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                                                                        Exh. 4.3

                             NESCO INDUSTRIES, INC.
                             2001 STOCK OPTION PLAN

         SECTION 1. Purpose. The purpose of the NESCO Industries, Inc. 2001
Stock Option Plan (this "Plan") is to provide a means whereby selected
employees, officers, directors, agents, consultants and independent contractors
of NESCO Industries, Inc. (the "Company") or of any parent or subsidiary (as
defined in subsection 5.7 and referred to hereinafter as "related corporations")
thereof, may be granted incentive stock options and/or non-qualified stock
options to purchase the common stock, par value $0.001 per share (the "Common
Stock"), of the Company, in order to attract and retain the services or advice
of such employees, officers, directors, agents, consultants and independent
contractors and to provide added incentive to them by encouraging stock
ownership in the Company.

         SECTION 2. Administration. This Plan shall be administered by the Board
of Directors of the Company (the "Board"), except to the extent the Board
delegates its authority to a committee of the Board to administer this Plan. The
administrator of this Plan shall hereinafter be referred to as the "Plan
Administrator".

         The foregoing notwithstanding, with respect to grants made to
directors: (a) the Plan Administrator shall be constituted so far as to meet the
requirements of Section 16(b) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and Rule 16b-3 promulgated thereunder, each as amended
from time to time, or (b) if the Plan Administrator cannot be so constituted, no
options shall be granted under this Plan to any directors.

                  2.1 Procedures. The Board shall designate one of the members
of the Plan Administrator as chairperson. The Plan Administrator may hold
meetings at such times and places as it shall determine. The acts of a majority
of the members of the Plan Administrator present at meetings at which a quorum
exists, or acts reduced to or approved in writing by all Plan Administrator
members, shall be valid acts of the Plan Administrator.

                  2.2 Responsibilities. Except for the terms and conditions
explicitly set forth in this Plan, the Plan Administrator shall have the
authority, in its discretion, to determine all matters relating to the options
to be granted under this Plan, including selection of the individuals to be
granted options, the number of shares to be subject to each option, the exercise
price, and all other terms and conditions of the options, including the
designation of such options as an incentive stock option or non-qualified stock
option. Grants under this Plan need not be identical in any respect, even when
made simultaneously. The interpretation and construction by the Plan
Administrator of any terms or provisions of this Plan or any option issued
hereunder, or of any rule or regulation promulgated in connection herewith,
shall be conclusive and binding on all interested parties, so long as such
interpretation and construction with respect to incentive stock options
corresponds to the requirements of Section 422 of the Internal Revenue Code of
1986, as amended or any successor statute (the "Code"), the regulations
thereunder, and any amendments thereto.

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                  2.3 Section 16(b) Compliance and Bifurcation of Plan. It is
the intention of the Company that this Plan comply in all respects with Section
16(b) and Rule 16b-3 under the Exchange Act, to the extent applicable, and, if
any Plan provision is later found not to be in compliance with such Section or
Rule, as the case may be, the provision shall be deemed null and void, and in
all events the Plan shall be construed in favor of its meeting the requirements
of Section 16(b) and Rule 16b-3 under the Exchange Act. Notwithstanding anything
in the Plan to the contrary, the Board, in its absolute discretion, may
bifurcate the Plan so as to restrict, limit or condition the use of any
provision of the Plan to participants who are officers and directors or other
persons subject to Section 16(b) of the Exchange Act without so restricting,
limiting or conditioning the Plan with respect to other participants.

         SECTION 3. Stock Subject to This Plan. The stock subject to this Plan
shall be the Company's Common Stock, presently authorized but unissued or
subsequently authorized or acquired by the Company. Subject to adjustment as
provided in Section 7 hereof, the aggregate amount of Common Stock to be
delivered upon the exercise of all options granted under this Plan shall not
exceed Seven Million (7,000,000) shares of Common Stock was constituted on the
effective date of this Plan and (ii) the number of shares of Common Stock. If
any option granted under this Plan shall expire, be surrendered, exchanged for
another option, canceled or terminated for any reason without having been
exercised in full, the unpurchased shares subject thereto shall thereupon again
be available for purposes of this Plan, including for replacement options which
may be granted in exchange for such surrendered, canceled or terminated options.

