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                                                                  EXHIBIT 10.4


                   ADESSO SPECIALTY SERVICES ORGANIZATION INC.

                             1997 STOCK OPTION PLAN

                            ADOPTED FEBRUARY 20, 1997

                             AMENDED AUGUST 31, 1998

1.   Purposes.

(a)  The purpose of the Plan is to provide a means by which selected Employees
     and Directors of and Consultants to the Company, and its Affiliates, may be
     given an opportunity to purchase stock of the Company.

(b)  The Company, by means of the Plan, seeks to retain the services of persons
     who are now Employees or Directors of or Consultants to the Company or its
     Affiliates, to secure and retain the services of new Employees, Directors
     and Consultants, and to provide incentives for such persons to exert
     maximum efforts for the success of the Company and its Affiliates.

(c)  The Company intends that the Options issued under the Plan shall, in the
     discretion of the Board or any Committee to which responsibility for
     administration of the Plan has been delegated pursuant to subsection 3(c),
     be either Incentive Stock Options or Nonstatutory Stock Options. All
     Options shall be separately designated Incentive Stock Options or
     Nonstatutory Stock Options at the time of grant, and in such form as issued
     pursuant to Section 6, and a separate certificate or certificates will be
     issued for shares purchased on exercise of each type of Option.

2.   Definitions.

(a)  "Affiliate" means any parent corporation or subsidiary corporation, whether
     now or hereafter existing, as those terms are defined in Sections 424(e)
     and (f) respectively, of the Code.

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

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

(d)  "Committee" means a Committee appointed by the Board in accordance with
     subsection 3(c) of the Plan.

(e)  "Company" means ADESSO Specialty Services Organization Inc., a California
     corporation.

(f)  "Consultant" means any person, including an advisor, engaged by the Company
     or an Affiliate to render consulting services and who is compensated for
     such services, provided that the term "Consultant" shall not include
     Directors who are paid only a director's fee by the Company or who are not
     compensated by the Company for their services as Directors.

(g)  "Continuous Status as an Employee, Director or Consultant" means that the
     service of an individual to the Company, or an Affiliate, whether as an
     Employee, Director or Consultant is not interrupted or terminated. The
     Board, in its sole discretion, may determine whether Continuous Status as
     an Employee, Director or Consultant shall be considered interrupted in the
     case of: (i) any leave of absence approved by the Board, including sick
     leave, military leave, or any other personal leave; or (ii) transfers
     between the Company, Affiliates or their successors.


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(h)  "Covered Employee" means the chief executive officer and the four (4) other
     highest compensated officers of the Company for whom total compensation is
     required to be reported to shareholders under the Exchange Act, as
     determined for purposes of Section 162(m) of the Code.

(i)  "Director" means a member of the Board.

(j)  "Employee" means any person, including Officers and Directors, employed by
     the Company or any Affiliate of the Company. Neither service as a Director
     nor payment of a director's fee by the Company shall be sufficient to
     constitute "employment" by the Company.

(k)  "Exchange Act" means the Securities Exchange Act of 1934, as amended.

(l)  "Fair Market Value" means, as of any date, the value of the common stock of
     the Company determined as follows and in each case in a manner consistent
     with Section 260.140.50 of Title 10 of the California Code of Regulations:

          (1)  If the common stock is listed on any established stock exchange
               or traded on the Nasdaq National Market or the Nasdaq SmallCap
               Market, the Fair Market Value of a share of common stock shall be
               the closing sales price for such stock (or the closing bid, if no
               sales were reported) as quoted on such exchange or market (or the
               exchange or market with the greatest volume of trading in the
               Company's common stock) on the last market trading day prior to
               the day of determination, as reported in The Wall Street Journal
               or such other source as the Board deems reliable.

          (2)  In the absence of such markets for the common stock, the Fair
               Market Value shall be determined in good faith by the Board.

(m)  "Incentive Stock Option" means an Option intended to qualify as an
     incentive stock option within the meaning of Section 422 of the Code and
     the regulations promulgated thereunder.

(n)  "Nonstatutory Stock Option" means an Option not intended to qualify as an
     Incentive Stock Option.

(o)  "Listing Date" means the first date upon which any security of the Company
     is listed (or approved for listing) upon notice of issuance on any
     securities exchange, or designated (or approved for designation) upon
     notice of issuance as a national market security on an interdealer
     quotation system if such securities exchange or interdealer quotation
     system has been certified in accordance with the provisions of Section
     25100(o) of the California Corporate Securities Law of 1968.

(p)  "Non-Employee Director" means a Director who either (i) is not a current
     Employee or Officer of the Company or its parent or subsidiary, does not
     receive compensation (directly or indirectly) from the Company or its
     parent or subsidiary for services rendered as a consultant or in any
     capacity other than as a Director (except for an amount as to which
     disclosure would not be required under Item 404(a) of Regulation S-K
     promulgated pursuant to the Securities Act ("Regulation S-K")), does not
     possess an interest in any other transaction as to which disclosure would
     be required under Item 404(a) of Regulation S-K, and is not engaged in a
     business relationship as to which disclosure would be required under Item
     404(b) of Regulation S-K; or (ii) is otherwise considered a "non-employee
     director" for purposes of Rule 16b-3.

(q)  "Officer" means a person who is an officer of the Company within the
     meaning of Section 16 of the Exchange Act and the rules and regulations
     promulgated thereunder.

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


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(s)  "Option Agreement" means a written agreement between the Company and an
     Optionee evidencing the terms and conditions of an individual Option grant.
     Each Option Agreement shall be subject to the terms and conditions of the
     Plan.

(t)  "Optionee" means a person to whom an Option is granted pursuant to the
     Plan, or if applicable, such other person who holds an outstanding Option.

(u)  "Outside Director" means a Director who either (i) is not a current
     employee of the Company or an "affiliated corporation" (within the meaning
     of the Treasury regulations promulgated under Section 162(m) of the Code),
     is not a former employee of the Company or an "affiliated corporation"
     receiving compensation for prior services (other than benefits under a tax
     qualified pension plan), was not an officer of the Company or an
     "affiliated corporation" at any time, and is not currently receiving direct
     or indirect remuneration from the Company or an "affiliated corporation"
     for services in any capacity other than as a Director, or (ii) is otherwise
     considered an "outside director" for purposes of Section 162(m) of the
     Code.

