EXHIBIT 10.6(a)

                              I.T. TECHNOLOGY, INC.

                             2000 STOCK OPTION PLAN


         1. Purpose. The purpose of this I.T. Technology, Inc. (the
"Company") 2000 Stock Option Plan (the "Plan") is to further the growth and
development of the Company and its subsidiaries by providing an incentive to
directors, officers, other key employees and other individuals who provide
services to the Company and/or its subsidiaries who are in a position to
contribute materially to the prosperity of the Company and to participate in the
long-term growth of the Company by receiving the opportunity to acquire shares
of the Company's Common Stock and to provide for additional compensation based
on appreciation in the Company's shares. The Plan provides a means to increase
such persons' interests in the Company's welfare, to encourage them to continue
their services to the Company or its subsidiaries, and to attract individuals of
outstanding ability to enter the employment of the Company or its subsidiaries.

         2. Definitions. The following definitions are applicable to the Plan:

                  2.1      Accrued Installment. Any exercisable portion of a
                           Stock Option granted under the Plan.

                  2.2      Board.  The Board of Directors of the Company.

                  2.3      Code. The Internal Revenue Code of 1986, as amended
                           from time to time.

                  2.4      Company. I.T. Technology, Inc., a Delaware
                           corporation.

                  2.5      Common Stock. The shares of the $.001 par value per
                           share common stock of the Company.

                  2.6      Disabled or Disability. An Optionee shall be deemed
              to be Disabled if he or she is unable to engage in any substantial
         gainful activity by reason of any medically determinable physical or
         mental impairment which can be expected to result in death or which has
         lasted or can be expected to last for a continuous period of not less
         than thirty (30) consecutive days. The determination of whether an
         individual is Disabled or has a Disability shall be determined under
         procedures established by the Plan Administrator.

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                  2.7      Fair Market Value. For purposes of the Plan, the
         Fair Market Value of any share of Common Stock of the Company at any
         date shall be determined based on (a) if the Common Stock is listed on
         an established stock exchange or exchanges or reported by NASDAQ, the
         last reported sale price per share on the last trading day immediately
         preceding such date on the principal exchange on which it is traded, or
         if no sale was made on such day on such principal exchange, at the
         closing reported bid price on such day on such exchange, or (b) if the
         Common Stock is not then listed on an exchange, the last reported sale
         price per share on the last trading day immediately preceding such date
         reported by NASDAQ, or if sales are not reported by NASDAQ or no sale
         was made on such date, the average of the closing bid and asked price
         per share for the Common Stock in the over-the-counter market as quoted
         by NASDAQ on the day prior to such date, or (c) if the Common Stock is
         not publicly traded at the time a Stock Option is granted under the
         Plan, Fair Market Value shall be deemed to be the fair value of the
         Common Stock as determined by the Plan Administrator after taking into
         consideration all factors which it deems appropriate, including,
         without limitation, recent sale and offer prices of the Common Stock in
         private transactions negotiated at arm's length.

                  2.8      Incentive Stock Option.  Any Stock Option intended to
         be and designated as an "incentive stock option" within the meaning of
         Section 422 of the Code.

                  2.9      Nonqualified Stock Option. Any Stock Option that is
         not an Incentive Stock Option.

                  2.10     Optionee.  The recipient of a Stock Option.

                  2.11     Option Price. The exercise or purchase price for any
         Stock Option awarded under the Plan.

                  2.12     Plan.  The I.T. Technology, Inc. 2000 Stock Option
         Plan, as amended from time to time.

                  2.13     Plan Administrator. The Board or the Stock Option
         Committee designated pursuant to Section 6 hereof which is authorized
         to administer, construe and interpret the terms of the Plan.

                  2.14     Stock Option. Any option to purchase shares of Common
         Stock pursuant to Section 9.

         3. Stock Options Under the Plan. Two types of Stock Options (referred
to herein as "Stock Options" without distinction between such two types) may be
granted under the Plan: Nonqualified Stock Options and Stock Options intended to
qualify as Incentive Stock Options.

         4. Effective Date of Plan. The Plan shall be adopted and become
effective on the date upon which the Securities and Exchange Commission declares
effective the Company's registration statement pursuant to which the company
initially sells shares of its common stock to the public, subject, however, to
the prior approval of the Plan by the stockholders of the Company (the
"Effective Date").

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         5. Term of Plan. Unless sooner terminated by the Board in its
sole discretion, the Plan will expire and no Stock Options may be granted
hereunder on and after ten (10) years from the earlier of the date the Plan is
adopted or the date the Plan is approved by the stockholders of the Company (the
"Plan Termination Date").

