EXHIBIT 10.6



                           SONIC SYSTEMS CORPORATION
                            (a Delaware corporation)

                             1999 STOCK OPTION PLAN


1.  Purpose.The purpose of the 1999 Stock Option Plan (the "Plan") is to provide
a means by  which  SONIC  SYSTEMS  CORPORATION,  a  Delaware  corporation,  (the
"Company")  may  attract,  reward,  and retain  services or advice of current or
future  employees,  officers,  directors,  and  agents  of the  Company  and its
subsidiaries  and to  provide  added  incentives  to them by  encouraging  stock
ownership in the Company.

2. Administration.  This Plan shall be administered by the Board of Directors of
the  Company  (the  "Board"  or "Board  of  Directors")  or, if the Board  shall
authorize a committee or committees to administer  this Plan, by such  committee
or  committees to the extent so  authorized;  provided,  however,  that only the
Board may suspend,  amend or terminate  this Plan as provided in Section 13, and
provided  further that a committee  that includes  officers of the Company shall
not be permitted to grant  options to persons who are officers of the Company or
its  subsidiaries.  The  administrator  of this Plan is referred to as the "Plan
Administrator."

2.1  Procedures.  The Board of Directors  shall designate one member of the Plan
Administrator  as chairman.  The Plan  Administrator  may hold  meetings at such
times and places as it shall determine. The acts of a majority of the members of
the Plan  Administrator  present at  meetings at which a quorum  exits,  or acts
approved in writing by all Plan  Administrator  members,  shall constitute valid
acts of the Plan Administrator.

2.2     Powers. Subject  to  the  specific  provisions  of  this  Plan, the Plan
Administrator  shall have the  authority,  in its  discretion:  (a) to grant the
stock options  described in Section 5 and to designate each option granted as an
Incentive Stock Option or a  Non-Qualified  Stock Option;  (b) to determine,  in
accordance with Section 5.1(f) of this Plan, the fair market value of the shares
of Common  Stock  subject to options;  (c) to determine  the exercise  price per
share of options;  (d) to determine the Optionees to whom, and the time or times
at which,  options  shall be granted and the number of shares of Common Stock to
be  represented  by each option;  (e) to interpret  this Plan; (f) to prescribe,
amend and rescind rules and regulations  relating to this Plan; (g) to determine
the terms and  provisions of each option  granted  (which need not be identical)
and,  with the consent of the Optionee,  to modify or amend each option;  (h) to
reduce the exercise price per share of outstanding and unexercised  options; (i)
to defer,  with the consent of the Optionee,  or to accelerate the exercise date
of any option;  (j) to waive or modify any term or  provisions  contained in any
option applicable to the underlying shares of Common Stock; (k) to authorize any
person to execute on behalf of the Company any instrument required to effectuate
the grant of an option previously granted by the Plan Administrator;  and (l) to
make all other determinations deemed necessary or advisable for the


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administration  of this Plan. The  interpretation  and  construction by the Plan
Administrator  of any  terms or  provisions  of this  Plan,  any  option  issued
hereunder or any rule or regulation  promulgated in connection  herewith and all
actions taken by the Plan  Administrator  shall be conclusive and binding on all
interested parties. The Plan Administrator may delegate administrative functions
to individuals who are officers or employees of the Company.

2.3  Limited  Liability.  No  member  of the  Board  of  Directors  or the  Plan
Administrator  or  officer  of the  Company  shall be liable  for any  action or
inaction by him or herself, the entity or body,  or another  person,  except in
circumstances  involving his or her bad faith.  Subject only to compliance  with
the explicit  provisions  hereof,  the Board of Directors and Plan Administrator
may act in their absolute discretion in all matters related to the Plan.

2.4 Securities Exchange Act of 1934. At any time that the Company has a class of
securities  registered  pursuant to Section 12 of the Securities Exchange Act of
1934,  as amended  (the  "Exchange  Act"),  this Plan shall be  administered  in
accordance with Rule 16b-3 adopted under the Exchange Act ("Rule 16b-3").

     (a)  Multiple Administrative Bodies. To the extent permitted by Rule 16b-3,
          the Plan may be  administered  by  different  bodies  with  respect to
          directors,  officers who are not directors, and employees,  consultant
          or agents who are neither directors nor officers.

