecting  participants  and  in  determining the amount of their
               Option,  including,  without  limitation;

          (i)  the  financial  condition  of  the  Company  or its Subsidiaries;

          (ii) expected  profits  for  the  current  or  future  years;

          (iii)the  contributions  of  a  prospective  participant  to  the
               profitability and success of the Company or its Subsidiaries; and

          (iv) the adequacy of the prospective participant's other compensation.

          Participants  may  include  persons  to  whom stock, stock options, or
          other  benefits  previously were granted under this or another plan of
          the  Company  or any Subsidiary, whether or not the previously granted
          benefits  have  been  fully  exercised.

     b.        No  Right  of  Employment. An Optionee's or Recipient's right, if
               -------------------------
               any,  to continue to serve the Company and its Subsidiaries as an
               Employee  will  not  be  enlarged  or  otherwise  affected by his
               designation  as  a  participant  under  this  Plan,  and  such
               designation will not in any way restrict the right of the Company
               or  any  Subsidiary, as the case may be, to terminate at any time
               the  employment  of  any

5.        REQUIREMENTS  OF  OPTION  GRANTS.  Each Option granted under this Plan
          --------------------------------
     shall  satisfy  the  following  requirements.

     a.        Written  Option.  An  Option  shall  be  evidenced  by  a written
               ---------------
               Agreement  specifying  (i)  the  number  of  Shares  that  may be
               purchased by its exercise, (ii) the intent of the Committee as to
               whether  the  Option  is  be  an  Incentive  Stock  Option  or  a
               Non-qualified  Stock  Option,  (iii)  the  Option  period for any
               Option granted and (iv) such terms and conditions consistent with
               the  Plan  as  the  Committee  shall  determine, all of which may
               differ  between  various  Optionees  and  various  Agreements.


<PAGE>
     b.        Duration  of Option. Each Option may be exercised only during the
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               Option  Period designated for the Option by the Committee. At the
               end  of  the  Option  Period  the  Option  shall  expire.

     c.        Option  Exercisability. The Committee, on the grant of an Option,
               ----------------------
               each  Option  shall  be  exercisable  only in accordance with its
               terms.

     d.        Acceleration  of  Vesting.  Subject  to the provisions of Section
               -------------------------
               5(b),  the Committee may, it its sole discretion, provide for the
               exercise  of  Options  either  as  to  an increased percentage of
               shares  per year or as to all remaining shares. Such acceleration
               of  vesting  may  be declared by the Committee at any time before
               the  end  of  the  Option Period, including, if applicable, after
               termination  of  the  Optionee's  Continuous Service by reason of
               death,  disability,  retirement  or  termination  of  employment.

     e.        Option Price. Except as provided in Section 6(a) the Option price
               ------------
               of  each  Share subject to the Option shall equal the Fair Market
               Value  of  the  Share  on  the  Option's  Date  of  Grant.

     f.        Termination  of Employment Any Option which has not vested at the
               --------------------------
               time  the Optionee ceases Continuous Service for any reason other
               than  death,  disability  or  retirement shall terminate upon the
               last  day that the Optionee is employed by the Company. Incentive
               Stock  Options must be exercised within three months of cessation
               of  Continuous  Service  for  reasons  other death, disability or
               retirement  in  order  to  qualify for Incentive Stock Option tax
               treatment.  Nonqualified Options may be exercised any time during
               the  Option  Period  regardless  of  employment  status.

     g.        Death.  In  the  case of death of the Optionee, the beneficiaries
               -----
               designated  by  the  Optionee  shall  have  one  year  from  the
               Optionee's  demise  or to the end of the Option Period, whichever
               is earlier, to exercise the Option, provided, however, the Option
               may be exercised only for the number of Shares for which it could
               have been exercised at the time the Optionee died, subject to any
               adjustment  under  Sections  5(d)  and  11.