         SECTION 4. Eligibility. An incentive stock option may be granted only
to any individual who, at the time the option is granted, is an employee of the
Company or any related corporation. A nonqualified stock option may be granted
to any director, employee, officer, agent, consultant or independent contractor
of the Company or any related corporation, whether an individual or an entity.
Any party to whom an option is granted under this Plan shall be referred to
hereinafter as an "Optionee."

         SECTION 5. Terms and Conditions of Options. Options granted under this
Plan shall be evidenced by written agreements which shall contain such terms,
conditions, limitations and restrictions as the Plan Administrator shall deem
advisable and which are not inconsistent with this Plan (the "Option
Agreement"). Notwithstanding the foregoing, options shall include or incorporate
by reference the following terms and conditions:

                  5.1 Number of Shares and Price. The maximum number of shares
that may be purchased pursuant to the exercise of each option and the price per
share at which such option is exercisable (the "exercise price") shall be as
established by the Plan Administrator, provided that the Plan Administrator
shall act in good faith to establish the exercise price which shall be not less
than the Fair Market Value per share of the Common Stock at the time the option
is granted with respect to incentive stock options and not less than par value
per share of the Common Stock at the time the option is granted with respect to
nonqualified stock options and also provided that, with respect to incentive
stock options granted to greater than 10% shareholders, the exercise price shall
be as required by Section 6.

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                  5.2 Term and Maturity. Subject to the restrictions contained
in Section 6 with respect to granting incentive stock options to greater than
10% shareholders, the term of each incentive stock option shall be as
established by the Plan Administrator and, if not so established, shall be 10
years from the date it is granted but in no event shall the term of any
incentive stock option exceed 10 years. The term of each nonqualified stock
option shall be as established by the Plan Administrator and, if not so
established, shall be 10 years from the date it is granted. To ensure that the
Company or related corporation will achieve the purpose and receive the benefits
contemplated in this Plan, any option granted to any Optionee hereunder shall,
unless the condition of this sentence is waived or modified in the agreement
evidencing the option or by resolution adopted by the Plan Administrator, be
exercisable according to the following schedule:

                  Period of Optionee's
                  Continuous Relationship
                  With the Company or Related
                  Corporation From the Date          Portion of Total Option
                  the Option is Granted              Which is Exercisable
                  -----------------------------------------------------------
                       after 1 year                        33.33%
                       after 2 years                       66.67%
                       after 3 years                       100.00%

                  5.3 Exercise. Subject to the vesting schedule described in
subsection 5.2 hereof, each option may be exercised in whole or in part;
provided, that only whole shares may be issued pursuant to the exercise of any
option. Subject to any other terms and conditions herein, the Plan Administrator
may provide that an option may not be exercised in whole or in part for a stated
period or periods of time during which such option is outstanding; provided,
that the Plan Administrator may rescind, modify, or waive any such limitation
(including by the acceleration of the vesting schedule upon a change in control
of the Company) at any time and from time to time after the grant date thereof.
During an Optionee's lifetime, any incentive stock options granted under the
Plan are personal to such Optionee and are exercisable solely by such Optionee.
Options shall be exercised by delivery to the Company of notice of the number of
shares with respect to which the option is exercised, together with payment of
the exercise price in accordance with Section 5.4 hereof.

                  5.4 Payment of Exercise Price. Payment of the option exercise
price shall be made in full at the time the notice of exercise of the option is
delivered to the Company and shall be in cash, bank certified or cashier's check
or personal check (unless at the time of exercise the Plan Administrator in a
particular case determines not to accept a personal check) for the Common Stock
being purchased.

