NES WORLDWIDE, INC.

                             2002 STOCK OPTION PLAN

                             ADOPTED AUGUST 1, 2002

1.     PURPOSE OF THE PLAN.  The NES Worldwide, Inc. 2002 Stock Option Plan (the
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"Plan")  is  intended  to  advance  the  interests  of  NES Worldwide, Inc. (the
"Company")  by  inducing  individuals,  and  eligible  entities  (as hereinafter
provided)  of  outstanding  ability  and  potential  to join and remain with, or
provide  consulting  or  advisory  services  to, the Company, by encouraging and
enabling eligible employees, non-employee Directors, consultants and advisors to
acquire proprietary interests in the Company, and by providing the participating
employees,  non-employee  Directors, consultants and advisors with an additional
incentive  to  promote  the  success  of  the  Company.  This is accomplished by
providing for the granting of "Options", which term as used herein includes both
"Incentive  Stock  Options"  and  "Nonstatutory  Stock  Options" (as hereinafter
defined)  to  employees,  non-employee  Directors,  consultants  and  advisors.

2.     ADMINISTRATION.  The Plan shall be administered by the Board of Directors
       --------------
of  the  Company  (the "Board of Directors") or by a committee (the "Committee")
chosen  by  the Board of Directors.  Except as herein specifically provided, the
interpretation  and  construction  by the Board of Directors or the Committee of
any  provision  of the Plan or of any Option granted under it shall be final and
conclusive.  The  receipt  of  Options  by  Directors,  or  any  members  of the
Committee,  shall  not preclude their vote on any matters in connection with the
administration  or  interpretation  of  the  Plan.

3.     SHARES  SUBJECT  TO THE PLAN.  The stock subject to Options granted under
       ----------------------------
the  Plan  shall  be  shares  of the Company's Common Stock, par value $.001 per
share  (the  "Common  Stock"),  whether  authorized  but unissued or held in the
Company's  treasury,  or  shares  purchased  from stockholders expressly for use
under  the  Plan.  The  maximum  number  of  shares of Common Stock which may be
issued  pursuant  to  Options  granted  under  the  Plan shall not exceed in the
aggregate  five  hundred  thousand  (500,000) shares, plus such number of Common
Stock  shares  issuable  upon  the  exercise  of  Reload Options (as hereinafter
defined)  granted  under  the Plan, subject to adjustment in accordance with the
provisions  of Section 13 hereof.  The Company shall at all times while the Plan
is  in force reserve such number of shares of Common Stock as will be sufficient
to  satisfy  the requirements of all outstanding Options granted under the Plan.
In the event any Option granted under the Plan shall expire or terminate for any
reason without having been exercised in full or shall cease for any reason to be
exercisable  in  whole or in part, the un-purchased shares subject thereto shall
again  be  available  for  Options  under  the  Plan.

4.     PARTICIPATION.  The  class of individual or entity that shall be eligible
       -------------
to  receive  Options under the Plan shall be (a) with respect to Incentive Stock
Options  described  in  Section  6 hereof, all employees (including officers) of
either  the  Company  or any subsidiary corporation of the Company, and (b) with
respect  to  Nonstatutory  Stock  Options  described  in  Section  7 hereof, all
employees (including officers) and non-employee Directors of, or consultants and
advisors  to,  either  the Company or any subsidiary corporation of the Company;
provided,  however,  that Nonstatutory Stock Options shall not be granted to any

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such  consultants and advisors unless (i) bona fide services have been or are to
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be  rendered  by  such  consultant  or advisor and (ii) such services are not in
connection  with  the  offer  or  sale  of  securities  in  a  capital  raising
transaction.   For purposes of the Plan, for an entity to be an eligible entity,
it  must  be included in the definition of "employee" for purposes of a Form S-8
Registration  Statement  filed under the Securities Act of 1933, as amended (the
"Act").  The  Board  of  Directors or the Committee, in its sole discretion, but
subject  to  the  provisions  of  the  Plan,  shall  determine the employees and
non-employee  Directors of, and the consultants and advisors to, the Company and
its  subsidiary corporations to whom Options shall be granted, and the number of
shares  to  be  covered  by  each  Option, taking into account the nature of the
employment or services rendered by the individuals or entities being considered,
their  annual  compensation,  their  present  and potential contributions to the
success  of the Company, and such other factors as the Board of Directors or the
Committee  may  deem  relevant.