     h.        Retirement.  Any  Option  which  has  not  vested at the time the
               ----------
               Optionee  ceases  Continuous  Service  due  to  retirement  shall
               terminate  upon the last day that the Optionee is employed by the
               Company.  Upon  retirement  Incentive  Stock  Options  must  be
               exercised  within three months of cessation of Continuous Service
               in  order  to  qualify  for Incentive Stock Option tax treatment.
               Nonqualified  Options may be exercised any time during the Option
               Period  regardless  of  employment  status


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     i.        Disability. In the event of termination of Continuous Service due
               ----------
               to  total and permanent disability (within the meaning of Section
               422  of  the  Code), the Option shall lapse at the earlier of the
               end  of the Option Period or twelve months after the date of such
               termination,  provided,  however,  the Option can be exercised at
               the  time the Optionee became disabled, subject to any adjustment
               under  Sections  5(d)  and  11.

6.        INCENTIVE  STOCK  OPTIONS.  Any  Options  intended  to  qualify  as an
          -------------------------
     Incentive Stock Option shall satisfy the following requirements in addition
     to  the  other  requirements  of  the  Plan:

     a.        Ten  Percent  Shareholders.  An  Option intended to qualify as an
               --------------------------
               Incentive  Stock Option granted to an individual who, on the Date
               of Grant, owns stock possessing more than ten (10) percent of the
               total combined voting power of all classes of stock of either the
               Company  or any Parent or Subsidiary, shall be granted at a price
               of  110  percent  of  Fair  Market Value on the Date of Grant and
               shall  be  exercised only during the five-year period immediately
               following  the  Date  of Grant. In calculating stock ownership of
               any  person,  the attribution rules of Section 425(d) of the Code
               will  apply.  Furthermore,  in  calculating  stock ownership, any
               stock  that the individual may purchase under outstanding options
               will  not  be  considered.

     b.        Limitation  on  Incentive Stock Options The aggregate Fair Market
               ---------------------------------------
               Value,  determined  on the date of Grant, of stock in the Company
               exercisable  for  the  first  time  by  any  Optionee  during any
               calendar  year, under the Plan and all other plans of the Company
               or  its  Parent or Subsidiaries (within the meaning of Subsection
               (d)  of  Section  422 of the Code) in any calendar year shall not
               exceed  $100,000.00.

     c.        Exercise of Incentive Stock Options. No disposition of the shares
               ------------------------------------
               underlying an Incentive Stock Option may be made within two years
               from  the Date of Grant nor within one year after the exercise of
               such  incentive  Stock  Option.

     d.        Approval  of  Plan. No Option shall qualify as an Incentive Stock
               ------------------
               Option  unless  this  Plan is approved by the shareholders within
               one  year  of  the  Plan's  adoption  by  the  Board.

7.        NONQUALIFIED  AND  INCENTIVE STOCK OPTIONS. Any Option not intended to
          ------------------------------------------
     qualify  as an Incentive Stock Option shall be a Nonqualified Stock Option.
     Nonqualified  Stock  Options  shall  satisfy  each  of  the requirements of
     Section  5 of the Plan. An Option intended to qualify as an Incentive Stock
     Option,  but which does not meet all the requirements of an Incentive Stock
     Option  shall  be  treated  as  a  Nonqualified  Stock  Option.


<PAGE>
8.        METHOD  OF EXERCISE. An Option granted under this Plan shall be deemed
          -------------------
     exercised  when  the  person  entitled  to exercise the Option (i) delivers
     written notice to the President of the Company of the decision to exercise,
     (ii)  concurrently tenders to the Company full payment for the Shares to be
     purchased  pursuant  to  the  exercise,  and (iii) complies with such other
     reasonable  requirements as the Committee establishes pursuant to Section 3
     of  the  Plan.  During  the  lifetime  of the Employee to whom an Option is
     granted,  such Option may be exercised only by him. Payment for Shares with
     respect  to  which  an  Option is exercised may be in cash, or by certified
     check,  or  wholly  or partially in the form of Common Stock of the Company
     having  a  fair market value equal to the Option Price. No person will have
     the  rights  of  a  shareholder with respect to Shares subject to an Option
     granted  under this Plan until a certificate or certificates for the Shares
     have  been  delivered  to  him.