(v)  "Plan" means this 1997 Stock Option Plan.

(w)  "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any successor to Rule
     16b-3, as in effect when discretion is being exercised with respect to the
     Plan.

3.    Administration.

(a)  The Plan shall be administered by the Board unless and until the Board
     delegates administration to a Committee, as provided in subsection 3(c).

(b)  The Board shall have the power, subject to, and within the limitations of,
     the express provisions of the Plan:

          (1)  To determine from time to time which of the persons eligible
               under the Plan shall be granted Options; when and how each Option
               shall be granted; whether an Option will be an Incentive Stock
               Option or a Nonstatutory Stock Option; the provisions of each
               Option granted (which need not be identical), including the time
               or times such Option may be exercised in whole or in part; and
               the number of shares for which an Option shall be granted to each
               such person.

          (2)  To construe and interpret the Plan and Options granted under it,
               and to establish, amend and revoke rules and regulations for its
               administration. The Board, in the exercise of this power, may
               correct any defect, omission or inconsistency in the Plan or in
               any Option Agreement, in a manner and to the extent it shall deem
               necessary or expedient to make the Plan fully effective.

          (3)  To amend the Plan or an Option as provided in Section 11.

          (4)  Generally, to exercise such powers and to perform such acts as
               the Board deems necessary or expedient to promote the best
               interests of the Company.

(c)  The Board may delegate administration of the Plan to a committee composed
     of not fewer than two (2) members (the "Committee"), all of the members of
     which Committee may be, in the discretion of the Board, Non-Employee
     Directors and/or Outside Directors. If administration is delegated to a
     Committee, the Committee shall have, in connection with the administration
     of the Plan, the powers theretofore possessed by the Board, including the
     power to delegate to a subcommittee of two (2) or more Outside Directors
     any of the administrative powers the Committee is authorized to exercise
     (and references in this Plan to the Board shall thereafter be to the
     Committee), subject, however, to such resolutions, not inconsistent with
     the provisions of the Plan, as may be adopted from time to time by the
     Board. The Board may abolish the Committee at any time and revest in the
     Board the


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     administration of the Plan. Additionally, prior to the Listing Date and
     notwithstanding anything to the contrary contained herein, the Board may
     delegate administration of the Plan to any person or persons and the term
     "Committee" shall apply to any person or persons to whom such authority has
     been delegated. Notwithstanding anything in this Section 3 to the contrary,
     the Board or the Committee may delegate to a committee of one or more
     members of the Board the authority to grant Options to eligible persons who
     (1) are not then subject to Section 16 of the Exchange Act and/or (2) are
     either (i) not then Covered Employees and are not expected to be Covered
     Employees at the time of recognition of income resulting from such Option,
     or (ii) not persons with respect to whom the Company wishes to comply with
     Section 162(m) of the Code.

4.   Shares Subject To The Plan.

(a)  Subject to the provisions of Section 10 relating to adjustments upon
     changes in stock, the stock that may be sold pursuant to Options shall not
     exceed in the aggregate seven hundred thousand three hundred thirty-six
     (700,336) shares of the Company's common stock. If any Option shall for any
     reason expire or otherwise terminate, in whole or in part, without having
     been exercised in full, the stock not purchased under such Option shall
     revert to and again become available for issuance under the Plan.

(b)  The stock subject to the Plan may be unissued shares or reacquired shares,
     bought on the market or otherwise.

5.   Eligibility.

(a)  Incentive Stock Options may be granted only to Employees. Nonstatutory
     Stock Options may be granted only to Employees, Directors or Consultants.

(b)  No person shall be eligible for the grant of an Option if, at the time of
     grant, such person owns (or is deemed to own pursuant to Section 424(d) of
     the Code) 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 Affiliates unless the exercise price of such Option is at least one
     hundred ten percent (110%) of the Fair Market Value of such stock at the
     date of grant and the Option is not exercisable after the expiration of
     five (5) years from the date of grant.

6.   Option Provisions.

Each Option shall be in such form and shall contain such terms and conditions as
the Board shall deem appropriate. The provisions of separate Options need not be
identical, but each Option shall include (through incorporation of provisions
hereof by reference in the Option or otherwise) the substance of each of the
following provisions:

(a)  Term. No Option shall be exercisable after the expiration of ten (10) years
     from the date it was granted.

(b)  Price. The exercise price of each Incentive Stock Option shall be not less
     than one hundred percent (100%) of the Fair Market Value of the stock
     subject to the Option on the date the Option is granted. The exercise price
     of each Nonstatutory Stock Option shall be not less than eighty-five
     percent (85%) of the Fair Market Value of the stock subject to the Option
     on the date the Option is granted. Notwithstanding the foregoing, an Option
     (whether an Incentive Stock Option or a Nonstatutory Stock Option) may be
     granted with an exercise price lower than that set forth in the preceding
     sentence if such Option is granted pursuant to an assumption or
     substitution for another option in a manner satisfying the provisions of
     Section 424(a) of the Code.

(c)  Consideration. The purchase price of stock acquired pursuant to an Option
     shall be paid, to the extent permitted by applicable statutes and
     regulations, either (i) in cash at the time the Option is exercised,


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     or (ii) at the discretion of the Board or the Committee, at the time of the
     grant of the Option, (A) by delivery to the Company of other common stock
     of the Company, (B) according to a deferred payment or other arrangement
     (which may include, without limiting the generality of the foregoing, the
     use of other common stock of the Company) with the person to whom the
     Option is granted or to whom the Option is transferred pursuant to
     subsection 6(d), or (C) in any other form of legal consideration that may
     be acceptable to the Board.

     In the case of any deferred payment arrangement, interest shall be payable
     at least annually and shall be charged at the minimum rate of interest
     necessary to avoid the treatment as interest, under any applicable
     provisions of the Code, of any amounts other than amounts stated to be
     interest under the deferred payment arrangement.