     5.     STOCK OPTION AGREEMENT.  Each Option granted under the Plan shall be
            ----------------------
authorized by the Board of Directors or the Committee, and shall be evidenced by
a  Stock  Option  Agreement  which  shall  be executed by the Company and by the
individual or entity to whom such Option is granted.  The Stock Option Agreement
shall  specify  the  number  of shares of Common Stock as to which any Option is
granted, the period during which the Option is exercisable, the option price per
share  thereof,  and  such other terms and provisions not inconsistent with this
Plan.

6.     INCENTIVE  STOCK  OPTIONS.  The  Board  of Directors or the Committee may
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grant  Options  under  the  Plan,  which  Options  are  intended  to  meet  the
requirements  of  Section  422  of the Internal Revenue Code of 1986, as amended
(the  "Code"),  and  which are subject to the following terms and conditions and
any  other terms and conditions as may at any time be required by Section 422 of
the  Code  (referred  to  herein  as  an  "Incentive  Stock  Option"):

     (a)  No  Incentive  Stock Option shall be granted to individuals other than
employees  of  the  Company  or  of  a  subsidiary  corporation  of the Company.

(b)  Each  Incentive  Stock  Option  under the Plan must be granted prior to the
date which is ten (10) years from the date the Plan initially was adopted by the
Board  of  Directors  of  the  Company.

(c)  The  option  price  of  the shares of Common Stock subject to any Incentive
Stock Option shall not be less than the fair market value of the Common Stock at
the  time  such  Incentive  Stock  Option  is  granted; provided, however, if an
Incentive  Stock  Option  is  granted to an individual who owns, at the time the
Incentive  Stock  Option  is  granted,  more than ten percent (10%) of the total
combined  voting  power of all classes of stock of the Company or of a parent or
subsidiary  corporation  of  the Company (a "Principal Stockholder"), the option
price  of the shares subject to the Incentive Stock Option shall be at least one
hundred  ten  percent (110%) of the fair market value of the Common Stock at the
time  the  Incentive  Stock  Option  is  granted.

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(d)  No Incentive Stock Option granted under the Plan shall be exercisable after
the  expiration  of  ten  (10) years from the date of its grant.  However, if an
Incentive  Stock  Option  is  granted to a Principal Stockholder, such Incentive
Stock  Option  shall  not  be exercisable after the expiration of five (5) years
from the date of its grant.  Every Incentive Stock Option granted under the Plan
shall  be  subject  to  earlier  termination as expressly provided in Section 12
hereof.

(e)  For  purposes  of  determining  stock  ownership  under this Section 6, the
attribution  rules  of  Section  424(d)  of  the  Code  shall  apply.

(f)  For  purposes  of  the  Plan, and except as otherwise provided herein, fair
market  value shall be determined by the Board of Directors or the Committee. If
the  Common  Stock  is listed on a national securities exchange or traded on the
over-the-counter  market,  fair  market value shall be the closing selling price
or,  if  not available, the closing bid price or, if not available, the high bid
price  of  the  Common Stock quoted on such exchange, or on the over-the-counter
market  as reported by The Nasdaq Stock Market ("Nasdaq") or if the Common Stock
is not listed on Nasdaq, then by the National Quotation Bureau, Incorporated, as
the case may be, on the day immediately preceding the day on which the Option is
granted  or  exercised,  as  the  case may be, or, if there is no selling or bid
price  on  that  day,  the  closing selling price, closing bid price or high bid
price  on  the most recent day which precedes that day and for which such prices
are  available.

     7.     NONSTATUTORY STOCK OPTIONS.  The Board of Directors or the Committee
            --------------------------
may grant Options under the Plan which are not intended to meet the requirements
of  Section  422  of the Code, as well as Options which are intended to meet the
requirements of Section 422 of the Code but the terms of which provide that they
will  not  be  treated  as  Incentive  Stock  Options  (referred  to herein as a
"Nonstatutory  Stock  Options").  Nonstatutory  Stock  Options  which  are  not
intended  to meet those requirements shall be subject to the following terms and
conditions:

     (a)  A Nonstatutory Stock Option may be granted to any individual or entity
eligible  to  receive  an Option under the Plan pursuant to Section 4(b) hereof.