         6.       Administration.

                  6.1 Administration by Board. Subject to Section 6.2,
         the Plan Administrator shall be the Board; however, any Board members
         who are not "outside directors" as defined in Treas. Reg. ss.
         1.162-27(e)(3) ("outside directors") shall abstain from any actions
         taken by the Plan Administrator. Subject to the provisions of the plan,
         the Plan Administrator shall have sole authority and discretion to
         construe and interpret the Plan, to promulgate, amend and rescind rules
         and regulations relating to its administration, to select from time to
         time from among the eligible employees (as determined pursuant to
         Section 7 below) of the Company and its subsidiaries those individuals
         to whom Stock Options will be granted, to determine the timing and
         manner of the grant of the Stock Options, to determine the Option
         Price, the number of shares covered by and all of the terms of the
         Stock Option, to determine the duration and purpose of leaves of
         absence which may be granted to Stock Option holders without
         constituting termination of their employment for purposes of the Plan,
         and to make all of the determinations necessary or advisable for
         administration of the Plan. The  interpretation and construction by
         the Plan Administrator of any provision of the Plan, or of any
         agreement issued and executed under the Plan, shall be final and
         binding upon all parties. No member of the Board shall be liable for
         any action or determination undertaken or made in good faith with
         respect to the Plan or any agreement executed pursuant to the Plan.

                  6.2 Administration by Stock Option Committee. The Board
         may, in its sole discretion, delegate any or all of its duties under
         Section 6.1 above as Plan Administrator to a committee selected by the
         Board which shall act as the Plan Administrator pursuant to the terms
         hereof (the "Stock Option Committee"). The Stock Option Committee shall
         consist of not fewer than two (2) members of the Board, all of whom
         shall be persons who, in the opinion of counsel to the Company, are
         outside directors and "non-employee directors" within the meaning of
         Rule 16b-3(b)(3)(i) promulgated pursuant to the Securities Exchange
         Act of 1934, as amended. From time to time, the Board may increase or
         decrease (to not less than two members) the size of the Stock Option
         Committee, and add additional members to, or remove members from, the
         Stock Option Committee. The Stock Option Committee shall act pursuant
         to a majority vote or the written consent of a majority of its members
         and minutes shall be kept of all of its meetings and copies thereof
         shall be provided to the Board. Subject to the provisions of the Plan
         and the direction of the Board, the Stock Option Committee may
         establish and follow such rules and regulations for the conduct of its
         business as it may deem advisable. No member of the Stock Option
         Committee shall be liable for any action or determination undertaken or
         made in good faith with respect to the Plan or any agreement executed
         pursuant to the Plan.

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         7. Eligibility. Any employee (including any officer who is an
employee) or director of the Company or any of its subsidiaries and any other
individuals who provide services to the Company or its subsidiaries shall be
eligible to receive a Stock Option under the Plan, provided, however, that no
person who owns stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company or any of its parent or subsidiary
corporations (an "Owner") shall be eligible to receive an Incentive Stock Option
under the Plan unless at the time such Stock Option is granted the Option Price
(determined in the manner provided in Section 9.2 hereof) is at least 110% of
the Fair Market Value of the shares subject to the Stock Option and such Stock
Option by its terms is not exercisable after the expiration of five (5) years
from the date such Stock Option is granted. Incentive Stock Options shall only
be granted to employees of the Company or one of its subsidiaries. An Optionee
may receive more than one Stock Option under the Plan.

         8.       Shares Subject to the Plan.

                  8.1 Available Shares. The shares available for issue
         upon the exercise of Stock Options granted under the Plan shall be
         shares of the Company's authorized but unissued, or reacquired, Common
         Stock. The aggregate number of shares which may be issued upon the
         exercise of Stock Options granted under the Plan shall not exceed one
         million six hundred fifty thousand (1,650,000) shares of Common Stock,
         subject to adjustment as provided in Section 8.2 hereof. In the event
         that the grant of any Stock Option under the Plan for any reason
         expires, is terminated or surrendered without being exercised in full
         or is exercised or surrendered without the distribution of shares, the
         shares of Common Stock allocable to the unexercised portion of the
         Stock Option shall again be available for grant and distribution under
         the Plan as if no Stock Option had been granted with respect to such
         shares. In the event any portion of a Stock Option is exercised
         pursuant to a "stock-for-stock exercise" as provided in Subsection
         9.3(b), the shares of Common Stock surrendered thereby shall again be
         available for grant and distribution under the Plan as if no Stock
         Option had been granted with respect to such shares.

                  8.2 Capital Structure Adjustments. Except as otherwise
         provided herein, appropriate and proportionate capital structure
         adjustments shall be made in the number and class of shares subject to
         the Plan, to the Stock Option rights granted under the Plan, and the
         Option Price of such Stock Option rights, in the event of a stock
         dividend (but only on Common Stock), stock split, reverse stock split,
         recapitalization, reorganization, merger, consolidation, separation, or
         like change in the corporate or capital structure of the Company. To
         the extent that the foregoing adjustments relate to stock or securities
         of the Company, such adjustments shall be made by the Plan
         Administrator, the determination of which in that respect shall be
         final, binding, and conclusive, provided that each Incentive Stock
         Option granted pursuant to the Plan shall not be adjusted in a manner
         that causes it to fail to continue to qualify as an Incentive Stock
         Option. In the event of a liquidation, a merger, reorganization, or
         consolidation of the Company with any other corporation in which the
         Company is not the surviving corporation or the Company becomes a
         wholly owned subsidiary of another corporation, or the sale of all or
         substantially all of the property of the Company, any unexercised Stock
         Option rights theretofore granted under the Plan shall be deemed