(d)  Transferability. An Option shall not be transferable except by will or by
     the laws of descent and distribution, and shall be exercisable during the
     lifetime of the person to whom the Option is granted only by such person.
     The person to whom the Option is granted may, by delivering written notice
     to the Company, in a form satisfactory to the Company, designate a third
     party who, in the event of the death of the Optionee, shall thereafter be
     entitled to exercise the Option.

(e)  Vesting. The total number of shares of stock subject to an Option may, but
     need not, be allotted in periodic installments (which may, but need not, be
     equal). The Option Agreement may provide that from time to time during each
     of such installment periods, the Option may become exercisable ("vest")
     with respect to some or all of the shares allotted to that period, and may
     be exercised with respect to some or all of the shares allotted to such
     period and/or any prior period as to which the Option became vested but was
     not fully exercised. The Option may be subject to such other terms and
     conditions on the time or times when it may be exercised (which may be
     based on performance or other criteria) as the Board may deem appropriate.
     The vesting provisions of individual Options may vary but in each case will
     provide for vesting of at least twenty percent (20%) per year of the total
     number of shares subject to the Option; provided, however, that an Option
     granted to an officer, director or consultant (within the meaning of
     Section 260.140.41 of Title 10 of the California Code of Regulations) may
     become fully exercisable, subject to reasonable conditions such as
     continued employment, at any time or during any period established by the
     Company or of any of its Affiliates. The provisions of this subsection 6(e)
     are subject to any Option provisions governing the minimum number of shares
     as to which an Option may be exercised.

(f)  Securities Law Compliance. The Company may require any Optionee, or any
     person to whom an Option is transferred under subsection 6(d), as a
     condition of exercising any such Option, (1) to give written assurances
     satisfactory to the Company as to the Option's knowledge and experience in
     financial and business matters and/or to employ a purchaser representative
     reasonably satisfactory to the Company who is knowledgeable and experienced
     in financial and business matters, and that he or she is capable of
     evaluating, alone or together with the purchaser representative, the merits
     and risks of exercising the Option; and (2) to give written assurances
     satisfactory to the Company stating that such person is acquiring the stock
     subject to the Option for such person's own account and not with any
     present intention of selling or otherwise distributing the stock: The
     foregoing requirements, and any assurances given pursuant to such
     requirements, shall be inoperative if (i) the issuance of the shares upon
     the exercise of the Option has been registered under a then currently
     effective registration statement under the Securities Act of 1933, as
     amended (the "Securities Act"), or (ii) as to any particular requirement, a
     determination is made by counsel for the Company that such requirement need
     not be met in the circumstances under the then applicable securities laws.
     The Company may, upon advice of counsel to the Company, place legends on
     stock certificates issued under the Plan as such counsel deems necessary or
     appropriate in order to comply with applicable securities laws, including,
     but not limited to, legends restricting the transfer of the stock.

(g)  Termination of Employment or Relationship as a Director or Consultant. In
     the event an Optionee's Continuous Status as an Employee, Director or
     Consultant terminates (other than upon the Optionee's death or disability),
     the Optionee may exercise his or her Option (to the extent that the
     Optionee was


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     entitled to exercise it at the date of termination) but only within such
     period of time ending on the earlier of (i) the date six (6) months after
     the termination of the Optionee's Continuous Status as an Employee,
     Director or Consultant, or such longer or shorter period specified in the
     Option Agreement, which in no event shall be less than thirty (30) days
     unless such termination is for cause, or (ii) the expiration of the term of
     the Option as set forth in the Option Agreement. If, after termination, the
     Optionee does not exercise his or her Option within the time specified in
     the Option Agreement, the Option shall terminate, and the shares covered by
     such Option shall revert to and again become available for issuance under
     the Plan.

(h)  Disability of Optionee. In the event an Optionee's Continuous Status as an
     Employee, Director or Consultant terminates as a result of the Optionee's
     disability, the Optionee may exercise his or her Option (to the extent that
     the Optionee was entitled to exercise it at the date of termination), but
     only within such period of time ending on the earlier of (i) the date
     twelve (12) months following such termination (or such longer or shorter
     period, which in no event shall be less than six (6) months, specified in
     the Option Agreement), or (ii) the expiration of the term of the Option as
     set forth in the Option Agreement. If, at the date of termination, the
     Optionee is not entitled to exercise his or her entire Option, the shares
     covered by the unexercisable portion of the Option shall revert to and
     again become available for issuance under the Plan. If, after termination,
     the Optionee does not exercise his or her Option within the time specified
     herein, the Option shall terminate, and the shares covered by such Option
     shall revert to and again become available for issuance under the Plan.

(i)  Death of Optionee. In the event of the death of an Optionee during, or
     within a period specified in the Option after the termination of, the
     Optionee's Continuous Status as an Employee, Director or Consultant, the
     Option may be exercised (to the extent the Optionee was entitled to
     exercise the Option at the date of death) by the Optionee's estate, by a
     person who acquired the right to exercise the Option by bequest or
     inheritance or by a person designated to exercise the option upon the
     Optionee's death pursuant to subsection 6(d), but only within the period
     ending on the earlier of (i) the date eighteen (18) months following the
     date of death (or such longer or shorter period, which in no event shall be
     less than six (6) months, specified in the Option Agreement), or (ii) the
     expiration of the term of such Option as set forth in the Option Agreement.
     If, at the time of death, the Optionee was not entitled to exercise his or
     her entire Option, the shares covered by the unexercisable portion of the
     Option shall revert to and again become available for issuance under the
     Plan. If, after death, the Option is not exercised within the time
     specified herein, the Option shall terminate, and the shares covered by
     such Option shall revert to and again become available for issuance under
     the Plan.

