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                                                                    EXHIBIT 10.6


EXHIBIT A

                             FINANCIAL INTRANET INC.

                             2000 STOCK OPTION PLAN


1.       PURPOSE OF PLAN; ADMINISTRATION

         1.1      Purpose.
                  -------

         The Financial  Intranet Inc. 2000 Stock Option Plan  (hereinafter,  the
"Plan")  is  hereby  established  to  grant to  officers,  directors  and  other
employees  of  Financial  Intranet  Inc. or of its parents or  subsidiaries  (as
defined in Sections 424(e) and (f),  respectively,  of the Internal Revenue Code
of 1986, as amended (the "Code"),  if any (individually  and  collectively,  the
"Company"),  and to non-employee  consultants and advisors and other persons who
may perform  significant  services for on or behalf of the Company,  a favorable
opportunity to acquire common stock ("Shares" or "Common Stock"), of the Company
and, thereby, to create an incentive for such persons to remain in the employ of
or provide services to the Company and to contribute to its success.


         1.2      Administration.
                  --------------

         The Plan shall be  administered by members of the Board of Directors of
the  Company  (the  "Board"),  if each such member  administering  the Plan is a
"Non-Employee  Director"  within the meaning of Rule 16b-3 under the  Securities
Exchange Act of 1934, as amended ("Rule 16b-3), or a committee (the "Committee")
of two or more directors, each of whom is a disinterested person. Appointment of
Committee  members shall be effective upon acceptance of appointment.  Committee
members  may  resign at any time by  delivering  written  notice  to the  Board.
Vacancies in the Committee may be filled by the Board.

         A majority of the members of the  Committee  shall  constitute a quorum
for the purposes of the Plan.  Provided a quorum is present,  the  Committee may
take action by affirmative  role or consent of a majority of its members present
at a meeting.  Meetings  may be held  telephonically  as long as all members are
able to hear one another,  and a member of the  Committee  shall be deemed to be
present  for  this  purpose  if he or she is in  simultaneous  communication  by
telephone  with the other  members who are able to hear one another.  In lieu of
action at a meeting,  the Committee may act by written  consent of a majority of
its members.

         Subject to the express provisions of the Plan, the Committee shall have
the authority to construe and interpret the Plan and all Stock Option Agreements
(as defined in Section 4.4) entered into pursuant hereto and to define the terms
used therein,  to prescribe,  adopt,  amend,  and rescind rules and  regulations
relating to the administration of the Plan and to make all other  determinations
necessary or advisable for the  administration of the Plan;  provided,  however,
that the Committee may delegate  nondiscretionary  administrative duties to such
employees  of the Company as it deems  proper;  and  provided,  further,  in its
absolute  discretion,  the Board may at any time and from time to time  exercise
any and all rights and duties of the  Committee  under the Plan.  Subject to the
express  limitations of the Plan, the Committee  shall designate the individuals
from among the class of persons  eligible to  participate as provided in Section
1.3 who shall receive  Awards (as  described in Section 3),  whether an optionee
will receive  Incentive  Stock  Options or  Nonstatutory  Options,  or both,  or
another type of Award, and the amount,  price,  restrictions and all other terms
and provisions of such Awards (which need not be identical).


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         Members of the  Committee  shall  receive such  compensation  for their
services  as  members  as may be  determined  by the  Board.  All  expenses  and
liabilities  which  members  of the  Committee  incur  in  connection  with  the
administration  of this Plan shall be borne by the Company.  The Committee  may,
with the  approval of the Board,  employ  attorneys,  consultants,  accountants,
appraisers,  brokers  or other  persons.  The  Committee,  the  Company  and the
Company's  officers  and  directors  shall be  entitled to rely upon the advise,
opinions or valuations of any such persons. No members of the Committee or Board
shall be personally liable for any action,  determination or interpretation made
in good faith with respect to the Plan,  and all members of the Committee  shall
be fully  protected by the Company in respect of any such action,  determination
or interpretation.