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         canceled unless the surviving corporation in any such merger,
         reorganization, or consolidation elects to assume the Stock Option
         rights under the Plan or to use substitute stock option rights in place
         thereof, provided, however, that, notwithstanding the foregoing, if
         such Stock Option rights would otherwise be canceled in accordance with
         the foregoing, the Stock Option recipient shall have the right,
         exercisable during a ten-day period ending on the fifth day prior to
         such liquidation, merger, or consolidation, to exercise all Stock
         Option rights held by such recipient without regard to any restrictions
         on exercisability, including but not limited to the unvested portions
         of such Stock Options. Notwithstanding the foregoing, in the event that
         any transaction causing the termination of the Stock Option granted
         hereunder pursuant to the terms of this Section 8.2 is not consummated;
         (i) any Accrued Installment that was exercised pursuant to the terms of
         this Section 8.2, may, at the election of the Optionee, be rescinded;
         and (ii) unexercised Accrued Installments that had become exercisable
         solely by reason of the provisions of Section 8.2 hereof shall again
         become unaccrued and unexercisable as of said termination of such
         transaction, subject, however, to such Stock Option continuing to be
         governed by the terms of the Stock Option agreement under which such
         Stock Option was granted including the accrual schedule for the vesting
         of such Stock Option set forth therein.

                  8.3 Substitution or Assumptions of Stock Options. In
         addition to and not in lieu of those rights granted pursuant to Section
         8.2 hereof, if provisions shall be made in writing in connection with
         such transaction for the continuance of the Plan and/or the assumption
         of Stock Options theretofore granted, or the substitution of such Stock
         Options for options covering the stock of the successor corporation or
         a parent or subsidiary thereof with appropriate adjustments as to the
         number and kind of shares and prices, the unexercised Stock Options
         theretofore granted shall continue in the manner and under the terms so
         provided.

                  8.4 No Obligations of Successor Corporations. Neither
         the Company nor any successor entity shall have any obligation to
         provide for the continuance, assumption or substitution of this Plan or
         the Stock Options by any successor corporation or parent or subsidiary
         thereof in the event of a merger, reorganization or consolidation where
         the Company is not the surviving entity.

         9. Terms and Conditions of Stock Options. Stock Options granted
under the Plan shall be evidenced by agreements (which need not be identical) in
such form and containing such provisions which are consistent with the Plan as
the Plan Administrator shall from time to time approve. Such agreements may
incorporate all or any of the terms hereof by reference and shall comply with
and be subject to the following terms and conditions:


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                  9.1 Number of Shares Subject to Stock Option. Each Stock
         Option agreement shall specify the number of shares subject to the
         Stock Option.

                  9.2 Stock Option Price. The Option Price for the shares
         subject to any Stock Option shall be such amount as is determined by
         the Plan Administrator. Anything to the contrary contained herein
         notwithstanding, the Option Price for the shares subject to any
         Nonqualified Stock Option may be less than Fair Market Value, but not
         less than par value per share. The Option Price for the shares subject
         to any Incentive Stock Option shall not be less than 100% of the Fair
         Market Value of the shares of Common Stock of the Company on the date
         the Stock Option is granted. In the case of an Incentive Stock Option
         granted to an employee who owns stock possessing more than 10% of the
         total combined voting power of all classes of stock of the Company or
         any of its parent or subsidiary corporations, the Option Price shall
         not be less than 110% of the Fair Market Value of the shares of Common
         Stock of the Company on the date the Stock Option is granted.

                  9.3 Notice and Payment. Any exercisable portion of a Stock
         Option may be exercised only by:

                           (a) delivery of a written notice to the
                  Company, prior to the time when such Stock Option becomes
                  unexercisable under Section 9.5 hereof, stating the number of
                  shares being purchased and complying with all applicable rules
                  established by the Plan Administrator;

                           (b) payment in full of the Option Price of
                  such Option by, as applicable; (i) cash or check for an amount
                  equal to the aggregate Option Price for the number of shares
                  being purchased; (ii) in the discretion of the Plan
                  Administrator, upon such terms as the Plan Administrator shall
                  approve, a copy of instructions to a broker directing such
                  broker to sell the Common Stock for which such Stock Option is
                  exercised, and to remit to the Company the aggregate Option
                  Price of such Stock Options (a "cashless exercise"); (iii) in
                  the discretion of the Plan Administrator, upon such terms as
                  the Plan Administrator shall approve, the Optionee may pay all
                  or a portion of the Option Price for the number of shares
                  being purchased by tendering shares of the Company's Common
                  Stock owned by the Optionee, duly endorsed for transfer to the
                  Company, with a Fair Market Value on the date of delivery
                  equal to the aggregate Option Price of the shares with respect
                  to which such Stock Option or portion is thereby exercised (a
                  "stock-for-stock exercise") or (iv) in the discretion of the
                  Plan Administrator, upon such terms as the Plan Administrator
                  shall approve, the Optionee may pay all or a portion of the
                  purchase price for the number of shares being purchased by
                  withholding shares of stock from any transfer or payment to
                  the Optionee ("Stock Withholding Exercise");