          An  Option  granted  under this Plan may be exercised in increments of
     not  less  than  10%  of  the  full  number of Shares as to which it can be
     exercised.  A  partial  exercise  of an Option will not effect the holder's
     right to exercise the Option from time to time in accordance with this Plan
     as  to  the  remaining  Shares  subject  to  the  Option.

9.        TAXES.  COMPLIANCE  WITH  LAW:  APPROVAL  OF  REGULATORY  BODIES.  The
          ----------------------------------------------------------------
     Company,  if  necessary or desirable, may pay or withhold the amount of any
     tax  attributable  to  any Shares deliverable or amounts payable under this
     Plan,  and  the  Company  may  defer making delivery or payment until it is
     indemnified  to  its satisfaction for the tax. Options are exercisable, and
     Shares  can  be  delivered  and  payments  made  under  this  Plan, only in
     compliance  with  all  applicable  federal  and state laws and regulations,
     including,  without  limitation, state and federal securities laws, and the
     rules  of all stock exchanges on which the Company's stock is listed at any
     time.  An Option is exercisable only if either (i) a registration statement
     pertaining  to the Shares to be issued upon exercise of the Option has been
     flied with and declared effective by the Securities and Exchange Commission
     and  remains  effective  on the date of exercise, or (ii) an exemption from
     the  registration  requirements of applicable securities laws is available.
     This  plan does not require the Company, however, to file such registration
     statement or to assure the availability of such exemptions. Any certificate
     issued  to  evidence Shares issued under the Plan may bear such legends and
     statements,  and  shall  be  subject  to such transfer restrictions, as the
     Committee  deems advisable to assure compliance with federal and state laws
     and regulations and with the requirements of this Section 9 of the Plan. No
     Option may be exercised, and no Shares may be issued under this Plan, until
     the  Company has obtained the consent or approval of every regulatory body,
     federal  or  state,  having  jurisdiction over such matter as the Committee
     deems  advisable.

          Each Person who acquires the right to exercise an Option by bequest or
     inheritance may be required by the Committee to furnish reasonable evidence
     of ownership of the Option as a condition to his exercise of the Option. In
     addition,  the  Committee  may  require such consents and release of taxing
     authorities  as  the  Committee  deems  advisable.


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10.       ASSIGNABILITY.  An  Option granted under this Plan is not transferable
          -------------
     except  by  will or the laws of descent and distribution. The Option may be
     exercised  only  by  the  Optionee  during  the  life of the Optionee. More
     particularly,  but  without  limitation of the foregoing, the Option may be
     not  be  assigned  or transferred except as provided above and shall not be
     assignable  by  operation  of  law  and  shall not be subject to execution,
     attachment  or  similar  process.  Any  attempted  assignment,  transfer or
     distribution  contrary  to the provisions hereof shall be null and void and
     without  effect.

11.       ADJUSTMENT  UPON  CHANGE  OF  SHARES.  If  a  reorganization,  merger,
          ------------------------------------
     consolidation,  reclassification, recapitalization, combination or exchange
     of shares, stock split, stock dividend, rights offering, or other expansion
     or  contraction  of  the Common Stock of the Company occurs, the number and
     class  of  Shares for which Options are authorized to be granted under this
     Plan,  the  number  and  class of Shares then subject to Options previously
     granted  under  this Plan, and the price per Share payable upon exercise of
     each  Option outstanding under this Plan shall be equitably adjusted by the
     Committee  to  reflect  such  changes.  To  the extent deemed equitable and
     appropriate  by  the Committee or the Board, subject to any required action
     by  shareholders, in any merger, consolidation, reorganization, liquidation
     or  dissolution,  any  Option  granted  under the Plan shall pertain to the
     securities  and other property to which a holder of the number of Shares of
     stock  covered  by  the  Option  would  have  been  entitled  to receive in
     connection  with  such  event.