         1.3      Participation.
                  -------------

         Officers, Directors,  employees of the Company and consultants shall be
eligible  for  selection  to  participate  in  the  Plan  upon  approval  by the
Committee;  provided,  however  that only  "employees"  (within  the  meaning of
Section  3401(c) of the Code) of the Company  shall be eligible for the grant of
Incentive  Stock Options.  An individual who has been granted an options may, if
otherwise  eligible,  be granted  additional  options if the Committee  shall so
determine,  provided that no recipient  may be granted  options to purchase more
than 20% of the shares of Common Stock initially reserved for issuance under the
Plan. No person is eligible to participate in the Plan by matter of right;  only
those eligible persons who are selected by the Committee in its discretion shall
participate in the Plan.

         1.4      Stock Subject to the Plan.
                  -------------------------

         Subject to  adjustment  as  provided  in Section  4.5,  the stock to be
offered under the Plan shall be shares of authorized but unissued  Common Stock,
including any shares repurchased under the terms of the Plan or any Stock Option
Agreement  entered into pursuant  hereto.  the  cumulative  aggregate  number of
shares of Common Stock to be issued under the Plan shall not exceed  10,000,000,
subject to adjustment as set forth in Section 4.5.

         If any options  granted  hereunder  shall expire or  terminate  for any
reason  without  having been fully  exercised,  the  unpurchased  shares subject
thereto shall again be available  for the purposes of the Plan.  For purposes of
this  Section 1.4,  where the exercise  price of options is paid by means of the
grantee's  surrender of previously  owned shares of Common  Stock,  only the net
number of additional  shares issued and which remain  outstanding  in connection
with such exercise shall be deemed "issued" for purposes of the Plan.

2.       TYPES OF AWARDS

         2.1 General.  An award may be granted  singularly,  in combination with
another award(s) or in tandem whereby exercise or vesting of one award held by a
participant  cancels  another  award  held by the  participant.  Subject  to the
limitations  of the  Plan,  an award  may be  granted  as an  alternative  to or
replacement of an existing award under the Plan or under any other  compensation
plans or arrangements of the Company,  including the plan of any entity acquired
by the Company. The types of Awards that may be granted under the Plan include:

                  a) Stock Option. A stock option represents a right to purchase
a specified number of Shares during a specified period at a price per Share. The
Company may grant under the Plan both incentive stock options within the meaning
of Section 422 of the Code ("Incentive Stock Options") and stock options that do
not qualify for treatment as Incentive Stock Options  ("Nonstatutory  Options").
Unless  expressly  provided to the contrary  herein,  all  references  herein to
"options," shall include both incentive Stock Options and Nonstatutory Options.

     b) Stock Appreciation  Right. A stock appreciation right ("SAR") is a right
to receive  ------------------------ a payment in cash, Shares or a combination,
equal to the excess of the aggregate market price at time



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of exercise of a specified number of Shares over the aggregate exercise price of
the  stock  appreciation  right  being  exercised.  The  longest  term  a  stock
appreciation  right may be outstanding  shall be ten years.  Such exercise price
shall be based on one hundred percent (100%) of the Fair Market Value stipulated
by Section 3.1.

                  c) Stock  Award.  A stock  award is a grant of  Shares or of a
right to receive  Shares (or their cash  equivalent or a combination of both) in
the  future.  Except  in cases  of  certain  terminations  of  employment  or an
extraordinary  event,  each stock  award  shall be earned and vest over at least
three  years  and  shall  be  governed  by  such  conditions,  restrictions  and
contingencies  as the Committee shall  determine.  These may include  continuous
service and/or the achievement of performance  goals. The performance goals that
may be used by the Committee for such Awards shall consist of: operating profits
(including EBITDA), net profits, earnings per Share, profit returns and margins,
revenues,  shareholder  return  and/or value,  stock price and working  capital.
Performance goals may be measured solely on a corporate,  subsidiary or business
unit basis, or a combination thereof. Further,  performance criteria may reflect
absolute entity  performance or a relative  comparison of entity  performance to
the  performance  of a peer group of entities or other  external  measure of the
selected  performance  criteria.  Profit,  earnings  and  revenues  used for any
performance goal measurement  shall exclude:  gains or looses on operating asset
sales or  dispositions;  asset  write-downs;  litigation  or claim  judgments or
settlements;  effect of changes in tax law or rate on deferred tax  liabilities;
accruals for reorganization and restructuring  programs;  uninsured catastrophic
property losses; the cumulative effect of changes in accounting principles;  and
any  extraordinary  non-recurring  items as described in  Accounting  Principles
Board Opinion No. 30 and/or in management's discussion and analysis of financial
performance  appearing in the Company's  annual report to  shareholders  for the
applicable year.