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                           (c) payment of the amount of tax required to
                  be withheld (if any) by the Company or any parent or
                  subsidiary corporation as a result of the exercise of a Stock
                  Option. At the discretion of the Plan Administrator, upon such
                  terms as the Plan Administrator shall approve, the Optionee
                  may pay all or a portion of the tax withholding by; (i) in the
                  discretion of the Plan Administrator, upon such terms as the
                  Plan Administrator shall approve, cash or check payable to the
                  Company; (ii) in the discretion of the Plan Administrator,
                  upon such terms as the Plan Administrator shall approve,
                  cashless exercise; (iii) in the discretion of the Plan
                  Administrator, upon such terms as the Plan Administrator shall
                  approve, stock-for-stock exercise; (iv) in the discretion of
                  the Plan Administrator, upon such terms as the Plan
                  Administrator shall approve, stock withholding exercise; or
                  (v) a combination of (i), (ii) (iii) and (iv); and

                           (d) delivery of a written notice to the
                  Company requesting that the Company direct the transfer agent
                  to issue to the Optionee (or to his designee) a certificate
                  for the number of shares of Common Stock for which the Stock
                  Option was exercised or, in the case of a cashless exercise,
                  for any shares that were not sold in the cashless exercise.

                           Notwithstanding the foregoing, the Company, subject
                  to the provisions of Section 10.1 hereof, may extend and
                  maintain, or arrange for the extension and maintenance of,
                  credit to any Optionee to finance the Optionee's payment of
                  the Option Price upon the exercise of any Stock Option, on
                  such terms as may be approved by the Plan Administrator,
                  subject to applicable regulations of the Federal Reserve Board
                  and any other laws or regulations in effect at the time such
                  credit is extended. The Plan Administrator may, at any time
                  and in its discretion, authorize a cash payment, determined in
                  accordance with Section 10.2, which shall not exceed the
                  amount required to pay in full the federal, state and local
                  tax consequences of an exercise of any Stock Option granted
                  under the Plan.

                  9.4 Exercise of Stock Option. No Stock Option shall be
         exercisable during the lifetime of an Optionee by any person other than
         the Optionee. Subject to the foregoing, the Plan Administrator shall
         have the power to set the time or times within which each Stock Option
         shall be exercisable and to accelerate the time or times of exercise.
         To the extent that an Optionee has the right to exercise a Stock Option
         and purchase shares pursuant thereto, the Stock Option may be exercised
         from time to time as provided in Section 9.4 hereof. Subject to the
         actions, conditions and/or limitations set forth in this Plan and/or
         any applicable Stock Option agreement entered into hereunder, Stock
         Options granted under this Plan shall be exercisable in accordance with
         the following rules:

                           (a) Subject in all cases to the provisions of
                  Sections 8 and 9.5 hereof, Stock Options shall vest and become
                  exercisable at such times and in such installments (which may
                  be cumulative) as the Board shall provide in the terms of each



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                  individual Stock Option agreement; provided, however that by a
                  resolution adopted after a Stock Option is granted the Plan
                  Administrator may, on such terms and conditions as the Plan
                  Administrator may determine to be appropriate, accelerate the
                  time at which such Stock Option or installment thereof may be
                  exercised.

                           (b) Subject to the provisions of Sections 8
                  and 9.5 hereof, a Stock Option may be exercised when and to
                  the extent such Stock Option becomes an Accrued Installment as
                  provided in the terms under which such Stock Option was
                  granted and at any time thereafter during the term of such
                  Stock Option; provided, however, that in no event shall any
                  Stock Option be granted after the Plan Termination Date.

                  9.5 Term of Stock Option. Any unexercised Accrued Installment
         of any Stock Option granted hereunder shall expire and become
         unexercisable and no Stock Option shall be exercisable after the
         earliest of:

                           (a)      ten (10) years from the date of grant; or

                           (b) the expiration date of the Stock Option
                  established by the Plan Administrator at the time of grant of
                  any Stock Option; or