(j)  Early Exercise. The Option may, but need not, include a provision whereby
     the Optionee may elect at any time while an Employee, Director or
     Consultant to exercise the Option as to any part or all of the shares
     subject to the Option prior to the full vesting of the Option. Any unvested
     shares so purchased shall be subject to a repurchase right in favor of the
     Company, with the repurchase price to be equal to the original purchase
     price of the stock, or to any other restriction the Board determines to be
     appropriate; provided, however, that (i) the right to repurchase at the
     original purchase price shall lapse at a minimum rate of twenty percent
     (20%) per year over five (5) years from the date the Option was granted,
     and (ii) such right shall be exercisable only within (A) the ninety (90)
     day period following the termination of employment or the relationship as a
     Director or Consultant, or (B) such longer period as may be agreed to by
     the Company and the Optionee (for example, for purposes of satisfying the
     requirements of Section 1202(c)(3) of the Code (regarding "qualified small
     business stock")), and (iii) such right shall be exercisable only for cash
     or cancellation of purchase money indebtedness for the shares.

(k)  Withholding. To the extent provided by the terms of an Option Agreement,
     the Optionee may satisfy any federal, state or local tax withholding
     obligation relating to the exercise of such Option by any of the following
     means or by a combination of such means: (1) tendering a cash payment; (2)
     authorizing the Company to withhold shares from the shares of the common
     stock otherwise issuable to the Optionee as a result of the exercise of the
     Option; or (3) delivering to the Company owned and unencumbered shares of
     the common stock of the Company.

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7.   Covenants Of The Company.

(a)  During the terms of the Options, the Company shall keep available at all
     times the number of shares of stock required to satisfy such Options.

(b)  The Company shall seek to obtain from each regulatory commission or agency
     having jurisdiction over the Plan such authority as may be required to
     issue and sell shares of stock upon exercise of the Options; provided,
     however, that this undertaking shall not require the Company to register
     under the Securities Act either the Plan, any Option or any stock issued or
     issuable pursuant to any such Option. If, after reasonable efforts, the
     Company is unable to obtain from any such regulatory commission or agency
     the authority which counsel for the Company deems necessary for the lawful
     issuance and sale of stock under the Plan, the Company shall be relieved
     from any liability for failure to issue and sell stock upon exercise of
     such Options unless and until such authority is obtained.

8.   Use Of Proceeds From Stock.

Proceeds from the sale of stock pursuant to Options shall constitute general
funds of the Company.

9.   Miscellaneous.

(a)  Subject to any applicable provisions of the California Corporate Securities
     Law of 1968 and related regulations relied upon as a condition of issuing
     securities pursuant to the Plan, the Board shall have the power to
     accelerate the time at which an Option may first be exercised or the time
     during which an Option or any part thereof will vest pursuant to subsection
     6(e), notwithstanding the provisions in the Option stating the time at
     which it may first be exercised or the time during which it will vest.

(b)  Neither an Optionee nor any person to whom an Option is transferred under
     subsection 6(d) shall be deemed to be the holder of, or to have any of the
     rights of a holder with respect to, any shares subject to such Option
     unless and until such person has satisfied all requirements for exercise of
     the Option pursuant to its terms.

(c)  Throughout the term of any Option, the Company shall deliver to the holder
     of such Option, not later than one hundred twenty (120) days after the
     close of each of the Company's fiscal years during the Option term, a
     balance sheet and an income statement. This section shall not apply (i)
     after the Listing Date, or (ii) when issuance is limited to key employees
     whose duties in connection with the Company assure them access to
     equivalent information.

(d)  Nothing in the Plan or any instrument executed or Option granted pursuant
     thereto shall confer upon any Employee, Director, Consultant or Optionee
     any right to continue in the employ of the Company or any Affiliate (or to
     continue acting as a Director or Consultant) or shall affect the right of
     the Company or any Affiliate to terminate the employment or relationship as
     a Director or Consultant of any Employee, Director, Consultant or Optionee
     with or without cause.

(e)  To the extent that the aggregate Fair Market Value (determined at the time
     of grant) of stock with respect to which Incentive Stock Options are
     exercisable for the first time by any Optionee during any calendar year
     under all plans of the Company and its Affiliates exceeds one hundred
     thousand dollars ($100,000), the Options or portions thereof which exceed
     such limit (according to the order in which they were granted) shall be
     treated as Nonstatutory Stock Options.

          (f)  (1) The Board or the Committee shall have the authority to
               effect, at any time and from time to time (i) the repricing of
               any outstanding Options under the Plan and/or (ii) with the
               consent of the affected holders of Options, the cancellation of
               any outstanding Options and the grant in substitution therefor of
               new Options under the Plan covering the same or different numbers
               of shares of Common Stock, but having an exercise price per share
               not less than eighty-five


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               percent (85%) of the Fair Market Value (one hundred percent
               (100%) of the Fair Market Value in the case of an Incentive Stock
               Option or, in the case of a ten percent (10%) stockholder (as
               defined in subsection 5(b)), not less than one hundred and ten
               percent (110%) of the Fair Market Value) per share of Common
               Stock on the new grant date.

10.  Adjustments Upon Changes In Stock.

(a)  If any change is made in the stock subject to the Plan, or subject to any
     Option (through merger, consolidation, reorganization, recapitalization,
     stock dividend, dividend in property other than cash, stock split,
     liquidating dividend, combination of shares, exchange of shares, change in
     corporate structure or other transaction not involving the receipt of
     consideration by the Company), the Plan will be appropriately adjusted in
     the class(es) and maximum number of shares subject to the Plan pursuant to
     subsection 4(a).

(b)  In the event of: (1) a dissolution, liquidation, or sale of all or
     substantially all of the assets of the Company; (2) a merger or
     consolidation in which the Company is not the surviving corporation; or (3)
     a reverse merger in which the Company is the surviving corporation but the
     shares of the Company's common stock outstanding immediately preceding the
     merger are converted by virtue of the merger into other property, whether
     in the form of securities, cash or otherwise, then: (i) any surviving or
     acquiring corporation shall assume Options outstanding under the Plan or
     shall substitute similar options (including an option to acquire the same
     consideration paid to stockholders in the transaction described in this
     Subsection 10(b)) for those outstanding under the Plan, or (ii) in the
     event any surviving or acquiring corporation refuses to assume such Options
     or to substitute similar options for those outstanding under the Plan, (A)
     with respect to Options held by persons then performing services as
     Employees, Directors or Consultants and subject to any applicable
     provisions of the California Corporate Securities Law of 1968 and related
     regulations relied upon as a condition of issuing securities pursuant to
     the Plan, the vesting of such Options and the time during which such
     Options may be exercised shall be accelerated prior to such event and the
     Options terminated if not exercised after such acceleration and at or prior
     to such event, and (B) with respect to any other Options outstanding under
     the Plan, such Options shall be terminated if not exercised prior to such
     event.