12.       ACCELERATIONS  OF  OPTIONS UPON CHANGE IN CONTROL. In the event that a
          -------------------------------------------------
     Change  of  Control  has  occurred with respect to the Company, any and all
     Options  will  become  fully  vested  and immediately exercisable with such
     acceleration  to occur without the requirement of any further act by either
     the  Company  or  the  participant,  subject  to  Section  9  hereof.

13.       LIABILITY  OF  THE COMPANY. The Company, its Parent and any Subsidiary
          --------------------------
     that  is in existence or hereafter comes into existence shall not be liable
     to  any  person  for  any  tax consequences expected but not realized by an
     Optionee  or  Recipient  or  other person due to the exercise of an Option.

14.       EXPENSES OF PLAN. The Company shall bear the expenses of administering
          ----------------
     the  Plan.

15.       DURATION  OF  PLAN. Options may be granted under this Plan only within
          ------------------
     10  years  from  the  effective  date  of  the  Plan.

16.       AMENDMENT,  SUSPENSION  OR TERMINATION OF PLAN. The Board of Directors
          ----------------------------------------------
     of  the  Company  may amend, terminate or suspend this Plan at any time, in
     its  sole  and  absolute  discretion; provided, however, that to the extent
     required to qualify this Plan under Rule 16b_3 promulgated under Section 16
     of  the  Exchange  Act, no amendment that would (a) materially increase the
     number  of  shares  of  Stock  that  may  be  issued  under  this Plan, (b)
     materially  modify  the requirements as to eligibility for participation in
     this  Plan,  or  (c) otherwise materially increase the benefits accruing to
     participants  under  this  Plan,  shall be made without the approval of the
     Company's  shareholders;  provided  further,  however,  that  to the extent
     required  to maintain the status of any Incentive Option under the Code, no
     amendment  that  would  (a)  change the aggregate number of shares of Stock


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     which  may  be  issued  under  Incentive  Options,  (b) change the class of
     employees eligible to receive Incentive Options, or (c) decrease the Option
     price for Incentive Options below the Fair Market Value of the Stock at the
     time  it  is  granted,  shall be made without the approval of the Company's
     shareholders.  Subject  to  the  preceding sentence, the Board of Directors
     shall have the power to make any changes in the Plan and in the regulations
     and  administrative  provisions  under  it  or in any outstanding Incentive
     Option  as  in  the  opinion of counsel for the Company may be necessary or
     appropriate  from time to time to enable any Incentive Option granted under
     this Plan to continue to qualify as an incentive stock option or such other
     stock option as may be defined under the Code so as to receive preferential
     federal  income tax treatment. Notwithstanding the foregoing, no amendment,
     suspension  or  termination  of  the Plan shall act to impair or extinguish
     rights in Options already granted at the date of such amendment, suspension
     or  termination.

17.       FORFEITURE.  Notwithstanding any other provisions of this Plan, if the
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     Committee  finds  by  a majority vote after full consideration of the facts
     that an Eligible Person, before or after termination of his employment with
     the  Company  or  an  Affiliate  for any reason (a) committed or engaged in
     fraud, embezzlement, theft, commission of a felony, or proven dishonesty in
     the  course of his employment by the Company or an Affiliate, which conduct
     damaged the Company or Affiliate, or disclosed trade secrets of the Company
     or  an  Affiliate,  or  (b)  participated,  engaged  in  or had a material,
     financial  or  other  interest,  whether as an employee, officer, director,
     consultant, contractor, shareholder, owner, or otherwise, in any commercial
     endeavor  anywhere which is competitive with the business of the Company or
     an  Affiliate  without the written consent of the Company or Affiliate, the
     Eligible  Person  shall  forfeit  all  unissued Shares, and all outstanding
     Options,  including  all exercised Options and other situations pursuant to
     which  the  Company  has  not yet delivered a stock certificate. Clause (b)
     shall  not be deemed to have been violated solely by reason of the Eligible
     Person's  ownership  of  stock  or  securities  of  any  publicly  owned
     corporation,  if that ownership does not result in effective control of the
     corporation.