     (b)  Administration  With  Respect to  Directors  and  Officers  Subject to
          Section 16 of the Exchange  Act. With respect to option grants made to
          employees who are also officers or directors  subject to Section 16 of
          the Exchange Act, the Plan shall be  administered by (i) the Board, if
          the Board may administer the Plan in a manner complying with the rules
          under Rule  16b-3  relating  to the  disinterested  administration  of
          employee  benefit  plans under which  Section 16 exempt  discretionary
          grants  and  awards of  equity  securities  are to be made,  or (ii) a
          committee or  committees  designated  by the Board to  administer  the
          Plan,  which  committee  shall be constituted to comply with the rules
          under Rule  16b-3  relating  to the  disinterested  administration  of
          employee  benefit  plans under which  Section 16 exempt  discretionary
          grants and awards of equity securities are to be made. Once appointed,
          such  Committee  shall  continue to serve in its  designated  capacity
          until otherwise directed by the Board. From time to time the Board may
          increase the size of the  Committee  and appoint  additional  members,
          remove  members (with or without  cause) and  substitute  new members,
          fill  vacancies  (however  caused),  and  remove  all  members  of the
          Committee and  thereafter  directly  administer  the Plan,  all to the
          extent  permitted  by the  rules  under  Rule  16b-3  relating  to the
          disinterested  administration  of employee  benefit  plans under which
          Section 16 exempt discretionary grants and awards of equity securities
          are to be made.

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     (c)  Administration  With Respect to Other Persons.  With respect to Option
          grants  made to  employees,  consultants  or  agents  who are  neither
          directors nor officers of the Company,  the Plan shall be administered
          by (i) the Board or (ii) a committee or  committees  designated by the
          Board,  which  committee  shall be  constituted  to satisfy  the legal
          requirements  relating to the  administration  of stock  option  plans
          under U. S. state  corporate laws,  U.S.federal  and state  securities
          laws, the Internal Revenue Code of 1986, as amended (the "Code"),  and
          the  applicable  laws of any  foreign  country or  jurisdiction  where
          Options  are,  or will  be,  granted  under  the  Plan  (collectively,
          "Applicable Laws"). Once appointed,  such Committee shall serve in its
          designated  capacity until otherwise  directed by the Board. The Board
          may increase the size of the Committee and appoint additional members,
          remove  members (with or without  cause) and  substitute  new members,
          fill  vacancies  (however  caused),  and  remove  all  members  of the
          Committee and  thereafter  directly  administer  the Plan,  all to the
          extent permitted by Applicable Laws.

    (d)   Plan  Administrator.  If more than one  committee has been created by
          the Board to administer options, the committee that has the authority
          to administer  grants for the  Optionees  designated in 2.4(b) or (c)
          above, shall be deemed the "Plan  Administrator"  with respect to any
          options granted to or held by such Optionees.

3. Stock Subject to This Plan.  Subject to  adjustment as provided  below and in
Section 11 hereof,  the stock subject to this Plan shall be the Company's common
stock (the "Common Stock"), and the total number of shares of Common Stock to be
delivered  on the  exercise  of all  options  granted  under this Plan shall not
exceed 20% of all outstanding  shares of such Common Stock,  including shares of
Common Stock previously issued under this Plan.

If any option  granted under this Plan expires,  is  surrendered,  exchanged for
another  option,  canceled  or  terminated  for any reason  without  having been
exercised  in full,  the  unpurchased  shares  subject  thereto  shall  again be
available for the purposes of this Plan,  including for replacement options that
may be granted in exchange for such surrendered, canceled or terminated options.
Shares  issued on exercise of options  granted under this Plan may be subject to
restrictions on transfer,  repurchase rights or other restrictions as determined
by the Plan Administrator.

4. Eligibility.

4.1 Optionees. The Plan Administrator may award options to any current or future
employee,  officer,  agent,  consultant  or  director  of  the  Company  or  its
subsidiaries. Any party to whom an option is granted under this Plan is referred
to as an "Optionee."


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4.2 Subsidiaries. As used in this Plan, the term "subsidiary" of a company shall
include any corporation in which such company owns,  directly or indirectly,  at
the time of the grant of an option  hereunder,  stock  having 50% or more of the
total combined voting power of all classes of stock thereof.

5. Awards.  The Plan  Administrator,  from time to time,  may take the following
actions, separately or in combination, under this Plan:(a) grant incentive stock
options  ("Incentive Stock Options"),  as defined in Section 422 of the Code, to
any employee of the Company or its  subsidiaries,  as provided in Section 5.1 of
this Plan; (b) grant options other than Incentive  Stock  Options("Non-Qualified
Stock  Options"),  as provided in Section 5.2 of this Plan; (c) grant options to
officers, employees and others in foreign jurisdictions,  as provided in Section
7 of this Plan; and (d) grant options in certain  acquisition  transactions,  as
provided in Section 8 of this Plan.

5.1 Incentive  Stock  Options.  Incentive  Stock Options shall be subject to the
following terms and conditions:

  (a)      Incentive  Stock  Options  may be  granted  under  this  Plan only to
           employees of the Company or its subsidiaries, including employees who
           are directors.

  (b)      No employee may be granted  Incentive  Stock Options under this Plan
           to the extent that the aggregate fair market value,  on the date of
           grant, of the Common Stock with respect to which  Incentive Stock
           Options are exercisable for the first time by that employee during
           any calendar year,  under this Plan and under any other incentive
           stock option plan (within the meaning of Section 422 of the Code) of
           the Company or any subsidiary,  exceeds  $100,000.  To the extent
           that any option  designated as an Incentive Stock Option exceeds the
           $100,000 limit,  such option shall be treated as a Non-Qualified
           Stock Option.  In making this determination,  options shall be taken
           into account in the order in which they were granted, and the fair
           market value of the shares of Common Stock  shall be determined as of
           the time that the option  with  respect to such shares was granted.