                  The Plan Administrator can determine at the time the option is
granted for incentive stock options, or at any time before exercise for
nonqualified stock options, that additional forms of payment will be permitted.
To the extent permitted by the Plan Administrator and applicable laws and
regulations (including, but not limited to, federal tax and securities laws and
regulations and state corporate law), an option may be exercised by:

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                  (a) delivery of shares of stock of the Company held by an
Optionee having a Fair Market Value equal to the exercise price, such Fair
Market Value to be determined in good faith by the Plan Administrator;

                  (b) delivery of a properly executed exercise notice, together
with irrevocable instructions to a broker, all in accordance with the
regulations of the Federal Reserve Board, to promptly deliver to the Company the
amount of sale or loan proceeds necessary to pay the exercise price and any
federal, state or local withholding tax obligations that may arise in connection
with the exercise; or

                  (c) delivery of a properly executed exercise notice together
with instructions to the Company to withhold from the shares that would
otherwise be issued upon exercise that number of shares having a Fair Market
Value equal to the option exercise price.

                  5.5 Withholding Tax Requirement. The Company or any related
corporation shall have the right to retain and withhold from any payment of cash
or Common Stock under the Plan the amount of taxes required by any government to
be withheld or otherwise deducted and paid with respect to such payment. At its
discretion, the Company may require an Optionee receiving shares of Common Stock
to reimburse the Company for any such taxes required to be withheld by the
Company and withhold such shares in whole or in part until the Company is so
reimbursed. In lieu thereof, the Company, at its option in its sole discretion,
shall (a) have the right to withhold from any other cash amounts due or to
become due from the Company to the Optionee an amount equal to such taxes or (b)
retain and withhold a number of shares having a market value not less than the
amount of such taxes required to be withheld by the Company to reimburse the
Company for any such taxes and cancel (in whole or in part) any such shares so
withheld. If required by Section 16(b) of the Exchange Act, the election to pay
withholding taxes by delivery of shares held by any person who at the time of
exercise is subject to Section 16(b) of the Exchange Act, shall be made either
six months prior to the date the option exercise becomes taxable or at such
other times as the Company may determine as necessary to comply with Section
16(b) of the Exchange Act.

                  5.6 Assignability and Transferability of Option. Options
granted under this Plan and the rights and privileges conferred hereby may not
be transferred, assigned, pledged or hypothecated in any manner (whether by
operation of law or otherwise) other than (i) by will or by the applicable laws
of descent and distribution, (ii) pursuant to a qualified domestic relations
order as defined in Section 414(p) of the Code, or Title I of the Employee
Retirement Income Security Act of 1974, as amended, or the rules thereunder, or
(iii) as otherwise determined by the Plan Administrator and set forth in the
applicable Option Agreement. Any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of any option under this Plan or of any right
or privilege conferred hereby, contrary to the Code or to the provisions of this
Plan, or the sale or levy or any attachment or similar process upon the rights
and privileges conferred hereby shall be null and void. The designation by an
Optionee of a beneficiary does not, in and of itself, constitute an
impermissible transfer under this Section.

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                  5.7 Termination of Relationship(1). If the Optionee's
relationship with the Company or any related corporation ceases for any reason
other than termination for cause, death or total disability, and unless by its
terms the option sooner terminates or expires, then the Optionee may exercise,
for a ninety (90)-day period, that portion of the Optionee's option which is
exercisable at the time of such cessation, but the Optionee's option shall
terminate at the end of the ninety (90)-day period following such cessation as
to all shares for which it has not theretofore been exercised, unless, in the
case of a nonqualified stock option, such provision is waived in the agreement
evidencing the option or by resolution adopted by the Plan Administrator within
ninety (90) days of such cessation. If, in the case of an incentive stock
option, an Optionee's relationship with the Company or related corporation
changes (i.e., from employee to non-employee, such as a consultant), such change
shall constitute a termination of an Optionee's employment with the Company or
related corporation and the Optionee's incentive stock option shall become a
non-qualified stock option.

                  If an Optionee is terminated for cause, any option granted
hereunder shall automatically terminate as of the date of the first discovery by
the Company or any related corporation of any reason for termination for cause,
and such Optionee shall thereupon have no right to purchase any shares pursuant
to such option. "Termination for cause" shall mean dismissal for any act that is
adverse to the Company or any related corporation, including, without
limitation, dishonesty, conviction or confession of a crime punishable by law,
fraud, misconduct, willful disobedience of directives of the Board which the
Board in good faith determines might reasonably be expected to have a
detrimental effect on the Company's business, operations, affairs or financial
position, or disclosure of confidential information. If an Optionee's
relationship with the Company or any related corporation is suspended pending an
investigation of whether or not the Optionee shall be terminated for cause, all
Optionee's rights under any option granted hereunder likewise shall be suspended
during the period of investigation.