                           (c) thirty (30) days following the effective
                  date of the  termination of employment, directorship or
                  services (if such director is not then an officer or employee
                  of the Company) with the Company or any of its subsidiaries,
                  as the case may be, of an Optionee for any reason other than
                  death or Disability  (the "Termination  Date").
                   The Plan Administrator, in its sole discretion, may extend
                  such thirty (30) day period for a period not to exceed one (1)
                  year following the Termination Date, but in no event beyond
                  ten years from the date of grant. Any installments under said
                  Stock Option which have not accrued (become vested) as of said
                  Termination Date shall expire and become unexercisable as of
                  said Termination Date. Any portion of a Stock Option that
                  expires hereunder shall remain unexercisable and be of no
                  effect whatsoever after such expiration notwithstanding that
                  such Optionee may be reemployed by, or again become a director
                  of or service provider to, the Company or a subsidiary
                  thereof, as the case may be; or

                           (d) notwithstanding the foregoing provisions
                  of this Section 9.5, in the event of the death of an Optionee
                  while an employee, officer, director or service provider of
                  the Company or a subsidiary thereof as the case may be, or in
                  the event of the termination of employment, directorship or
                  services by reason of the Optionee's Disability, any
                  unexercised Accrued Installment of the Stock Option granted
                  hereunder to such Optionee shall expire and become
                  unexercisable as of the earlier of: (i) the expiration date of
                  the Stock Option established by the Plan Administrator at the
                  time of grant of any Stock Option; (ii) ten (10) years from
                  the date of grant; or (iii) the first anniversary of the date
                  of death of such Optionee (if applicable) or the first
                  anniversary of the date of the termination of employment or
                  directorship by reason of Disability (if applicable). Any



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                  installments under a deceased Optionee's Option that have not
                  become exercisable as of the date of his or her death shall
                  expire and become unexercisable as of said date of termination
                  of employment as a result of death or disability. For purposes
                  of this Subsection 9.5(d), an Optionee shall be deemed an
                  employee, director or service provider by the Company or any
                  of its subsidiaries, as the case may be, during any period of
                  leave of absence from active employment as authorized by the
                  Company or any of its subsidiaries, as the case may be; or

                           (e) in the case of an Incentive Stock Option
                  granted to an employee who owns stock possessing more than 10%
                  of the total combined voting power of all classes of stock of
                  the Company or any of its parent or subsidiary corporations,
                  the term set forth in Subsection 9.5(a), above, shall not be
                  more than five years after the date the Stock Option is
                  granted.

                  9.6 Limit on Incentive Stock Options. The aggregate
         Fair Market Value (determined at the time the Incentive Stock Option is
         granted) of the Common Stock with respect to which Incentive Stock
         Options granted under this Plan are exercisable for the first time by
         an Optionee during any calendar year shall not exceed $100,000. To the
         extent that the aggregate Fair Market Value (determined at the time the
         Stock Option is granted) of the Common Stock with respect to which
         Incentive Stock Options are exercisable for the first time by an
         Optionee during any calendar year (under all Incentive Stock Option
         plans of the Company and any parent or subsidiary corporations) exceeds
         $100,000, such Stock Options shall be treated as Nonqualified Stock
         Options. The determination of which Stock Options shall be treated as
         Nonqualified Stock Options shall be made by taking Stock Options into
         account in the order in which they were granted.

                  9.7 No Fractional Shares. In no event shall the Company be
         required to issue fractional shares upon the exercise of a Stock
         Option.

                  9.8 Exercisability in the Event of Death. In the event
         of the death of the Optionee, any such Accrued Installment of a
         deceased Optionee may be exercised prior to their expiration pursuant
         to Section 9.5 by (and only by) Optionee's personal representatives,
         heirs, or legatees or other person or persons to whom the Optionee's
         rights shall pass by will or by the laws of the descent and
         distribution, if applicable, subject, however, to all of the terms and
         conditions of this Plan and the applicable Stock Option agreement
         governing the exercise of Stock Options granted hereunder.


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                  9.9 Modification, Extension, and Renewal of Stock
         Options. Subject to the terms and conditions and within the limitations
         of the Plan, the Plan Administrator may modify, extend, or renew
         outstanding Stock Options granted under the Plan, accept the surrender
         of outstanding Stock Options (to the extent not theretofore exercised)
         and authorize the granting of new Stock Options in substitution
         therefore (to the extent not theretofore exercised). The Plan
         Administrator may modify any outstanding Stock Options so as to specify
         a lower Option Price. The Plan Administrator shall not, however,
         without the consent of the Optionee, modify any outstanding Incentive
         Stock Option in any manner which would cause the Stock Option not to
         qualify as an Incentive Stock Option. Notwithstanding the foregoing, no
         modification of a Stock Option shall, without the consent of the
         Optionee, alter or impair any rights of the Optionee under the Stock
         Option.