          The  decision  of  the  Committee  as  to  the  cause of an Employee's
     discharge,  the  damage done to the Company or an Affiliate, and the extent
     of an Eligible Person's competitive activity shall be final. No decision of
     the  Committee,  however, shall affect the finality of the discharge of the
     Employee  by  the  Company  or  an  Affiliate  in  any  manner.

18.       INDEMNIFICATION  OF  THE  COMMITTEE  AND  THE BOARD OF DIRECTORS. With
          ----------------------------------------------------------------
     respect  to  administration  of this Plan, the Company shall indemnify each
     present  and  future  member  of  the  Committee and the Board of Directors
     against,  and each member of the Committee and the Board of Directors shall
     be  entitled  without further act on his part to indemnity from the Company
     for,  all  expenses (including attorney's fees, the amount of judgments and
     the  amount  of approved settlements made with a view to the curtailment of
     costs  of  litigation,  other  than  amounts  paid  to  the Company itself)


<PAGE>
     reasonably incurred by him in connection with or arising out of any action,
     suit,  or  proceeding in which he may be involved by reason of his being or
     having  been  a  member  of  the  Committee  and/or the Board of Directors,
     whether  or  not  he  continues  to be a member of the Committee and/or the
     Board  of  Directors  at  the  time  of  incurring the expenses, including,
     without limitation, matters as to which he shall be finally adjudged in any
     action, suit or proceeding to have been found to have been negligent in the
     performance  of  his  duty  as  a  member  of the Committee or the Board of
     Directors.  However, this indemnity shall not include any expenses incurred
     by  any member of the Committee and/or the Board of Directors in respect of
     matters  as  to  which  he shall be finally adjudged in any action, suit or
     proceeding to have been guilty of gross negligence or willful misconduct in
     the  performance  of his duty as a member of the Committee and the Board of
     Directors.  In  addition, no right of indemnification under this Plan shall
     be available to or enforceable by any member of the Committee and the Board
     of  Directors  unless, within 60 days after institution of any action, suit
     or  proceeding, he shall have offered the Company the opportunity to handle
     and  defend  same  at  its  own  expense. The failure to notify the Company
     within  60 days shall only affect a Director or committee member's right to
     indemnification  if  said failure to notify results in an impairment of the
     Company's  rights  or  is  detrimental  to  the  Company.  This  right  of
     indemnification  shall  inure  to  the  benefit  of the heirs, executors or
     administrators  of  each member of the Committee and the Board of Directors
     and  shall  be  in  addition  to  all other rights to which a member of the
     Committee  and  the  Board of Directors may be entitled as a matter of law,
     contract,  or  otherwise.

19.       GENDER. If the context requires, words of one gender when used in this
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     Plan  shall  include  the  others  and words used in the singular or plural
     shall  include  the  other.

20.       HEADINGS.  Headings  of  Articles  and  Sections  are  included  for
          --------
     convenience  of  reference  only and do not constitute part of the Plan and
     shall  not  be  used  in  construing  the  terms  of  the  Plan.

21.       OTHER  COMPENSATION  PLANS. The adoption of this Plan shall not affect
          --------------------------
     any other stock option, incentive or other compensation or benefit plans in
     effect  for  the  Company or any Affiliate, nor shall the Plan preclude the
     Company  from  establishing  any  other  forms  of  incentive  or  other
     compensation  for  employees  of  the  Company  or  any  Affiliate.

22.       OTHER  OPTIONS  OR  AWARDS. The grant of an Option or Awards shall not
          --------------------------
     confer  upon  the  Eligible Person the right to receive any future or other
     Options  or Awards under this Plan, whether or not Options or Awards may be
     granted  to  similarly  situated  Eligible Persons, or the right to receive
     future  Options  or  Awards upon the same terms or conditions as previously
     granted.

23        GOVERNING  LAW.  The  provisions  of  this  Plan  shall  be construed,
          --------------
     administered,  and  governed  under  the  laws  of  the  State  of  Texas.


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