                  If an Optionee's relationship with the Company or any related
corporation ceases because of a total disability, the Optionee's option shall
not terminate or, in the case of an incentive stock option, cease to be treated
as an incentive stock option until the end of the 12-month period following such
cessation (unless by its terms it sooner terminates and expires). As used in
this Plan, the term "total disability" refers to a mental or physical impairment
of the Optionee which is expected to result in death or which has lasted or is
expected to last for a continuous period of 12 months or more and which causes
the Optionee to be unable, in the opinion of the Company and two (if more than
one is required by the Company in its sole discretion) independent physicians,
to perform his or her duties for the Company and to be engaged in any
substantial gainful activity. Total disability shall be deemed to have occurred
on the first day after the Company and the two (if more than one is required by
the Company in its sole discretion) independent physicians have furnished their
opinion of total disability to the Plan Administrator.

--------
(1) Consider shortening this period to 30 days.

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                  For purposes of this subsection 5.7, a transfer of
relationship between or among the Company and/or any related corporation shall
not be deemed to constitute a cessation of relationship with the Company or any
of its related corporations. For purposes of this subsection 5.7, with respect
to incentive stock options, employment shall be deemed to continue while the
Optionee is on military leave, sick leave or other bona fide leave of absence
(as determined by the Plan Administrator). The foregoing notwithstanding,
employment shall not be deemed to continue beyond the first (ninety) 90 days of
such leave, unless the Optionee's reemployment rights are guaranteed by statute
or by contract.

                  As used herein, the term "related corporation", when referring
to a subsidiary corporation, shall mean any corporation (other than the Company)
or other entity in, at the time of the granting of the option, an unbroken chain
of corporations ending with the Company, if stock or other interests possessing
50% or more of the total combined voting power of all classes of stock or other
interests of each of the corporations or other entities other than the Company
is owned by one of the other corporations or other entities in such chain. When
referring to a parent corporation or other entity, the term "related
corporation" shall mean any corporation or other entity in an unbroken chain of
corporations or other entities ending with the Company if, at the time of the
granting of the option, each of the corporations or other entities other than
the Company owns stock or other interests possessing 50% or more of the total
combined voting power of all classes of stock or other interests in one of the
other corporations or other entities in such chain.

                  5.8 Death of Optionee. If an Optionee dies while he or she has
a relationship with the Company or any related corporation, any option held by
such Optionee to the extent that the Optionee would have been entitled to
exercise such option at the time of the Optionee's death, and unless by its
terms the option sooner terminates or expires, may be exercised within one year
after his or her death by the personal representative of his or her estate or by
the person or persons to whom the Optionee's rights under the option shall pass
by will or by the applicable laws of descent and distribution.

                  5.9 Repurchase. Notwithstanding any other provision of this
Option Agreement, following the occurrence of a termination for any reason other
than death or disability (a "Terminating Event"), or a termination as a result
of death or disability (a "Special Terminating Event"), the Company shall have
the right to repurchase (the "Repurchase Right") all or any portion of the
shares purchased by Optionee upon the exercise of all options granted hereunder,
as well as any unexercised options which Optionee has the right to exercise at
the time of termination. The Company shall exercise its Right of Repurchase
within 120 days following the effective date of a Terminating Event (which does
not result from the Company's termination of Optionee's employment "for cause")
or the effective date of a Special Terminating Event, and the Repurchase Right
shall be exercisable at a price equal to the Fair Market Value of such shares
or, in the case of unexercised options, the Fair Market Value of the shares
underlying such unexercised options less the exercise price which would be
payable upon the exercise of such unexercised options. Following the occurrence
of a Terminating Event which results from the Company's termination of
Optionee's employment "for cause," the Repurchase Right shall be exercisable as
to all or any portion of the shares purchased by Optionee upon the exercise of
all options granted hereunder, at a price equal to the initial exercise price of
such options. (All unexercised options shall expire in accordance with Section
5.7.) The Company shall pay the repurchase price within 90 days of exercising
the Repurchase Right. The Repurchase Right shall lapse and cease to have any
further effect (i) after 120 days have elapsed from the effective date of the
Terminating Event or Special Terminating Event, as the case may be, and (ii)
upon an initial public offering of the Company's equity securities pursuant to
an effective registration statement or Form S-1 filed under the Securities Act
of 1933, as amended.