3.       STOCK OPTIONS

         3.1      Option Price.
                  ------------

         The exercise  price of each  Incentive  Stock option  granted under the
Plan shall be  determined by the  Committee,  but shall not be less than 100% of
the "Fair Market Value" (as defined below) of Common Stock on the date of grant.
If an  Incentive  Stock  Option is granted to an  employee  who at the time such
option is granted owns  (within the meaning of section  424(d) of the Code) more
than 10% of the total  combined  voting power of all classes of capital stock of
the Company, the option exercise price shall be at least 110% of the Fair Market
Value of Common Stock on the date of grant and the option by its terms shall not
be  exercisable  after the  expiration  of 5 years from the date such  option is
granted. The exercise price of each Nonstatutory Option also shall be determined
by the  committee,  but shall not be less than 80% of the Fair  Market  Value of
Common Stock on the date of grant.  The status of each option  granted under the
Plan as either an Incentive Stock Option or a Nonstatutory Stock Option shall be
determined by the Committee at the time the Committee acts to grant the options,
and shall be clearly  identified as such in the Stock Option Agreement  relating
thereto.

         "Fair  Market  Value"  for  purposes  of the Plan shall  mean:  (i) the
closing  price of a share of Common  Stock on the  principal  exchange  on which
shares of Common  Stock are then  trading,  if any, on the day  previous to such
date,  or, if shares were not traded on the day  previous to such date,  then on
the next preceding  trading day during which a sale occurred;  or (ii) if Common
Stock is not  traded on an  exchange  but is  quoted  on  Nasdaq or a  successor
quotation  system,  (1) the last sales price (if Common  Stock is then listed on
the Nasdaq Stock Market) or (2) the mean between the closing  representative bid
and asked price (in all other  cases) for Common  Stock on the day prior to such
date as reported by Nasdaq or such successor quotation system; or (iii) if there
is no  listing  or trading of Common  Stock  either on a  national  exchange  or
over-the-counter, that price determined in good faith



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by the Committee to be the fair value per share of Common Stock, based upon such
evidence as it deems necessary or advisable.

         In the discretion of the Committee  exercised at the time the option is
exercised,  the exercise  price of any options  granted  under the Plan shall be
paid in full in cash, by check or by the optionee's  interest-bearing promissory
note (subject to any limitations of applicable state corporations law) delivered
at the  time  of  exercise;  provided,  however,  that  subject  to  the  timing
requirements of Section 3.7, in the discretion of the Committee and upon receipt
of all regulatory  approvals,  the person  exercising the options may deliver as
payment in whole or in part of such exercise price certificates for Common Stock
of the Company  (duly  endorsed or with duly  executed  stock powers  attached),
which  shall be valued at its Fair  Market  Value on the day of  exercise of the
option,  or other property deemed  appropriate by the Committee;  and,  provided
further, that subject to Section 422 of the Code so-called cashless exercises as
permitted under  applicable rules and regulations of the Securities and Exchange
Commission and the Federal Reserve Board shall be permitted in the discretion of
the Committee or the Board..

         Irrespective of the form of payment, the delivery of shares pursuant to
the exercise of an option shall be  conditioned  upon payment by the optionee to
the  Company of amounts  sufficient  to enable the  Company to pay all  federal,
state, and local withholding taxes applicable, in the Company's judgment, to the
exercise. In the discretion of the Committee, such payment to the Company may be
effected  through  (i) the  Company's  withholding  from the number of shares of
Common Stock that would otherwise be delivered to the optionee by the Company on
exercise  of the  option a number of shares of Common  Stock  equal in value (as
determined  by the Fair Market Value of Common Stock on the date of exercise) to
the aggregate  withholding  taxes,  (ii)  withholding  by the Company from other
amounts  contemporaneously  owned by the  Company to the  optionee,  or (iv) any
combination  of these three  methods,  as  determined  by the  Committee  in its
discretion.