(b)  The  option  price  of the shares of Common Stock subject to a Nonstatutory
Stock  Option shall be determined by the Board of Directors or the Committee, in
its  sole discretion, at the time of the grant of the Nonstatutory Stock Option;
provided,  however,  the  option  price  shall  not be less than 85% of the fair
market  value  of a share of Common Stock on the date of grant.  For purposes of
this Section 7(b), fair market value shall mean, if the Common Stock is publicly
traded,  the  closing  trading price on the day preceding the date of the grant.

(c)  A  Nonstatutory Stock Option granted under the Plan may be of such duration
as  shall  be  determined by the Board of Directors or the Committee (subject to
earlier  termination  as  expressly  provided  in  Section  11  hereof).

     8.     RELOAD  FEATURE.  The  Board of Directors or the Committee may grant
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Options  with  a  reload  feature.  A  reload  feature shall only apply when the

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option  price  is  paid  by  delivery  of  Common Stock (as set forth in Section
13(b)(ii)).  The  Stock  Option  Agreement for the Options containing the reload
feature  shall  provide  that the Option holder shall receive, contemporaneously
with  the  payment of the option price in shares of Common Stock, a reload stock
option  (the  "Reload Option") to purchase that number of shares of Common Stock
equal  to  the  sum of (i) the number of shares of Common Stock used to exercise
the  Option,  and (ii) with respect to Nonstatutory Stock Options, the number of
shares  of Common Stock used to satisfy any tax withholding requirement incident
to  the  exercise  of  such  Nonstatutory  Stock  Option.  The terms of the Plan
applicable  to  the Option shall be equally applicable to the Reload Option with
the  following  exceptions:  (i)  the  option  price  per  share of Common Stock
deliverable  upon the exercise of the Reload Option, (A) in the case of a Reload
Option  which  is  an  Incentive  Stock  Option  being  granted  to  a Principal
Stockholder, shall be one hundred ten percent (110%) of the fair market value of
a share of Common Stock on the date of grant of the Reload Option and (B) in the
case  of  a  Reload Option which is an Incentive Stock Option being granted to a
person  other  than  a  Principal Stockholder or is a Nonstatutory Stock Option,
shall  be  the fair market value of a share of Common Stock on the date of grant
of  the  Reload Option; and (ii) the term of the Reload Option shall be equal to
the  remaining  option term of the Option (including a Reload Option) which gave
rise  to  the  Reload  Option.  The  Reload  Option  shall  be  evidenced  by an
appropriate  amendment  to  the Stock Option Agreement for the Option which gave
rise  to  the  Reload  Option.  In  the  event  the  exercise price of an Option
containing  a reload feature is paid by check and not in shares of Common Stock,
the  reload  feature  shall  have  no application with respect to such exercise.

9.     RIGHTS  OF  OPTION  HOLDERS.  The  holder of any Option granted under the
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Plan  shall  have  none of the rights of a stockholder with respect to the stock
covered  by  his  Option  until  such stock shall be transferred to him upon the
exercise  of  his  Option.

10.     ALTERNATE  STOCK  APPRECIATION  RIGHTS.
        --------------------------------------

     (a)  Concurrently  with,  or  subsequent  to,  the  award  of any Option to
purchase  one  or  more  shares  of  Common Stock, the Board of Directors or the
Committee may, in its sole discretion, subject to the provisions of the Plan and
such  other  terms and conditions as the Board of Directors or the Committee may
prescribe,  award  to  the  optionee  with respect to each share of Common Stock
covered  by an Option ("Related Option"), a related alternate stock appreciation
right  ("SAR"),  permitting  the  optionee  to  be  paid the appreciation on the
Related  Option  in  lieu of exercising the Related Option.  An SAR granted with
respect  to  an Incentive Stock Option must be granted together with the Related
Option.  An  SAR  granted  with  respect  to  a Nonstatutory Stock Option may be
granted  together  with,  or  subsequent  to,  the grant of such Related Option.

(b)  Each  SAR  granted  under  the  Plan  shall  be  authorized by the Board of
Directors  or  the  Committee,  and shall be evidenced by an SAR Agreement which
shall  be  executed  by the Company and by the individual or entity to whom such
SAR is granted.  The SAR Agreement shall specify the period during which the SAR
is  exercisable,  and  such other terms and provisions not inconsistent with the
Plan.