                                       6
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                  5.10 Status of Shareholder. Neither the Optionee nor any party
to which the Optionee's rights and privileges under the option may pass shall
be, or have any of the rights or privileges of, a Shareholder of the Company
with respect to any of the shares issuable upon the exercise of any option
granted under this Plan unless and until such option has been exercised.

                  5.11 Continuation of Employment. Nothing in this Plan or in
any option granted pursuant to this Plan shall confer upon any Optionee any
right to continue in the employ of the Company or of a related corporation, or
to interfere in any way with the right of the Company or of any such related
corporation to terminate his or her employment or other relationship with the
Company at any time.

                  5.12 Modification and Amendment of Option. Subject to the
requirements of Code Section 422 with respect to incentive stock options and to
the terms and conditions and within the limitations of this Plan, the Plan
Administrator may modify or amend outstanding options granted under this Plan.
The modification or amendment of an outstanding option shall not, without the
consent of the Optionee, impair or diminish any of his or her rights or any of
the obligations of the Company under such option. Except as otherwise provided
in this Plan, no outstanding option shall be terminated without the consent of
the Optionee. Unless the Optionee agrees otherwise, any changes or adjustments
made to outstanding incentive stock options granted under this Plan shall be
made in such a manner so as not to constitute a "modification" as defined in
Code Section 424(h) and so as not to cause any incentive stock option issued
hereunder to fail to continue to qualify as an incentive stock option as defined
in Code Section 422(b).

                  5.13 Limitation on Value for Incentive Stock Options. As to
all incentive stock options granted under the terms of this Plan, to the extent
that the aggregate Fair Market Value (determined at the time the incentive stock
option is granted) of the stock with respect to which incentive stock options
are exercisable for the first time by the Optionee during any calendar year
(under this Plan and all other incentive stock option plans of the Company, a
related corporation or a predecessor corporation) exceeds $100,000, such options
shall be treated as nonqualified stock options. The previous sentence shall not
apply if the Code is amended or if the Internal Revenue Service publicly rules,
issues a private ruling to the Company, any Optionee, or any legatee, personal
representative or distributee of an Optionee or issues regulations, changing or
eliminating such annual limit, in which case the limitation shall be that
provided by the Code or the Internal Revenue Service, as the case may be.

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                  5.14 Valuation of Common Stock Received Upon Exercise

                           5.14.1 Definition of Fair Market Value. The Fair
Market Value of Common Stock for purposes of this plan shall be the Fair Market
Value as determined by the Plan Administrator, provided, that if the Common
Stock is traded in a public market, such valuation shall be the average of the
high and low trading prices or bid and asked prices, as applicable, of the
Common Stock for the date of receipt by the Company of the Optionee's delivery
of shares under Section 5.1.4(a) hereof or delivery of the Notice of Exercise
under Section 5.1.4(c) hereof, determined as of the trading day immediately
preceding such date (or, if no sale of shares is reported for such trading day,
on the next preceding day on which any sale shall have been reported).

                           5.14.2 Exercise of Option Under Section 5.4(b). The
value of Common Stock received by the Optionee from an exercise under Section
5.4(b) hereof (a) in the case of the sale of the Common Stock received as a
result of the exercise by a broker on the date of receipt by the Company of the
Optionee's exercise notice, shall equal the sales price received for such
shares; and (b) in all other cases, shall be determined as provided in Section
5.14.1 hereof.

         SECTION 6. Greater Than 10% Shareholders.