         10. Supplemental Exercise Terms.

                  10.1 Loans. The Company may extend and maintain, or
         arrange for the extension and maintenance of credit to any Optionee to
         finance the participant's purchase of shares pursuant to the exercise
         of any Stock Option, on such terms as may be approved by the Plan
         Administrator, subject to applicable regulations of the Federal Reserve
         Board and any other laws or regulations in effect at the time such
         credit is extended, either on or after the date of grant of such Stock
         Option. Such loans may be either in connection with the grant or
         exercise of any Stock Option, or in connection with the payment of any
         federal, state and local income taxes in respect of income recognized
         upon exercise of a Stock Option. The Plan Administrator shall have full
         authority to decide whether to make a loan hereunder and to determine
         the amount, term, and provisions of any such loan, including the
         interest rate (which may be zero) charged in respect of any such loan,
         whether the loan is to be secured or unsecured, the terms on which the
         loan is to be repaid and the conditions, if any, under which it may be
         forgiven. However, no loan hereunder shall provide or reimburse to the
         borrower the amount used by him for the payment of the par value of any
         shares of Common Stock issued, have a term (including extensions)
         exceeding ten years in duration, or be an amount exceeding the total
         Option Price Paid by the borrower under a Stock Option or for related
         Common Stock under the Plan plus an amount equal to the cash payment
         permitted in Section 10.2 below.

                  10.2 Cash Payments. The Plan Administrator may, at any
         time and in its discretion, authorize a cash payment, in respect of the
         grant or exercise of a Stock Option under the Plan or the lapse or
         waiver of restrictions under a Stock Option, which shall not exceed the
         amount which would be required in order to pay in full the federal,
         state and local income taxes due as a result of income recognized by
         the recipient as a consequence of: (i) the receipt of a Stock Option or
         the exercise of rights thereunder, and (ii) the receipt of such cash
         payment. The Plan Administrator shall have complete authority to decide
         whether to make such cash payments in any case, to make provisions for
         such payments either simultaneously with or after the grant of the
         associated Stock Option, and to determine the amount of any such
         payment.


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         11. Termination or Amendment of the Plan. The Board may at any time
terminate or amend the Plan in accordance with the following provisions:

                  11.1 Amendment to Plan. Except as provided in Section
         11.3 hereof, the Board may amend this Plan from time to time in such
         respect as the Board may deem advisable, provided, however, that no
         such amendment shall Operate to affect adversely an Optionee's rights
         under this Plan with respect to any Stock Option granted hereunder
         prior to the adoption of such amendment, except as may be necessary, in
         the judgment of counsel to the Company, to comply with any applicable
         law.

                  11.2 Effect of Termination of plan on Outstanding Stock
         Options. Except as set forth in Section 8.2 hereof, no termination of
         the Plan prior to the Plan Termination Date, shall, without the written
         consent of the Optionee, alter the terms of Stock Options already
         granted and such Stock Options shall remain in full force and effect as
         if this Plan had not been terminated.

                  11.3 Shareholder Approval for Amendment to Plan. Any
         amendment to the Plan which would result in any of the following
         changes (except by operation of Section 8.2) must be approved by the
         stockholders of the Company; (i) an increase in the total number of
         shares of Common Stock covered by the Plan; (ii) a change in the class
         of persons eligible to receive Stock Options granted under the Plan;
         and (iii) an extension of the term of the Plan beyond ten (10) years
         from the earlier of the date the Plan is adopted or the date the Plan
         is approved by the stockholders of the Company.

         12. Indemnification. In addition to such other rights of
indemnification as they may have as members of the Board or the Stock Option
Committee, the Plan Administrator shall be indemnified by the Company against
reasonable expense, including attorney's fees, actually and necessarily incurred
in connection with the defense of any action, suit, or proceeding, or in
connection with any appeal therein, 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 grant thereunder, and against all amounts paid by them in settlement
thereof (provided such settlement is approved by independent legal counsel
selected by the Company) or paid by them in satisfaction of a judgment in any
action, suit, or proceeding, except in relation to matters as to which it shall
be adjudged in such action, suit, or proceeding that such member is liable for
negligence or misconduct in the performance of his duties, provided that within
sixty (60) days after institution of any such action, suit, or proceeding, the
member shall offer in writing to the Company the opportunity, at its own
expense, to handle and defend the same.

         13. Withholding. Whenever the Company proposes or is required to
issue or transfer shares under the Plan, the Company shall have the right to
require the recipient to remit to the Company an amount sufficient to satisfy
any federal, state and local withholding tax requirements prior to the delivery
of any certificate or certificates for such shares of Common Stock. If an
Optionee surrenders shares acquired pursuant to the exercise of an Incentive
Stock Option in payment of the Option Price and such surrender constitutes a
disqualifying disposition for purposes of obtaining Incentive Stock Option
treatment under the Code, the Company shall have the right to require the
Optionee to remit to the Company an amount sufficient to satisfy any federal,



                                       11
<PAGE>

state and local withholding tax requirements prior to the delivery of any
certificate or certificates for such shares. Whenever under the Plan, payments
are to be made in cash, such payments shall be net of an amount sufficient to
satisfy any federal, state and local withholding tax requirements. An Optionee
may elect with respect to any Stock Option which is paid in whole or in part in
shares of Common Stock, to surrender previously acquired shares of Common Stock
or authorize the Company to withhold shares (valued at Fair Market Value on the
date of surrender or withholding of the shares) in satisfaction of all such
withholding requirements (the "Share Surrender Withholding Election") in
accordance with the following:

                  13.1 Irrevocable Election. Withholding Election shall be made
         by written notice to the Company and thereafter shall be irrevocable by
         the Optionee.