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(c)  An  SAR  may be exercised only if and to the extent that its Related Option
is  eligible  to be exercised on the date of exercise of the SAR.  To the extent
that  a  holder  of  an  SAR  has  a  current  right to exercise, the SAR may be
exercised  from time to time by delivery by the holder thereof to the Company at
its principal office (attention: Secretary) of a written notice of the number of
shares  with  respect  to  which  it  is  being exercised.  Such notice shall be
accompanied by the agreements evidencing the SAR and the Related Option.  In the
event the SAR shall not be exercised in full, the Secretary of the Company shall
endorse  or  cause  to  be  endorsed on the SAR Agreement and the Related Option
Agreement  the  number  of  shares  which have been exercised thereunder and the
number  of  shares  that remain exercisable under the SAR and the Related Option
and  return  such  SAR  and  Related  Option  to  the  holder  thereof.

(d)  The  amount  of  payment  to  which  an optionee shall be entitled upon the
exercise of each SAR shall be equal to one hundred percent (100%) of the amount,
if  any,  by  which  the  fair  market  value  of a share of Common Stock on the
exercise  date  exceeds  the  exercise  price  per  share of the Related Option;
provided,  however,  the  Company may, in its sole discretion, withhold from any
such  cash  payment any amount necessary to satisfy the Company's obligation for
withholding  taxes  with  respect  to  such  payment.

(e)  The  amount  payable  by the Company to an optionee upon exercise of an SAR
may,  in  the  sole  determination  of  the Company, be paid in shares of Common
Stock, cash or a combination thereof, as set forth in the SAR Agreement.  In the
case  of a payment in shares, the number of shares of Common Stock to be paid to
an  optionee  upon  such  optionee's  exercise  of an SAR shall be determined by
dividing  the  amount  of payment determined pursuant to Section 10(d) hereof by
the  fair  market  value of a share of Common Stock on the exercise date of such
SAR.  For  purposes  of  the Plan, the exercise date of an SAR shall be the date
the  Company  receives written notification from the optionee of the exercise of
the  SAR  in accordance with the provisions of Section 10(c) hereof.  As soon as
practicable after exercise, the Company shall either deliver to the optionee the
amount  of  cash  due  such  optionee  or a certificate or certificates for such
shares  of  Common  Stock.  All  such shares shall be issued with the rights and
restrictions  specified  herein.

(f)  SARs  shall  terminate  or  expire upon the same conditions and in the same
manner  as  the  Related  Options,  and  as  set  forth  in  Section  12 hereof.

(g)  The exercise of any SAR shall cancel and terminate the right to purchase an
equal  number  of  shares  covered  by  the  Related  Option.

(h) Upon the exercise or termination of any Related Option, the SAR with respect
to  such Related Option shall terminate to the extent of the number of shares of
Common  Stock  as  to  which  the  Related  Option  was exercised or terminated.

(i)  An  SAR  granted  pursuant  to  the  Plan  shall be exercisable only by the
optionee hereof during the optionee's lifetime and, subject to the provisions of
Section  10(f)  hereof.

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(j)  An  SAR  granted  pursuant  to the Plan shall not be assigned, transferred,
pledged  or  hypothecated  in any way (whether by operation of law or otherwise)
and  shall  not  be  subject  to execution, attachment, or similar process.  Any
attempted  transfer,  assignment, pledge, hypothecation, or other disposition of
any SAR or of any rights granted thereunder contrary to the foregoing provisions
of  this Section 10(j), or the levy of any attachment or similar process upon an
SAR  or  such  rights,  shall  be  null  and  void.

     11.     TRANSFERABILITY.  No  Option  granted  under  the  Plan  shall  be
             ---------------
transferable  by  the individual or entity to whom it was granted otherwise than
by  will  or  the  laws of descent and distribution, and, during the lifetime of
such  individual, shall not be exercisable by any other person, but only by him.