         3.2      Option Period.
                  -------------

         (a) The  Committee  shall  provide,  in the terms of each Stock  Option
Agreement,  when the  option  subject  to such  agreement  expires  and  becomes
unexercisable,  but in no event will an Incentive Stock Option granted under the
Plan be  exercisable  after  the  expiration  of ten  years  from the date it is
granted.  Without  limiting the generality of the  foregoing,  the Committee may
provide in the Stock Option  Agreement that the option  thereto  expires 30 days
following a  Termination  of  Employment  for any reason other than the death or
disability or sic months following a Termination of Employment for disability or
following an optionee's death.

         (b)  Notwithstanding  any  provision  of this  Section 3.2, in no event
shall any option granted under the Plan be exercised  after the expiration  date
of such option set forth in the applicable Stock Option Agreement.

         3.3      Exercise of Options.
                  -------------------

         Each option  granted  under the Plan shall become  exercisable  and the
total number of shares subject thereto be purchasable,  in a lump sum or in such
installments,  which  need  not be  equal,  as the  Committee  shall  determine;
provided,  however,  that each option shall become  exercisable in full no later
than ten years  after such  option is  granted,  and each  option  shall  become
exercisable as to at least 10% of the shares of Common Stock covered  thereby on
each anniversary of the date such option is granted; and provided, further, that
if the holder of an option shall not in any given  installment  period  purchase
all of the shares which such holder is entitled to purchase in such  installment
period,  such  holder's  right to  purchase  any  shares not  purchased  in such
installment  period shall continue until the expiration or sooner termination of
such holder's  option.  The Committee may, at any time after grant of the option
and from to time,  increase the number of shares purchasable in any installment,
subject to the total number of shares subject to the option and the  limitations
set forth in Section 3.5. At any



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time and from  time to time  prior to the time  when any  exercisable  option or
exercisable  portion  thereof  becomes  unexercisable  under  the  Plan  or  the
applicable  Stock  Option  Agreement,  such  option or  portion  thereof  may be
exercised in whole or in part; provided, however, that the Committee may, by the
terms of option,  require any partial exercise to be with respect to a specified
minimum number of shares. No option or installment  thereof shall be exercisable
except  with  respect  to whole  shares.  Fractional  share  interests  shall be
disregarded,  except that they may be  accumulated  as provided above and except
that if such a fractional share interest  constitutes the total shares of Common
Stock remaining  available for purchase under an option at the time of exercise,
the  optionee  shall be  entitled  to receive on  exercise a  certified  or bank
cashier's  check in an amount equal to the Fair Market Value of such  fractional
share of stock.

         3.4      Transferability of Options.
                  --------------------------

         Except as the Committee may determine as aforesaid,  an option  granted
under the Plan shall,  by its terms,  be  nontransferable  by the optionee other
than by will or the laws of descent and distribution, or pursuant to a qualified
domestic  relations  order (as  defined by the Code),  and shall be  exercisable
during the optionee's lifetime only by the optionee or by his or her guardian or
legal representative.  More particularly, but without limiting the generality of
the immediately preceding sentence,  an option may not be assigned,  transferred
(except as provided in the preceding sentence), pledged or hypothecated (whether
by  operation  of law or  otherwise),  and shall not be  subject  to  execution,
attachment or similar  process.  Any  attempted  assignment,  transfer,  pledge,
hypothecation  or other  disposition of any option contrary to the provisions of
the  Plan  and the  applicable  Stock  Option  Agreement,  and  any  levy of any
attachment  or  similar  process  upon an  option,  shall be null and void,  and
otherwise  without effect,  and the Committee may, in its sole discretion,  upon
the happening of any such event, terminate such option forthwith.