                  13.2 Approval by Plan Administrator. Any Share Surrender
         Withholding Election shall be subject to the consent or disapproval of
         the Plan Administrator in accordance with rules established from time
         to time by the Plan Administrator.

                  13.3 Timing of Election. Any Share Surrender Withholding
         Election must be made prior to the date on which the Optionee
         recognizes taxable income with respect to the receipt of such shares
         (the "Tax Date").

                  13.4 Timing of Delivery. When the Tax Date falls after
         the exercise of a Stock Option and the makes a Share Surrender
         Withholding Election, the full number of shares subject to the Stock
         Option being exercised will be issued, but the Optionee will be
         unconditionally obligated to deliver to the Company on the Tax Date the
         number of shares having a value on the Tax Date equal to the Optionee's
         federal, state and local withholding tax requirements.

                  13.5 Terms in Agreement. For purposes of this Section
         13.5, the Plan Administrator shall have the discretion to provide (by
         general rule or a provision in the specific Stock Option agreement) at
         the election of the Optionee, "federal, state and local withholding tax
         requirements" that shall be deemed to be any amount designated by the
         Optionee which does not exceed his estimated federal, state and local
         tax obligations associated with the transaction, including FICA taxes
         to the extent applicable.

         14. General Provisions.

                  14.1 Stock Options Not Transferable. Stock Options
         granted under this Plan may not be sold, pledged, hypothecated,
         assigned, encumbered, gifted or otherwise transferred or alienated in
         any manner, either voluntarily or involuntarily by operation of law,
         other than by will or the laws of descent or distribution, and may be
         exercised during the lifetime of an Optionee only by such Optionee.


                                       12
<PAGE>

                  14.2 Transfer of Common Stock. Common Stock issued
         pursuant to the exercise of a Stock Option granted under this Plan or
         any interest in such Common Stock, may be sold, assigned, gifted,
         pledged, hypothecated, encumbered or otherwise transferred or alienated
         in any manner by the holder(s) thereof, subject, however, to the
         provisions of this Plan, including any representations or warranties
         requested under Section 14.6 hereof, and also subject to compliance
         with any applicable federal, state, local or other law, regulation or
         rule governing the sale or transfer of stock or securities.

                  14.3 Reservation of Shares of Common Stock. The Company,
         during the term of this Plan, will at all times reserve and keep
         available such number of shares of its Common Stock as shall be
         sufficient to satisfy the requirements of the Plan.

                  14.4 Restrictions on Issuance of Shares. The Company,
         during the term of this Plan, will use its best efforts to seek to
         obtain from the appropriate regulatory agencies any requisite
         authorization in order to issue and sell such number of shares of its
         Common Stock as shall be sufficient to satisfy the requirements of the
         Plan. The inability of the Company to obtain from any such regulatory
         agency having jurisdiction thereof, the authorization deemed by the
         Company's counsel to be necessary to the lawful issuance and sale of
         any shares of its Common Stock hereunder or the inability of the
         Company to confirm to its satisfaction that any issuance and sale of
         any shares of such Common Stock will meet applicable legal requirements
         shall relieve the Company of any liability in respect of the
         non-issuance or sale of such Common Stock as to which such
         authorization or confirmation shall have not been obtained.

                  14.5 Notices. Any notice to be given to the Company
         pursuant to the provisions of this Plan shall be in writing and
         addressed to the Company in care of its Stock Option Plan Administrator
         at its principal office, and any notice to be given to a director,
         officer or employee of the Company or any of its subsidiaries to whom a
         Stock Option is granted hereunder shall be in writing and addressed to
         him or her at the address given beneath his or her signature on his or
         her Stock Option agreement, or at such other address as such employee,
         officer or director or his or her transferee (upon the transfer of
         Common Stock) may hereafter designate in writing to the Company. Any
         such notice shall be deemed duly given when delivered in person or
         mailed by first-class mail (return receipt requested), telex, telecopy
         or overnight courier to the other's address. It shall be the obligation
         of each Optionee and each transferee holding Common Stock purchased
         pursuant to the exercise of a Stock Option to provide the Stock Option
         Plan Administrator of the Company, by letter mailed as provided
         hereinabove, with Written notice of his or her correct mailing address.

                  14.6 Representations and Warranties. As a condition to
         the exercise of any portion of a Stock Option, the Company may require
         the person exercising such Stock Option to make any representation
         and/or warranty to the Company as may, in the judgment of counsel to
         the Company, be required under any applicable law or regulation,
         including, but not limited to, a representation and warranty that the
         shares are being acquired only for investment and without any present



                                       13
<PAGE>

         intention to sell or distribute such shares if, in the opinion of
         counsel for the Company, such a representation is required under the
         Securities Act or any other applicable law, regulation or rule of any
         governmental agency.