11.  Amendment Of The Plan and Options.

(a)  The Board at any time, and from time to time, may amend the Plan. However,
     except as provided in Section 10 relating to adjustments upon changes in
     stock, no amendment shall be effective unless approved by the stockholders
     of the Company within twelve (12) months before or after the adoption of
     the amendment, where the amendment will:

          (1)  Increase the number of shares reserved for Options under the
               Plan;

          (2)  Modify the requirements as to eligibility for participation in
               the Plan (to the extent such modification requires stockholder
               approval in order for the Plan to satisfy the requirements of
               Section 422 of the Code); or

          (3)  Modify the Plan in any other way if such modification requires
               stockholder approval in order for the Plan to satisfy the
               requirements of Section 422 of the Code or to comply with
               applicable stock exchange listing requirements.

(b)  The Board may in its sole discretion submit any other amendment to the Plan
     for stockholder approval, including, but not limited to, amendments to the
     Plan intended to satisfy the requirements of Section 162(m) of the Code and
     the regulations promulgated thereunder regarding the exclusion of
     performance-based compensation from the limit on corporate deductibility of
     compensation paid to certain executive officers.


<PAGE>

(c)  It is expressly contemplated that the Board may amend the Plan in any
     respect the Board deems necessary or advisable to provide Optionees with
     the maximum benefits provided or to be provided under the provisions of the
     Code and the regulations promulgated thereunder relating to Incentive Stock
     Options and/or to bring the Plan and/or Incentive Stock Options granted
     under it into compliance therewith.

(d)  Rights and obligations under any Option granted before amendment of the
     Plan shall not be impaired by any amendment of the Plan unless (i) the
     Company requests the consent of the person to whom the Option was granted
     and (ii) such person consents in writing.

(e)  The Board at any time, and from time to time, may amend the terms of any
     one or more Options; provided, however, that the rights and obligations
     under any Option shall not be impaired by any such amendment unless (i) the
     Company requests the consent of the person to whom the Option was granted
     and (ii) such person consents in writing.

12.  Termination Or Suspension Of The Plan.

(a)  The Board may suspend or terminate the Plan at any time. Unless sooner
     terminated, the Plan shall terminate on February 19, 2007, which shall be
     within ten (10) years from the date the Plan is adopted by the Board or
     approved by the stockholders of the Company, whichever is earlier. No
     Options may be granted under the Plan while the Plan is suspended or after
     it is terminated.

(b)  Rights and obligations under any Option granted while the Plan is in effect
     shall not be impaired by suspension or termination of the Plan, except with
     the consent of the person to whom the Option was granted.

13.  Effective Date Of Plan.

The Plan shall become effective as determined by the Board, but no Options
granted under the Plan shall be exercised unless and until the Plan has been
approved by the stockholders of the Company, which approval shall be within
twelve (12) months before or after the date the Plan is adopted by the Board.

<PAGE>

                     INCENTIVE STOCK OPTION GRANT AGREEMENT

     ADESSO Healthcare Technology Services Inc. (the "Company"), pursuant to its
1997 Stock Option Plan (the "Plan"), has this day granted to you, the optionee
named above, an option to purchase shares of the common stock of the Company
("Common Stock"). This option is intended to qualify as an "incentive stock
option" within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code").

     The grant hereunder is in connection with and in furtherance of the
Company's compensatory benefit plan for participation of the Company's employees
(including officers) and is intended to comply with the provisions of Rule 701
promulgated by the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the "Act"). The grant of this option and the issuance of
shares upon the exercise of this option are also intended to be exempt from the
securities qualification requirements of the California Corporations Code
pursuant to Section 25102(f) of that code.

     The details of your option are as indicated on the cover sheet attached
hereto.

     1. METHOD OF PAYMENT. Payment of the exercise price per share is due in
full upon exercise of all or any part of each installment which has accrued to
you. You may elect, to the extent permitted by applicable statutes and
regulations, to make payment of the exercise price under one of the following
alternatives:

               (i) Payment of the exercise price per share in cash (including
check) at the time of exercise; or

               (ii) Payment pursuant to a program developed under Regulation
T as promulgated by the Federal Reserve Board which, prior to the issuance of
Common Stock, results in either the receipt of cash (or check) by the Company
or the receipt of irrevocable instructions to pay the aggregate exercise
price to the Company from the sales proceeds.

     2. WHOLE SHARES. This option may not be exercised for any number of shares
which would require the issuance of anything other than whole shares.

     3. SECURITIES LAW COMPLIANCE. Notwithstanding anything to the contrary
contained herein, this option may not be exercised unless the shares issuable
upon exercise of this option are then registered under the Act, or, if such
shares are not then so registered, the Company has determined that such exercise
and issuance would be exempt from the registration requirements of the Act.

     4. TERM. The term of this option commences on the Date of Grant and, unless
sooner terminated as set forth below or in the Plan, terminates on the Option
Termination Date (which date shall be no more than ten (10) years from date this
option is granted). In no event may this option be exercised on or after the
date on which it terminates. This option shall


<PAGE>

terminate prior to the expiration of its term as follows: three (3) months after
the termination of your employment with the Company or an affiliate of the
Company (as defined in the Plan) unless one of the following circumstances
exists:

          (a) Your termination of employment is due to your permanent and total
disability This option will then terminate on the earlier of the termination
date set forth above or twelve (12) months following such termination of
employment. You should be aware that if your disability is not considered a
permanent and total disability within the meaning of Section 422(c)(6) of the
Code, and you exercise this option more than three (3) months following the date
of your termination of employment, your exercise will be treated for tax
purposes as the exercise of a "nonstatutory stock option" instead of an
"incentive stock option."

          (b) Your termination of employment is due to your death. This option
will then terminate on the earlier of the termination date set forth above or
eighteen (18) months after your death.