         3.5      Limitation on Exercise of Incentive Stock Options.
                  -------------------------------------------------

         To the extent that the aggregate  Fair Market Value  (determined on the
date of grant) of the Common Stock with respect to which Incentive Stock Options
granted  hereunder  (together with all other Incentive Stock Option plans of the
Company) are  exercisable for the first time by an optionee in any calendar year
under the Plan exceeds $100,000, such options granted hereunder shall be treated
as  Nonstatutory  Options to the extent required by Section 422 of the Code. The
rule set forth in the preceding  sentence  shall be applied  taking options into
account in the order in which they were granted.


         3.6      Disqualifying Dispositions of Incentive Stock Options.
                  -----------------------------------------------------

         If Common Stock acquired upon exercise of any Incentive Stock Option is
disposed of in a disposition  that, under Section 422 of the Code,  disqualifies
the option holder from the application of Section 421(a) of the code, the holder
of the Common Stock  immediately  before the  disposition  shall comply with any
requirements imposed by the Company in order to enable the Company to secure the
related income tax deduction to which it is entitled in such event.

         3.7      Certain Timing Requirements.
                  ---------------------------

         At the discretion of the Committee,  shares of Common Stock issuable to
the  optionee  upon  exercise  of an option  may be used to  satisfy  the option
exercise price or the tax withholding consequences of such exercise, in the case
of persons  subject  to Section 6 of the  Securities  Exchange  Act of 1934,  as
amended,  only (i)  during  the  period  beginning  on the  third  business  day
following  the date of release of the quarterly or annual  summary  statement of
sales and  earnings  of the  Company  and  ending on the  twelfth  business  day
following such date or (ii) pursuant to an irrevocable  written  election by the
optionee to use shares of Common Stock issuable to the optionee upon exercise of
the



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option to pay all or part of the option price or the  withholding  taxes made at
least six months prior to the payment of such option price or withholding taxes.

         3.8      No Affect on Employment.
                  -----------------------

         Nothing in the Plan or in any Stock Option  Agreement  hereunder  shall
confer upon any optionee any right to continue in the employ of the Company, any
Parent  Corporation or any subsidiary or shall interfere with or restrict in any
way the rights of the  Company,  its Parent  Corporation  and its  Subsidiaries,
which are hereby expressly  reserved,  to discharge any optionee at any time for
any reason whatsoever, with or without cause.

         For  purposes  of  the  Plan,  "Parent   corporation"  shall  mean  any
corporation in an unbroken chain of corporations ending with the Company if each
of the  corporations  other than the Company then owns stock  possessing  50% or
more of the total  combined  voting  power of all classes of stock in one of the
other  corporations in such chain. For purposes of the Plan,  "Subsidiary" shall
mean any  corporation  in an unbroken chain of  corporations  beginning with the
Company  if each of the  corporations  other  than the last  corporation  in the
unbroken  chain then owns  stock  possessing  50% or more of the total  combined
voting  power of all classes of stock on one of the other  corporations  in such
chain.

4.       OTHER PROVISIONS

         4.1      Sick Leave and Leaves of Absence.
                  --------------------------------

         Unless  otherwise  provided in the Stock Option  Agreement,  and to the
extent permitted by Section 422 of the Code, an optionee's  employment shall not
be deemed to terminate by reason of sick leave, military leave or other leave of
absence  approved by the Company if the period of any such leave does not exceed
a period  approved by the Company,  or, if longer,  if the  optionee's  right to
reemployment by the Company is guaranteed either  contractually or by statute. A
Stock Option Agreement may contain such additional or different  provisions with
respect to leave of absence as the Committee may approve,  either at the time of
grant of an option or at a later time.