                  6.1 Exercise Price and Term of Incentive Stock Options. If
incentive stock options are granted under this Plan to employees who own more
than 10% of the total combined voting power of all classes of stock of the
Company or any related corporation, the term of such incentive stock options
shall not exceed five years and the exercise price shall be not less than 110%
of the Fair Market Value of the Common Stock at the time the incentive stock
option is granted. This provision shall control notwithstanding any contrary
terms contained in an option agreement or any other document. The term and
exercise price limitations of this provision shall be amended to conform to any
change required (or, in the sole discretion of the Plan Administrator,
permitted) by a change in the Code or by a ruling or pronouncement of the
Internal Revenue Service.

                  6.2 Attribution Rule. For purposes of subsection 6.1, in
determining stock ownership, an employee shall be deemed to own the stock owned,
directly or indirectly, by or for his or her brothers, sisters, spouse,
ancestors and lineal descendants. Stock owned, directly or indirectly, by or for
a corporation, partnership, limited liability company, estate or trust shall be
deemed to be owned proportionately by or for its shareholders, partners, members
or beneficiaries. If an employee or a person related to the employee owns an
unexercised option or warrant to purchase stock of the Company, the stock
subject to that portion of the option or warrant which is unexercised shall not
be counted in determining stock ownership. For purposes of this Section 6, stock
owned by an employee shall include all stock owned by him or her which is
actually issued and outstanding immediately before the grant of the incentive
stock option to the employee.

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<PAGE>

         SECTION 7. Adjustments Upon Changes in Capitalization. The aggregate
number and class of shares for which options may be granted under this Plan, the
number and class of shares covered by each outstanding option, and the exercise
price per share thereof (but not the total price), shall all be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock of the Company resulting from a split-up or consolidation of shares or any
like capital adjustment, or the payment of any dividend declared and paid on the
Common Stock of the Company with shares of Common Stock of the Company.

                  7.1. Effect of Liquidation, Reorganization or Change in
Control.

                           7.1.1 Cash or Other Property for Stock. Except as
provided in subsection 7.1.2 or as otherwise determined by the Plan
Administrator, upon a merger, consolidation, recapitalization or reorganization
(other than a transaction in which the direct or indirect beneficial ownership
of the capital stock of the Company immediately after the consummation of such
transaction is substantially the same as the beneficial ownership of the
Company's capital stock immediately prior to the consummation thereof) or
liquidation or winding up of the Company, as a result of which the shareholders
of the Company receive cash or property other than capital stock in exchange for
or in connection with their shares of Common Stock, any option granted hereunder
shall terminate, and the Optionee shall have the right immediately prior to any
such merger, consolidation, recapitalization, reorganization or liquidation to
exercise such Optionee's option in whole or in part with respect to all shares
covered by the option whether or not the vesting requirements otherwise set
forth in the option agreement have been satisfied.

                           7.1.2 Conversion of Options on Stock for Stock
Exchange. Unless the Plan Administrator determines otherwise, if the
shareholders of the Company receive capital stock of another corporation
("Exchange Stock") in exchange for their shares of Common Stock in any
transaction involving a merger, consolidation, recapitalization or
reorganization, all options granted hereunder shall be converted into options to
purchase shares of Exchange Stock. If applicable, the amount and price of
converted options shall be determined by adjusting the amount and price of the
options granted hereunder in the same proportion as used for determining the
number of shares of Exchange Stock the holders of the Common Stock receive in
such merger, consolidation, recapitalization or reorganization. Unless the Plan
Administrator determines otherwise, the converted options shall be fully vested
whether or not the vesting requirements set forth in the option agreement have
been satisfied.

                  7.2 Fractional Shares. In the event of any adjustment in the
number of shares covered by an option, any fractional shares resulting from such
adjustment shall be disregarded and each such option shall cover only the number
of full shares resulting from such adjustment.

                  7.3 Determination of Board to Be Final. All Section 7
adjustments shall be made by the Plan Administrator, and its determination as to
what adjustments shall be made, and the extent thereof, shall be final, binding
and conclusive. Unless an Optionee agrees otherwise, any change or adjustment to
an incentive stock option shall be made in such a manner so as not to constitute
a "modification" as defined in Code Section 425(h) and so as not to cause his or
her incentive stock option issued hereunder to fail to continue to qualify as an
incentive stock option as defined in Code Section 422(b).