          (c) If during any part of such three (3) month period you may not
exercise your option solely because of the condition set forth in paragraph 3
above, then your option will not terminate until the earlier of the termination
date set forth above or until this option shall have been exercisable for an
aggregate period of three (3) months after your termination of employment.

          (d) If your exercise of the option within three (3) months after
termination of your employment with the Company or with an affiliate would
result in liability under Section 16(b) of the Securities Exchange Act of 1934,
then your option will terminate on the earlier of 1. the termination date set
forth above, 1. the tenth (10th) day after the last date upon which exercise
would result in such liability or 1. six (6) months and ten (10) days after the
termination of your employment with the Company or an affiliate.

     However, this option may be exercised following termination of employment
only as to that number of shares as to which it was exercisable on the date of
termination of employment under the provisions of paragraph 1 of this option.

     In order to obtain the federal income tax advantages associated with an
"incentive stock option," the Code requires that at all times beginning on the
date of grant of the option and ending on the day three (3) months before the
date of the option's exercise, you must be an employee of the Company or an
affiliate, except in the event of your death or permanent and total disability.
The Company has provided for continued vesting or extended exercisability of
your option under certain circumstances for your benefit, but cannot guarantee
that your option will necessarily be treated as an "incentive stock option" if
you provide services to the Company or an affiliate as a consultant or exercise
your option more than three (3) months after the date your employment with the
Company and all affiliates terminates.

     5. REPRESENTATION. By executing this option agreement, you hereby warrant
and represent that you are acquiring this option for your own account and that
you have no intention of distributing, transferring or selling all or any part
of this option except in accordance with the terms of this option agreement and
Section 25102(f) of the California Corporations Code. You


<PAGE>

also hereby warrant and represent that you have either (i) preexisting personal
or business relationships with the Company or any of its officers, directors or
controlling persons, or (ii) the capacity to protect your own interests in
connection with the grant of this option by virtue of the business or financial
expertise of any of your professional advisors who are unaffiliated with and who
are not compensated by the Company or any of its affiliates, directly or
indirectly.

     6. EXERCISE.

          (a) This option may be exercised, to the extent specified above, by
delivering a notice of exercise (in a form designated by the Company) together
with the exercise price to the Secretary of the Company, or to such other person
as the Company may designate, during regular business hours, together with such
additional documents as the Company may then require pursuant to subparagraph
5.5 of the Plan.

          (b) By exercising this option you agree that:

               (i) the Company may require you to enter an arrangement providing
for the payment by you to the Company of any tax withholding obligation of the
Company arising by reason of (1) the exercise of this option; (2) the lapse of
any substantial risk of forfeiture to which the shares are subject at the time
of exercise; or (3) the disposition of shares acquired upon such exercise;

               (ii) you will notify the Company in writing within fifteen (15)
days after the date of any disposition of any of the shares of the Common Stock
issued upon exercise of this option that occurs within two (2) years after the
date of this option grant or within one (1) year after such shares of Common
Stock are transferred upon exercise of this option; and

               (iii) the Company (or a representative of the underwriters) may,
in connection with the first underwritten registration of the offering of any
securities of the Company under the Act, require that you not sell or otherwise
transfer or dispose of any shares of Common Stock or other securities of the
Company during such period (not to exceed one hundred eighty (180) days)
following the effective date (the "Effective Date") of the registration
statement of the Company filed under the Act as may be requested by the Company
or the representative of the underwriters. For purposes of this restriction you
will be deemed to own securities which (i) are owned directly or indirectly by
you, including securities held for your benefit by nominees, custodians, brokers
or pledgees; (ii) may be acquired by you within sixty (60) days of the Effective
Date; (iii) are owned directly or indirectly, by or for your brothers or sisters
(whether by whole or half blood) spouse, ancestors and lineal descendants; or
(iv) are owned, directly or indirectly, by or for a corporation, partnership,
estate or trust of which you are a shareholder, partner or beneficiary, but only
to the extent of your proportionate interest therein as a shareholder, partner
or beneficiary thereof. You further agree that the Company may impose
stop-transfer instructions with respect to securities subject to the foregoing
restrictions until the end of such period.

     7. TRANSFERABILITY. This option is not transferable, except by will or by
the laws of descent and distribution, and is exercisable during your life only
by you. Notwithstanding the foregoing, by delivering written notice to the
Company, in a form satisfactory to the Company,


<PAGE>



you may designate a third party who, in the event of your death, shall
thereafter be entitled to exercise this option.

     8. OPTION NOT A SERVICE CONTRACT. This option is not an employment contract
and nothing in this option shall be deemed to create in any way whatsoever any
obligation on your part to continue in the employ of the Company, or of the
Company to continue your employment with the Company.

     9. NOTICES. Any notices provided for in this option or the Plan shall be
given in writing and shall be deemed effectively given upon receipt or, in the
case of notices delivered by the Company to you, five (5) days after deposit in
the United States mail, postage prepaid, addressed to you at the address
specified below or at such other address as you hereafter designate by written
notice to the Company.

     10. GOVERNING PLAN DOCUMENT. This option is subject to all the provisions
of the Plan, a copy of which is attached hereto and its provisions are hereby
made a part of this option, including without limitation the provisions of
paragraph 6 of the Plan relating to option provisions, and is further subject to
all interpretations, amendments, rules and regulations which may from time to
time be promulgated and adopted pursuant to the Plan. In the event of any
conflict between the provisions of this option and those of the Plan, the
provisions of the Plan shall control.

                        Very truly yours,

                        ADESSO HEALTHCARE TECHNOLOGY SERVICES INC.