     12.     TERMINATION  OF  EMPLOYMENT  OR  DEATH.
             --------------------------------------

     (a)  Subject  to the terms of the Stock Option Agreement, if the employment
of an employee by, or the services of a non-employee Director for, or consultant
or  advisor  to, the Company or a subsidiary corporation of the Company shall be
terminated  for  cause  or  voluntarily  by the employee, non-employee Director,
consultant  or  advisor, then his or its Option shall expire forthwith.  Subject
to  the  terms  of  the  Stock  Option  Agreement,  and  except  as  provided in
subsections (b) and (c) of this Section 12, if such employment or services shall
terminate  for  any  other reason, then such Option may be exercised at any time
within  three  (3)  months  after such termination, subject to the provisions of
subsection  (d)  of this Section 12. For purposes of the Plan, the retirement of
an  individual  either  pursuant  to a pension or retirement plan adopted by the
Company  or  at  the  normal retirement date prescribed from time to time by the
Company  shall be deemed to be termination of such individual's employment other
than  voluntarily  or  for  cause.  For  purposes  of  this  subsection  (a), an
employee,  non-employee Director, consultant or advisor who leaves the employ or
services  of the Company to become an employee or non-employee Director of, or a
consultant  or  advisor  to,  a  subsidiary  corporation  of  the  Company  or a
corporation  (or  subsidiary or parent corporation of the corporation) which has
assumed  the  Option of the Company as a result of a corporate reorganization or
the  like shall not be considered to have terminated his employment or services.

(b)  Subject  to  the  terms  of the Stock Option Agreement, if the holder of an
Option  under  the  Plan  dies  (i)  while  employed  by,  or while serving as a
non-employee  Director  for  or  a  consultant  or  advisor to, the Company or a
subsidiary corporation of the Company, or (ii) within three (3) months after the
termination of his employment or services other than voluntarily by the employee
or  non-employee Director, consultant or advisor, or for cause, then such Option
may,  subject  to  the  provisions  of  subsection  (d)  of  this Section 12, be
exercised  by the estate of the employee or non-employee Director, consultant or
advisor,  or  by  a  person  who  acquired  the right to exercise such Option by
bequest  or  inheritance  or  by  reason  of  the  death  of  such  employee  or
non-employee  Director,  consultant  or  advisor at any time within one (1) year
after  such  death.

(c)  Subject  to  the  terms  of the Stock Option Agreement, if the holder of an
Option  under  the  Plan  ceases employment or services because of permanent and

<PAGE>


total  disability  (within  the  meaning  of Section 22(e)(3) of the Code) while
employed  by,  or  while serving as a non-employee Director for or consultant or
advisor  to,  the  Company or a subsidiary corporation of the Company, then such
Option  may,  subject to the provisions of subsection (d) of this Section 12, be
exercised  at  any time within one (1) year after his termination of employment,
termination  of  Directorship or termination of consulting or advisory services,
as  the  case  may  be,  due  to  the  disability.

(d)  An  Option  may  not be exercised pursuant to this Section 12 except to the
extent  that  the  holder  was  entitled  to  exercise the Option at the time of
termination  of  employment,  termination  of  Directorship,  termination  of
consulting or advisory services, or death, and in any event may not be exercised
after  the  expiration  of  the  Option.

(e)  For purposes of this Section 12, the employment relationship of an employee
of  the Company or of a subsidiary corporation of the Company will be treated as
continuing intact while he is on military or sick leave or other bona fide leave
of  absence  (such as temporary employment by the Government) if such leave does
not exceed ninety (90) days, or, if longer, so long as his right to reemployment
is  guaranteed  either  by  statute  or  by  contract.

     13.     EXERCISE  OF  OPTIONS.
             ---------------------

     (a)  Unless  otherwise  provided  in the Stock Option Agreement, any Option
granted  under  the  Plan  shall be exercisable in whole at any time, or in part
from time to time, prior to expiration. The Board of Directors or the Committee,
in  its  absolute discretion, may provide in any Stock Option Agreement that the
exercise  of  any  Options  granted  under the Plan shall be subject (i) to such
condition  or  conditions  as  it  may  impose, including, but not limited to, a
condition  that  the  holder  thereof  remain  in  the  employ or service of, or
continue  to  provide  consulting  or  advisory  services  to,  the Company or a
subsidiary  corporation  of the Company for such period or periods from the date
of  grant  of  the  Option  as  the  Board of Directors or the Committee, in its
absolute  discretion,  shall  determine;  and (ii) to such limitations as it may
impose,  including,  but  not  limited  to, a limitation that the aggregate fair
market  value  of the Common Stock with respect to which Incentive Stock Options
are  exercisable  for  the  first  time by any employee during any calendar year
(under  all  plans  of  the  Company and its parent and subsidiary corporations)
shall  not  exceed one hundred thousand dollars ($100,000).  In addition, in the
event  that  under any Stock Option Agreement the aggregate fair market value of
the  Common  Stock with respect to which Incentive Stock Options are exercisable
for  the first time by any employee during any calendar year (under all plans of
the  Company  and  its  parent  and subsidiary corporations) exceeds one hundred
thousand  dollars  ($100,000), the Board of Directors or the Committee may, when
shares  are  transferred  upon  exercise of such Options, designate those shares
which shall be treated as transferred upon exercise of an Incentive Stock Option
and  those  shares  which  shall  be  treated  as transferred upon exercise of a
Nonstatutory  Stock  Option.