                                       9
<PAGE>

         SECTION 8. Securities Regulation. Shares shall not be issued with
respect to an option granted under this Plan unless the exercise of such option
and the issuance and delivery of such shares pursuant thereto shall comply with
all relevant provisions of law, including, without limitation, any applicable
state securities laws, the Securities Act of 1933, as amended, the Exchange Act,
the rules and regulations promulgated thereunder, and the requirements of any
stock exchange or inter-dealer quotation system upon which the shares may then
be listed, and shall be further subject to the approval of counsel for the
Company with respect to such compliance, including the availability of an
exemption from registration for the issuance and sale of any shares hereunder.
Inability of the Company to obtain from any regulatory body having jurisdiction
the authority deemed by the Company's counsel to be necessary for the lawful
issuance and sale of any shares hereunder or the unavailability of an exemption
from registration for the issuance and sale of any shares hereunder shall
relieve the Company of any liability in respect of the nonissuance or sale of
such shares as to which such requisite authority shall not have been obtained.

         As a condition to the exercise of an option, the Company may require
the Optionee to represent and warrant at the time of any such exercise that the
shares are being purchased only for investment and without any present intention
to sell or distribute such shares if, in the opinion of counsel for the Company,
such representation is required by any relevant provision of the aforementioned
laws. At the option of the Company, a stop-transfer order against any shares of
stock may be placed on the official stock books and records of the Company, and
a legend indicating that the stock may not be pledged, sold or otherwise
transferred unless an opinion of counsel is provided (concurred in by counsel
for the Company) stating that such transfer is not in violation of any
applicable law or regulation, may be stamped on stock certificates in order to
assure exemption from registration. The Company may also require such other
action or agreement by the Optionees as it may from time to time deem to be
necessary or advisable. THE COMPANY SHALL NOT BE OBLIGATED, BY REASON OF THIS
PROVISION OR OTHERWISE, TO UNDERTAKE REGISTRATION OF THE OPTIONS OR STOCK
HEREUNDER.

         Should any of the Company's capital stock of the same class as the
stock subject to options granted hereunder be listed on a national securities
exchange or inter-dealer quotation system, all stock issued hereunder if not
previously listed on such exchange or inter-dealer quotation system shall be
authorized by that exchange or system for listing thereon prior to the issuance
thereof.

         SECTION 9. Amendment and Termination.

                  9.1 Board Action. The Board may at any time suspend, amend or
terminate this Plan, provided that except as set forth in Section 7, the
approval of the holders of a majority of the Company's outstanding shares of
voting capital stock present and entitled to vote at any meeting is necessary
for the adoption by the Board of any amendment which will:

                                       10
<PAGE>

                           (a) increase the number of shares which are to be
reserved for the issuance of options under this Plan;

                           (b) permit the granting of stock options to a class
of persons other than those presently permitted to receive stock options under
this Plan; or

                           (c) require shareholder approval under applicable
law, including Section 16(b) of the Exchange Act.

         No amendment, suspension or termination of the Plan shall impair the
rights of any Optionee unless mutually agreed otherwise between the Optionee of
the Plan Administrator, which agreement must be in writing and signed by the
Optionee and the Company.

                  9.2 Automatic Termination. Unless sooner terminated by the
Board, this Plan shall terminate ten years from the earlier of (a) the date on
which this Plan is adopted by the Board or (b) the date on which this Plan is
approved by the shareholders of the Company. No option may be granted after such
termination or during any suspension of this Plan. The amendment or termination
of this Plan shall not, without the consent of the option holder, alter or
impair any rights or obligations under any option theretofore granted under this
Plan.

         SECTION 10. Effectiveness Of This Plan. This Plan shall become
effective upon adoption by the Board so long as it is approved by the holders of
a majority of the Company's outstanding shares of voting capital stock present
and entitled to vote at any meeting at any time within 12 months before or after
the adoption of this Plan.

         Adopted by the Board of Directors as of March 13, 2002, and approved by
a majority of the holders of the Company's outstanding shares of Common Stock as
of _________, 20__.


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