         4.2      Termination of Employment.
                  -------------------------

         For purposes of the Plan  "Termination of  Employment,"  shall mean the
time  when the  employee-employer  relationship  between  the  optionee  and the
Company,  any Subsidiary or any Parent Corporation is terminated for any reason,
including,  but  not  by  way  of  limitation,  a  termination  by  resignation,
discharge, death, disability or retirement; but excluding (i) terminations where
there is a simultaneous  reemployment or continuing employment of an optionee by
the Company, any Subsidiary or any Parent corporation, (ii) at the discretion of
the  Committee,  terminations  which  result  in a  temporary  severance  of the
employee-employer  relationship,  and (iii) at the  discretion of the Committee,
terminations  which  are  followed  by  the  simultaneous   establishment  of  a
consulting  relationship by the Company,  a Subsidiary or any Parent Corporation
with the former employee. Subject to Section 3.1, the Committee, in its absolute
discretion,  shall determine the affect of all matters and questions relating to
Termination of Employment;  provided,  however,  that, with respect to Incentive
Stock  Options,  a leave of  absence  or other  change in the  employee-employer
relationship  shall constitute a Termination of Employment if, and to the extent
that  such  leave of  absence  or other  change  interrupts  employment  for the
purposes of Section  422(a)(2) of the code and  then-applicable  regulations and
revenue rulings under said Section.

         4.3      Issuance of Stock Certificates.
                  ------------------------------

     Upon  exercise  of an  option,  the  Company  shall  deliver  to the person
exercising such option a stock certificate evidencing the shares of Common Stock
acquired upon exercise. Notwithstanding



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the forgoing,  the Committee in its discretion may require the Company to retain
possession  of any  certificate  evidencing  stock  acquired upon exercise of an
option which  remains  subject to repurchase  under the  provisions of the Stock
Option  Agreement  or any other  agreement  signed by the  optionee  in order to
facilitate such repurchase provisions.

         4.4      Terms and Conditions of Options.
                  -------------------------------

         Each  option or SAR  granted  under the Plan  shall be  evidenced  by a
written Stock Option  Agreement  ("Stock Option  Agreement" ) between the option
holder  and the  Company  providing  that the option is subject to the terms and
conditions of the Plan and to such other terms and conditions  not  inconsistent
therewith as the Committee may deem appropriate in each case.

     4.5 Adjustments Upon Changes in  Capitalization;  Merger and Consolidation.
--------------------------------------------------------------------

         If the outstanding shares of Common Stock are changed into, or exchange
for cash or a different number or kind of shares or securities of the Company or
of  another  corporation  through  reorganization,   merger,   recapitalization,
reclassification,  stock split-up,  reverse stock split,  stock dividend,  stock
consolidation, stock combination, stock reclassification or similar transaction,
an appropriate  adjustment shall be made by the Committee in the number and kind
of shares as to which options and restricted  stock may be granted.  In the vent
of such a change or  exchange,  other than for shares or  securities  of another
corporation  or by reason of  reorganization,  the  Committee  shall also make a
corresponding  adjustment changing the number or kind of shares and the exercise
price per share  allocated to  unexercised  options or portions  thereof,  which
shall have been granted prior to any such change,  shall  likewise be made.  Any
such  adjustment,  however,  shall be made  without  change in the  total  price
applicable  to the  unexercised  portion of the option but with a  corresponding
adjustment  in the price for each share  (except for any change in the aggregate
price resulting from rounding-off of share quantities or prices).

         In the  event of a  "spin-off"  or other  substantial  distribution  of
assets of the  Company  which has a  material  diminutive  effect  upon the Fair
Market Value of the Common Stock,  the Committee in its discretion shall make an
appropriate  and  equitable  adjustment  to the exercise  prices of options then
outstanding under the Plan.

         Where an adjustment  under this Section 3.5 of the type described above
is made to an Incentive  Stock Option,  the adjustment  will be made in a manner
which will not be considered a "modification" under the provisions of subsection
424(b)(3) of the Code.

         In connection  with the  dissolution or liquidation of the Company or a
partial  liquidation  involving  50% or more of the  assets  of The  Company,  a
reorganization of The Company in which another entity is the survivor,  a merger
or  reorganization  of The Company under which more than 50% of the Common Stock
outstanding prior to the merger or reorganization is converted into cash or into
another security,  a sale of more than 50% of the Company's assets, or a similar
event that the Committee determines,  in its discretion,  would materially alter
the structure of The Company,  or its  ownership,  the  Committee,  upon 30 days
prior written notice to the option holders,  may, in its  discretion,  do one or
more  of the  following:  (i)  shorten  the  period  during  which  options  are
exercisable  (provided  they remain  exercisable  for at least 30 days after the
date the notice is given);  (ii)  accelerate  any  vesting  schedule to which an
option is subject; (iii) arrange to have the surviving or successor entity grant
replacement  options  with  appropriate  adjustments  in the  number and kind of
securities to each option to the extent then exercisable  (including any options
as to which the exercise has been  accelerated  as  contemplated  in clause (ii)
above),  of any amount that is the  equivalent  of the Fair Market  Value of the
Common Stock (at the effective  time of the  dissolution,  liquidation,  merger,
reorganization,  sale or other event) or the fair market value of the option. In
the case of a change in corporate control, the Committee may, in considering the
advisability   or  the  terms  and  conditions  of  any   acceleration   of  the
exercisability of any option pursuant to this Section 4.5, take