(b)  An  Option granted under the Plan shall be exercised by the delivery by the
holder  thereof  to  the  Company  at  its  principal  office  (attention of the
Secretary)  of  written notice of the number of shares with respect to which the

<PAGE>


Option is being exercised.  Such notice shall be accompanied, or followed within
ten  (10)  days of delivery thereof, by payment of the full option price of such
shares,  and payment of such option price shall be made by the holder's delivery
of  (i)  his check payable to the order of the Company, (ii) previously acquired
Common  Stock, the fair market value of which shall be determined as of the date
of  exercise,  (iii) by "cash-less" exercise, if cash-less exercise is otherwise
permitted by the Stock Option Agreement, or (iv) by the holder's delivery of any
combination  of  the  foregoing  (i),  (ii)  and  (iii).

     14.     ADJUSTMENT  UPON  CHANGE  IN  CAPITALIZATION.
             --------------------------------------------

     (a)  In the event that the outstanding Common Stock is hereafter changed by
reason  of  reorganization,  merger,  consolidation,  recapitalization,
reclassification,  stock  split-up,  combination of shares, reverse split, stock
dividend  or  the  like, an appropriate adjustment shall be made by the Board of
Directors or the Committee in the aggregate number of shares available under the
Plan,  in the number of shares and option price per share subject to outstanding
Options,  and  in  any  limitation  on  exerciseability  referred  to in Section
13(a)(ii)  hereof which is set forth in outstanding Incentive Stock Options.  If
the  Company  shall  be  reorganized,  consolidated,  or  merged  with  another
corporation,  the  holder  of  an  Option  shall be entitled to receive upon the
exercise  of  his Option the same number and kind of shares of stock or the same
amount  of  property,  cash  or  securities  as  he  would have been entitled to
receive  upon  the  happening  of  any  such  corporate event as if he had been,
immediately  prior  to such event, the holder of the number of shares covered by
his  Option; provided, however, that in such event the Board of Directors or the
Committee  shall  have  the  discretionary power to take any action necessary or
appropriate  to  prevent  any  Incentive Stock Option granted hereunder which is
intended to be an "incentive stock option" from being disqualified as such under
the  then  existing  provisions  of  the  Code  or any law amendatory thereof or
supplemental  thereto.

(b)  Any  adjustment in the number of shares shall apply proportionately to only
the  unexercised  portion  of  the  Option granted hereunder.  If fractions of a
share  would result from any such adjustment, the adjustment shall be revised to
the  next  lower  whole  number  of  shares.

     15.     FURTHER  CONDITIONS  OF  EXERCISE.
             ---------------------------------

     (a)  Unless  prior  to  the exercise of the Option the shares issuable upon
such  exercise  have been registered with the Securities and Exchange Commission
pursuant  to  the  Act,  the  notice  of  exercise  shall  be  accompanied  by a
representation or agreement of the person or estate exercising the Option to the
Company  to  the  effect  that  such  shares  are  being acquired for investment
purposes  and  not  with  a  view  to  the  distribution thereof, and such other
documentation  as  may  be  required  by  the  Company, unless in the opinion of
counsel  to  the  Company such representation, agreement or documentation is not
necessary  to  comply  with  such  Act.

     (b)  The  Company  shall not be obligated to deliver any Common Stock until
it  has  been  listed  on each securities exchange or market on which the Common
Stock  may  then  be  listed  or  until  there  has  been qualification under or

<PAGE>


compliance  with such federal or state laws, rules or regulations as the Company
may  deem  applicable.  The  Company shall use reasonable efforts to obtain such
listing,  qualification  and  compliance.

     16.     EFFECTIVENESS  OF THE PLAN.  The Plan shall become operative and in
             --------------------------
effect  on  such date as shall be fixed by the Board of Directors of the Company
in  its  sole  discretion  following  approval  by  vote  of  the holders of the
outstanding  voting  common  shares  of  the  Company.