                        By
                          ----------------------------------------------------
                          Duly authorized on behalf of the Board of Directors

ATTACHMENTS:

    Notice of Grant of Stock Options
    Notice of Exercise


<PAGE>



The undersigned:

     (a) Acknowledges receipt of the foregoing option and the attachments
referenced therein and understands that all rights and liabilities with respect
to this option are set forth in the option and the Plan; and

     (b) Acknowledges that as of the date of grant of this option, it sets forth
the entire understanding between the undersigned optionee and the Company and
its affiliates regarding the acquisition of stock in the Company and supersedes
all prior oral and written agreements on that subject with the exception of (i)
the options previously granted and delivered to the undersigned under stock
option plans of the Company, and (ii) the following agreements only:

            NONE
                   ---------
                   (Initial)

            OTHER
                 --------------------------------------

                 --------------------------------------

                 --------------------------------------



                                    ------------------------------------
                                    OPTIONEE


                            Address:
                                    ------------------------------------

                                    ------------------------------------

<PAGE>


                    NONSTATUTORY STOCK OPTION GRANT AGREEMENT

     ADESSO Healthcare Technology Services Inc. (the "Company"), pursuant to its
1997 Stock Option Plan (the "Plan"), has granted to you an option to purchase
shares of the common stock of the Company ("Common Stock"). This option is not
intended to qualify and will not be treated as an "incentive stock option"
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code").

     The grant hereunder is in connection with and in furtherance of the
Company's compensatory benefit plan for participation of the Company's employees
(including officers), directors or consultants and is intended to comply with
the provisions of Rule 701 promulgated by the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"). Defined terms not
explicitly defined in this agreement but defined in the Plan shall have the same
definitions as in the Plan.

     The details of your option are as indicated on the cover sheet attached
hereto.

     1. METHOD OF PAYMENT. Payment of the exercise price per share is due in
full upon exercise of all or any part of each installment which has accrued to
you. You may elect, to the extent permitted by applicable statutes and
regulations, to make payment of the exercise price under one of the following
alternatives:

               (i) Payment of the exercise price per share in cash (including
check) at the time of exercise; or

               (ii) Payment pursuant to a program developed under Regulation T
as promulgated by the Federal Reserve Board which, prior to the issuance of
Common Stock, results in either the receipt of cash (or check) by the Company or
the receipt of irrevocable instructions to pay the aggregate exercise price to
the Company from the sales proceeds.

     2. WHOLE SHARES. This option may not be exercised for any number of shares
which would require the issuance of anything other than whole shares.

     3. SECURITIES LAW COMPLIANCE. Notwithstanding anything to the contrary
contained herein, this option may not be exercised unless the shares issuable
upon exercise of this option are then registered under the Act or, if such
shares are not then so registered, the Company has determined that such exercise
and issuance would be exempt from the registration requirements of the Act.

     4. TERM. The term of this option commences on the Date of Grant, and
expires on the Option Termination Date," which date shall be no more than ten
(10) years from the date this option is granted), unless this option expires
sooner as set forth below or in the Plan. In no event may this option be
exercised on or after the Option Termination Date. This option shall terminate
prior to the Option Termination Date as follows: ninety (90) days after the
termination of your Continuous Status as an Employee, Director or Consultant
with the Company or an Affiliate of the Company (as defined in the Plan) for any
reason or for no reason unless:


<PAGE>




          (a) such termination of Continuous Status as an Employee, Director or
Consultant is due to your disability, in which event the option shall expire on
the earlier of the Option Termination Date set forth above or twelve (12) months
following such termination of Continuous Status as an Employee, Director or
Consultant; or

          (b) such termination of Continuous Status as an Employee, Director or
Consultant is due to your death or your death occurs within ninety (90) days
following your termination for any other reason, in which event the option shall
expire on the earlier of the Option Termination Date set forth above or twelve
(12) months after your death; or

          (c) during any part of such ninety (90) day period the option is not
exercisable solely because of the condition set forth in paragraph 3 above, in
which event the option shall not expire until the earlier of the Option
Termination Date set forth above or until it shall have been exercisable for an
aggregate period of ninety (90) days after the termination of Continuous Status
as an Employee, Director or Consultant; or

          (d) exercise of the option within ninety (90) days after termination
of your Continuous Status as an Employee, Director or Consultant with the
Company or with an Affiliate would result in liability under section 16(b) of
the Securities Exchange Act of 1934 (the "Exchange Act"), in which case the
option will expire on the earlier of 1. the Option Termination Date set forth
above, 1. the tenth (10th) day after the last date upon which exercise would
result in such liability or 1. six (6) months and ten (10) days after the
termination of your Continuous Status as an Employee, Director or Consultant
with the Company or an Affiliate.

          However, this option may be exercised following termination of
Continuous Status as an Employee, Director or Consultant only as to that number
of shares as to which it was exercisable on the date of termination of
Continuous Status as an Employee, Director or Consultant under the provisions of
paragraph 4 of this option.

     5.   REPRESENTATION. By executing this option agreement, you hereby
warrant and represent that you are acquiring this option for your own account
and that you have no intention of distributing, transferring or selling all
or any part of this option except in accordance with the terms of this option
agreement and Section 25102(f) of the California Corporations Code. You also
hereby warrant and represent that you have either (i) preexisting personal or
business relationships with the Company or any of its officers, directors or
controlling persons, or (ii) the capacity to protect your own interests in
connection with the grant of this option by virtue of the business or
financial expertise of any of your professional advisors who are unaffiliated
with and who are not compensated by the Company or any of its affiliates,
directly or indirectly.

     6.   EXERCISE.

          (a) This option may be exercised, to the extent specified above, by
delivering a notice of exercise (in a form designated by the Company) together
with the exercise price to the Secretary of the Company, or to such other person
as the Company may designate, during regular business hours, together with such
additional documents as the Company may then require.

          (b) By exercising this option you agree that:

               (i) as a precondition to the completion of any exercise of this
option, the Company may require you to enter an arrangement providing for the
cash payment by you to


                                       2
<PAGE>

the Company of any tax withholding obligation of the Company arising by reason
of: 2. the exercise of this option; 2. the lapse of any substantial risk of
forfeiture to which the shares are subject at the time of exercise; or 2. the
disposition of shares acquired upon such exercise. You also agree that any
exercise of this option has not been completed and that the Company is under no
obligation to issue any Common Stock to you until such an arrangement is
established or the Company's tax withholding obligations are satisfied, as
determined by the Company; and

               (ii) the Company (or a representative of the underwriters) may,
in connection with the first underwritten registration of the offering of any
securities of the Company under the Act, require that you not sell or otherwise
transfer or dispose of any shares of Common Stock or other securities of the
Company during such period (not to exceed one hundred eighty (180) days)
following the effective date (the "Effective Date") of the registration
statement of the Company filed under the Act as may be requested by the Company
or the representative of the underwriters. You further agree that the Company
may impose stop-transfer instructions with respect to securities subject to the
foregoing restrictions until the end of such period.