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into account the  penalties  that may result  directly or  indirectly  from such
acceleration to either the Company or the option holder,  or both, under Section
280G of the  Code,  and may  decide to limit  such  acceleration  to the  extent
necessary to avoid or mitigate such penalties or their effects.

         No  fractional  share of Common Stock shall be issued under the Plan on
account of any adjustment under this Section 4.5.

         4.6      Rights of Participants and Beneficiaries.
                  ----------------------------------------

         The Company shall pay all amounts payable  hereunder only to the option
holder or beneficiaries entitled thereto pursuant to the Plan. The Company shall
not be liable for the debts,  contracts or engagements of any optionee or his or
her  beneficiaries,  and rights to cash payments under the Plan may not be taken
in execution by  attachment or  garnishment,  or by any other legal or equitable
proceeding while in the hands of the Company.

         4.7      Government Regulations.
                  ----------------------

         The Plan,  and the grant and  exercise of options and the  issuance and
delivery of shares of Common Stock under  options  granted  hereunder,  shall be
subject to  compliance  with all  applicable  federal and state laws,  rules and
regulations  including but not limited to state and federal  securities law) and
federal margin requirements and to such approvals by any listing,  regulatory or
governmental  authority  as may, in the opinion of counsel for the  Company,  be
necessary or advisable in connection  therewith.  Any securities delivered under
the Plan shall be subject to such  restrictions,  and the person  acquiring such
securities  shall,  if  requested by the Company,  provide such  assurances  and
representations to the Company as the Company may deem necessary or desirable to
assure  compliance  with  all  applicable  legal  requirements.  To  the  extent
permitted by applicable  law, the Plan and options  granted  hereunder  shall be
deemed  amended to the  extent  necessary  to  conform  to such laws,  rules and
regulations.

         4.8      Amendment and Termination.
                  -------------------------

         The Board or the Committee may at any time suspend,  amend or terminate
the Plan and may, with the consent of the option holder, make such modifications
of the terms and  conditions  of such  option  holder's  option as it shall deem
advisable,   provided,   however,   that,  without  approval  of  the  Company's
stockholders  given within twelve months before or after the action by the Board
or the  Committee,  no action of the Board or the Committee  may, (A) materially
increase the benefits  accruing to  participants  under the Plan; (B) materially
increase the number of  securities  which may be issued  under the Plan;  or (C)
materially  modify the  requirements as to eligibility for  participation in the
Plan. No option may be granted  during any  suspension of the Plan or after such
termination.  The  amendment,  suspension or  termination of the Plan shall not,
without the consent of the option holder affected  thereby,  alter or impair any
rights or obligations  under any option  theretofore  granted under the Plan. No
option may be granted during any period of suspension  nor after  termination of
the Plan,  and in no event may any  option be  granted  under the Plan after the
expiration of ten years from the date the Plan is adopted by the Board.

         4.9      Time of Grant and Exercise of Option.
                  ------------------------------------

         An option  shall be deemed to be  exercised  when the  Secretary of the
Company receives written notice from an option holder of such exercised, payment
of the  purchase  price  determined  pursuant to Section 3.1 of the Plan and set
forth in the Stock Option Agreement,  and all representations,  indemnifications
and documents reasonably requested by the Committee.