17.     TERMINATION,  MODIFICATION  AND  AMENDMENT.
        ------------------------------------------

(a)  The  Plan  (but not the Options or SARs granted pursuant to the Plan) shall
terminate  on  a date within ten (10) years from the date of its adoption by the
Board  of  Directors  of  the Company, or sooner as hereinafter provided, and no
Option  shall  be  granted  after  termination  of  the  Plan.

(b)  The  Plan  may from time to time be terminated, modified, or amended by the
affirmative  vote  of  the  holders  of  a majority of the outstanding shares of
capital  stock  of the Company present at a meeting of shareholders and entitled
to vote thereon (or, in the case of action by written consent, a majority of the
outstanding  shares  of  capital stock of the Company entitled to vote thereon).

(c)  The  Board  of Directors may at any time, on or before the termination date
referred  to  in  Section 17(a) hereof, terminate the Plan, or from time to time
make  such  modifications  or  amendments  to the Plan as it may deem advisable;
provided,  however,  that  the Board of Directors shall not, without approval by
the  affirmative  vote of the holders of a majority of the outstanding shares of
capital  stock  of the Company present at a meeting of shareholders and entitled
to vote thereon (or, in the case of action by written consent, a majority of the
outstanding  shares  of  capital stock of the Company entitled to vote thereon),
increase  (except as otherwise provided by Section 14 hereof) the maximum number
of  shares  as to which Incentive Stock Options may be granted hereunder, change
the  designation  of  the  employees  or  class of employees eligible to receive
Incentive  Stock  Options,  or  make  any  other  change which would prevent any
Incentive  Stock  Option granted hereunder which is intended to be an "incentive
stock  option"  from disqualifying as such under the then existing provisions of
the  Code  or  any  law  amendatory  thereof  or  supplemental  thereto.

(d)  No  termination,  modification,  or  amendment of the Plan may, without the
consent  of the individual or entity to whom any Option shall have been granted,
adversely  affect  the  rights  conferred  by  such  Option.

     18.     NOT  A CONTRACT OF EMPLOYMENT.  Nothing contained in the Plan or in
             -----------------------------
any  Stock  Option  Agreement executed pursuant hereto shall be deemed to confer
upon  any  individual or entity to whom an Option is or may be granted hereunder
any  right  to  remain  in  the employ or service of the Company or a subsidiary
corporation  of  the  Company  or  any  entitlement to any remuneration or other
benefit  pursuant  to  any  consulting  or  advisory  arrangement.

<PAGE>


19.     USE  OF  PROCEEDS.  The  proceeds  from  the  sale of shares pursuant to
        -----------------
Options  granted  under  the Plan shall constitute general funds of the Company.

20.     INDEMNIFICATION OF BOARD OF DIRECTORS OR COMMITTEE.  In addition to such
        --------------------------------------------------
other  rights  of  indemnification as they may have, the members of the Board of
Directors  or  the  Committee,  as  the case may be, shall be indemnified by the
Company  to  the  extent  permitted  under  applicable law against all costs and
expenses  reasonably  incurred  by  them in connection with any action, suit, or
proceeding  to  which they or any of them may be a party by reason of any action
taken  or  failure  to  act  under  or in connection with the Plan or any rights
granted thereunder and against all amounts paid by them in settlement thereof or
paid  by  them  in  satisfaction  of  a  judgment  of  any  such action, suit or
proceeding,  except  a  judgment  based  upon  a finding of bad faith.  Upon the
institution  of  any  such action, suit, or proceeding, the member or members of
the  Board  of  Directors or the Committee, as the case may be, shall notify the
Company  in writing, giving the Company an opportunity at its own cost to defend
the  same  before  such member or members undertake to defend the same on his or
their  own  behalf.

21.     DEFINITIONS.  For  purposes  of the Plan, the terms "parent corporation"
        -----------
and  "subsidiary  corporation"  shall  have  the  meanings set forth in Sections
424(e) and 424(f) of the Code, respectively, and the masculine shall include the
feminine  and  the  neuter  as  the  context  requires.

     22.     GOVERNING  LAW.  The  Plan  shall be governed by, and all questions
             --------------
arising  hereunder shall be determined in accordance with, the laws of the State
of  Delaware.