     7. TRANSFERABILITY. This option is not transferable, except by will or by
the laws of descent and distribution, and is exercisable during your life only
by you or pursuant to a qualified domestic relations order satisfying the
requirements of Rule 16b-3 of the Exchange Act (a "QDRO"), and is exercisable
during your life only by you or a transferee pursuant to a QDRO.

     8. OPTION NOT A SERVICE CONTRACT. This option is not an employment contract
and nothing in this option shall be deemed to create in any way whatsoever any
obligation on your part to continue in the employ of the Company, or of the
Company to continue your employment with the Company. In addition, nothing in
this option shall obligate the Company or any Affiliate, or their respective
shareholders, Board of Directors, officers or employees to continue any
relationship which you might have as a Director or Consultant for the Company or
Affiliate.

     9. NOTICES. Any notices provided for in this option or the Plan shall be
given in writing and shall be deemed effectively given upon receipt or, in the
case of notices delivered by the Company to you, five (5) days after deposit in
the United States mail, postage prepaid, addressed to you at the address
specified below or at such other address as you hereafter designate by written
notice to the Company.


                                       3
<PAGE>


     10. GOVERNING PLAN DOCUMENT. This option is subject to all the provisions
of the Plan, a copy of which is attached hereto and its provisions are hereby
made a part of this option, including without limitation the provisions of
Section 6 of the Plan relating to option provisions, and is further subject to
all interpretations, amendments, rules and regulations which may from time to
time be promulgated and adopted pursuant to the Plan. In the event of any
conflict between the provisions of this option and those of the Plan, the
provisions of the Plan shall control.

                                Very truly yours,

                                ----------------------------------


                                By
                                  --------------------------------
                                  Duly authorized on behalf
                                  of the Board of Directors

ATTACHMENTS:

      ADESSO Specialty Services Organization Inc. 1997 Stock Option Plan
      Notice of Exercise


                                       4
<PAGE>


The undersigned:

          (a) Acknowledges receipt of the foregoing option and the attachments
referenced therein and understands that all rights and liabilities with respect
to this option are set forth in the option and the Plan; and

          (b) Acknowledges that as of the date of grant of this option, it sets
forth the entire understanding between the undersigned optionee and the Company
and its Affiliates regarding the acquisition of stock in the Company and
supersedes all prior oral and written agreements on that subject with the
exception of (i) the options previously granted and delivered to the undersigned
under stock option plans of the Company, and (ii) the following agreements only:

            NONE
                   ---------
                   (Initial)

            OTHER
                 --------------------------------------

                 --------------------------------------

                 --------------------------------------



                            --------------------------------------------
                            OPTIONEE


                            Address:
                                    ------------------------------------

                                    ------------------------------------


                                       5
<PAGE>



                               NOTICE OF EXERCISE

ADESSO Healthcare Technology Services Inc.
2835 Zanker Road
San Jose, CA 95134                         Date of Exercise:
                                                            --------------------

Ladies and Gentlemen:

     This constitutes notice under my stock option that I elect to purchase the
number of shares for the price set forth below.

     Type of option (check one):       Incentive /  /      Nonstatutory /  /

     Stock option dated:
                                       ------------------------------------
     Number of shares as
     to which option is
     exercised:
                                       ------------------------------------

     Certificates to be
     issued in name off
                                       ------------------------------------

     Total exercise price:             $
                                        -----------------------------------
     Cash payment delivered
     herewith:                         $
                                        -----------------------------------

     By this exercise, I agree (i) to provide such additional documents as you
may require pursuant to the terms of the 1997 Stock Option Plan, (ii) to provide
for the payment by me to you (in the manner designated by you) of your
withholding obligation, if any, relating to the exercise of this option, and
(iii) if this exercise relates to an incentive stock option, to notify you in
writing within fifteen (15) days after the date of any disposition of any shares
of Common Stock issued upon exercise of this option that occurs within two (2)
years after the date of grant of this option or within one (1) year after such
shares of Common Stock are issued upon exercise of this option.

     I hereby make the following certifications and representations with respect
to the number of shares of Common Stock of the Company listed above (the
"Shares"), which are being acquired by me for my own account upon exercise of
the Option as set forth above:

     I acknowledge that the Shares have not been registered under the Securities
Act of 1933, as amended (the "Act"), and are deemed to constitute "restricted
securities" under Rule 701 and "control securities" under Rule 144 promulgated
under the Act. I warrant and represent to the Company that I have no present
intention of distributing or selling said Shares, except as permitted under the
Act and any applicable state securities laws.

     I further acknowledge that I will not be able to resell the Shares for at
least ninety days after the stock of the Company becomes publicly traded (I.E.,
subject to the reporting requirements of Section 13


                                       6
<PAGE>



or 15(d) of the Securities Exchange Act of 1934) under Rule 701 and that more
restrictive conditions apply to affiliates of the Company under Rule 144.

     I further acknowledge that all certificates representing any of the Shares
subject to the provisions of the Option shall have endorsed thereon appropriate
legends reflecting the foregoing limitations, as well as any legends reflecting
restrictions pursuant to the Company's Articles of Incorporation, Bylaws and/or
applicable securities laws.

     I further agree that, if required by the Company (or a representative of
the underwriters) in connection with the first underwritten registration of the
offering of any securities of the Company under the Act, I will not sell or
otherwise transfer or dispose of any shares of Common Stock or other securities
of the Company during such period (not to exceed one hundred eighty (180) days)
following the effective date of the registration statement of the Company filed
under the Act (the "Effective Date") as may be requested by the Company or the
representative of the underwriters. I further agree that the Company may impose
stop-transfer instructions with respect to securities subject to the foregoing
restrictions until the end of such period.

                                       Very truly yours,


                                       -----------------------------------




                                       7