         4.10 Privileges of Stock Ownership; Non-Distributive Intent; Reports to
              ------------------------------------------------------------------
Option Holders.
--------------


                                       A-8

<PAGE>



         A  participant  in the Plan shall be entitled to the privilege of stock
ownership as to any shares of Common Stock not actually  issued to the optionee.
Upon  exercise  of an  option at a time  when  there is not in effect  under the
Securities  Act of 1933, as amended,  a Registration  Statement  relating to the
Common  Stock  issuable  upon  exercise or payment  therefor and  available  for
delivery a Prospectus  meeting the requirements of Section 10(a)(3) of said Act,
the  optionee  shall  represent  and warrant in writing to the Company  that the
shares  purchased are being  acquired for  investment and not with a view to the
distribution thereof.

         The Company shall furnish to each optionee under the Plan the Company's
annual repot and such other periodic reports, if any, as are disseminated by the
Company in the ordinary course to its stockholders.

         4.11     Legending Share Certificates.
                  ----------------------------

         In order to enforce any  restrictions  imposed upon Common Stock issued
upon exercise of an option  granted under the Plan or to which such Common Stock
may be subject,  the Committee may cause a legend or legends to be placed on any
share certificates representing such Common Stock, which legend or legends shall
make appropriate reference to such restrictions,  including, but not limited to,
a restriction  against all or such Common Stock for any period of time as may be
required by applicable laws or regulations.  If any restriction  with respect to
which a legend was  placed on any  certificate  ceases to apply to Common  Stock
represented by such  certificate,  the owner of the Common Stock  represented by
such  certificates  may  require  the  Company  to cause the  issuance  of a new
certificate not bearing the legend.

         Additionally,  and not by way of  limitation,  the Committee may impose
such restrictions on any Common Stock issued pursuant to the Plan as it may deem
advisable, including, without limitation, restrictions under the requirements of
any stock exchange or market upon which Common Stock is then traded.

         4.12     Use of Proceeds.
                  ---------------

         Proceeds  realized  pursuant to the exercise of options  under the Plan
shall constitute general funds of the Company.

     4.13 Changes in Capital Structure; No Impediment to Corporate Transactions.
          ---------------------------------------------------------------------

         The  existence of  outstanding  options under the Plan shall not affect
the Company's right to effect adjustment,  recapitalization,  reorganizations or
other changes in its or any other  corporation's  capital structure or business,
any merger or  consolidation,  any issuance of bonds,  debentures,  preferred or
prior  preference  stock ahead of or affecting  Common Stock, the dissolution or
liquidation of the Company's or any other  corporations  assets or business,  or
any other  corporate  act,  whether  similar  to the events  described  above or
otherwise.

         4.14     Effective Date of the Plan.
                  --------------------------

         The Plan  shall be  effective  as of the  date of its  approval  by the
stockholders  of The Company  within twelve months after the date of the Board's
initial adoption of the Plan.  Options may be granted but not exercised prior to
stockholder  approval of the Plan. If any options are so granted and stockholder
approval  shall  not have  been  obtained  within  twelve  months of the date of
adoption of this Plan by the Board of Directors,  such options  shall  terminate
retroactively as of the date they were granted.

         4.15     Termination.
                  -----------



                                       A-9

<PAGE>



         The Plan shall terminate  automatically  as of the close of business on
the day  preceding  the tenth  anniversary  date of its adoption by the Board or
earlier as  provided in Section  4.8.  Unless  otherwise  provided  herein,  the
termination  of the Plan shall not affect the  validity of any option  agreement
outstanding at the date of such termination.

         4.16     Other Compensation.
                  ------------------

         The  adoption  of the Plan shall not affect any other  compensation  or
incentive  plans  in  effect  for the  Company,  any  subsidiary  or any  Parent
Corporation.  Nothing in the Plan shall be  construed  to limit the right of the
Company (i) to  establish  any other forms of  incentives  or  compensation  for
employees of the company,  any  Subsidiary or any Parent  Corporation or (ii) to
grant or  assume  options  or other  rights  otherwise  than  under  the Plan in
connection  with any  proper  corporation  purpose  including  but not by way of
limitation,   the  grant  or  assumption  of  options  in  connection  with  the
acquisition  by purchase,  lease,  merger,  consolidation  or otherwise,  of the
business, stock or assets of any corporation, partnership, firm or association.



                                      A-10