                  14.7 No Enlargement of Employee, Director or Service
         Provider Rights. This Plan is purely voluntary on the part of the
         Company, and while the Company hopes to continue it indefinitely, the
         continuance of the Plan shall not be deemed to constitute a contract
         between the Company or any of its subsidiaries and any director,
         employee or service provider, or to be consideration for, or a
         condition of, the employment, directorship or continued services of
         such individual. Nothing contained in the Plan shall be deemed to give
         any employee the right to be retained in the employ of the Company or
         any of its subsidiaries or to interfere with the right of the Company
         or any of its subsidiaries to discharge or retire any employee,
         director or service provider thereof at any time. No employee shall
         have any right to or interest in Stock Options authorized hereunder
         prior to the grant of such a Stock Option to such employee, and upon
         such grant he shall have only such rights and interests as are
         expressly provided heroin, subject, however, to all applicable
         provisions of the Company's Certificate of Incorporation, as the same
         may be amended from time to time.

                  14.8 Restrictions on Issuance of Shares. The issuance of
         Stock Options and shares of Common Stock shall be subject to compliance
         with all of the applicable requirements of law with respect to the
         issuance and sale of securities, including, without limitation, any
         required qualification under the California Corporate Securities Law of
         1968, as amended.

                  14.9 Legends on Stock Certificates. Unless there is a
         currently effective appropriate registration statement on file with the
         Securities and Exchange Commission pursuant to the Securities Act with
         respect to the shares of Common Stock issuable under this Plan, each
         Certificate representing such Common Stock shall be endorsed on its
         face with the following legend or its equivalent:

                           "Neither the shares represented by this Certificate,
                  nor the Option pursuant to which such shares were issued, have
                  been registered under the Securities Act of 1933, as amended.
                  These shares have been acquired for investment (and not with a
                  view to distribution or resale) and may not be sold,
                  mortgaged, pledged, hypothecated or otherwise transferred
                  without an effective registration statement for such shares
                  under the Securities Act of 1933, as amended, or until the
                  issuer has been furnished with an opinion of counsel for the
                  registered owner of these shares, reasonably satisfactory to
                  counsel for the issuer, that such sale, transfers or
                  disposition is exempt from the registration or qualification
                  provisions of the Securities Act of 1933, as amended."


                                       14
<PAGE>

                  A copy of this Plan shall be delivered to the Secretary of the
         Company and shall be shown by him to any eligible person making
         reasonable inquiry concerning it. In addition, the Company reserves the
         right to place any legends or other restrictions on each certificate
         representing Common Stock which may be required by any applicable state
         securities or other laws.

                  14.10 Remedies. Should any dispute arise concerning the
         sale or other disposition of a Stock Option or shares of Common Stock
         issued or issuable upon the exercise of a Stock Option, or any breach
         by the Company of the terms of the Plan or any Stock Option agreement,
         an Optionee's sole and exclusive remedy shall be damages.

                  14.11 Invalid Provisions. In the event that any provision
         of this Plan is found to be invalid or otherwise unenforceable under
         any applicable law, such invalidity or unenforceability shall not be
         construed as rendering any other provisions contained herein invalid or
         unenforceable, and all such other provisions shall be given full force
         and effect to the same extent as though the invalid or unenforceable
         provision was not contained herein.

                  14.12 Applicable Law. This Plan shall be governed by and
         construed in accordance with the laws of the State of California
         applicable to agreements made and to be performed entirely within such
         state and without regard to the conflict of law principals thereof.

                  14.13 Successors and Assigns. This Plan shall be binding
         on and inure to the benefit of the Company and the officers, directors
         and employees of the Company and any subsidiary, to whom a Stock Option
         is granted hereunder, and their heirs,  executors,
         administrators,  legatees, personal representatives, assignees
         and transferees.

                  14.14 Rights as a Stockholder or Employee. A participant
         or transferee of a Stock Option shall have no right as a stockholder of
         the Company with respect to any shares covered by any grant under this
         Plan until the date of the issuance of a share certificate for such
         shares. No adjustment shall be made for dividends (ordinary or
         extraordinary, whether cash, securities, or other property) or
         distributions or other rights for which the record date is prior to the
         date such share certificate is issued, except as provided in Section
         8.2 hereof. Nothing in the Plan or in any Stock Option agreement shall
         confer upon any Optionee any right to continue in the employ of the
         Company or any of its subsidiaries or interfere in any way with any
         right of the Company or any subsidiary to terminate the Optionee's
         employment at any time.

         IN WITNESS WHEREOF, the Company has caused this Plan to be executed by
its duly authorized officer on this 14th day of April, 2000.


                                                 I.T. TECHNOLOGY, INC.


                                                 By:  /s/ Levi Mochkin
                                                 Name:  Levi Mochkin
                                                 Title:  Chief Executive Officer


Attest:

By:      /s/ Jonathan Herzog
Name:  Jonathan Herzog
Title:   Secretary