  (c)      An  Incentive  Stock  Option  may be  granted  under  this Plan to an
           employee  possessing more than 10% of the total combined voting power
           of all classes of stock of the Company (as determined pursuant to the
           attribution  rules  contained in Section  424(d) of the Code) only if
           the  exercise  price is at least 110% of the fair market value of the
           Common Stock subject to the option on the date the option is granted,
           as described in Section  5.1(f) of this Plan,  and only if the option
           by its terms is not  exercisable  after the  expiration of five years
           from the date it is granted.


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  (d)      Except as provided in Section 5.5 of this Plan,  no  Incentive  Stock
           Option granted under this Plan may be exercised unless at the time of
           such  exercise  the  Optionee  is  employed  by  the  Company  or any
           subsidiary  of the  Company  and the  Optionee  has been so  employed
           continuously since the date such option was granted.

  (e)      Subject to Sections  5.1(c) and 5.1(d) of this Plan,  Incentive Stock
           Options  granted  under  this Plan shall  continue  in effect for the
           period  fixed by the Plan  Administrator,  except  that no  Incentive
           Stock Option shall be exercisable after ten years from the date it is
           granted.

  (f)      The  exercise  price  shall not be less than 100% of the fair  market
           value of the shares of Common Stock  covered by the  Incentive  Stock
           Option at the date the option is  granted.  For the  purposes of this
           plan,  "fair market  value" at any date shall mean the closing  price
           per share of the Common Stock on the last trading day preceding  such
           date as reported on a securities  quotation system or stock exchange.
           If such shares are not so reported or listed,  the Plan Administrator
           shall  determine  the fair market value of the shares of Common Stock
           in its discretion.

  (g)      The provisions of clauses (b) and (c) of this Section shall not apply
           if either  the  applicable  sections  of the Code or the  regulations
           thereunder are amended so as to change or eliminate such  limitations
           or to permit  appropriate  modifications of those requirements by the
           Plan Administrator.

5.2 Non-Qualified  Stock Options.  Non-Qualified  Stock Options shall be granted
only to persons or  entities  listed in Section  4.1 and shall be subject to the
following terms and conditions:

  (a)      The  exercise  price  may be more or less  than or  equal to the fair
           market  value  of  the  shares  of  Common   Stock   covered  by  the
           Non-Qualified Stock Option on the date the option is granted, and the
           exercise price may fluctuate based on criteria determined by the Plan
           Administrator.  The fair  market  value of  shares  of  Common  Stock
           covered by a  Non-Qualified  Stock Option shall be  determined by the
           Plan Administrator, as described in Section 5.1(f).

  (b)      Unless  otherwise   established  by  the  Plan   Administrator,   any
           Non-Qualified  Stock Option shall  terminate ten years after the date
           it is granted.

5.3 Vesting.  To ensure that the Company and its  subsidiaries  will achieve the
purposes of and  receive  the  benefits  contemplated  in this Plan,  any option
granted to any Optionee  hereunder  shall be exercisable  according to a vesting
schedule  or no  vesting  schedule  as  established  or  determined  by the Plan
Administrator.


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5.4  Nontransferability.  Options  granted  under  this Plan and the  rights and
privileges  conferred  hereby  may  not be  transferred,  assigned,  pledged  or
hypothecated in any manner (whether by operation of law or otherwise) other than
by will or by the  applicable  laws of descent  and  distribution,  shall not be
subject to execution,  attachment or similar  process,  and shall be exercisable
during the Optionee's  lifetime only by the Optionee.  Any purported transfer or
assignment in violation of this provision shall be void.

5.5 Termination of Options.

  (a)      Generally.  Unless otherwise  determined by the Plan Administrator or
           specified  in the  Optionee's  Option  Agreement,  if the  Optionee's
           employment   or  service  with  the  Company,   including   with  any
           subsidiary,   terminates   for  any  reason  other  than  for  cause,
           resignation,  retirement,  disability or death, then the Optionee may
           exercise  the  option  at any  time  before  the  earlier  of (a) the
           expiration  date of the option or (b) the  expiration of three months
           after the date of such termination of employment or service, for that
           portion of the Optionee's  option that was exercisable at the time of
           such termination of employment or service (provided the conditions of
           Section  6.4  and  any  other  conditions  specified  in  the  Option
           Agreement  shall  have  been  met by the  date  of  exercise  of such
           option).

(b) For Cause; Resignation.


     (i)  If an  Optionee  is  terminated  for  cause  or  resigns  in  lieu  of
          dismissal,  any  option  granted  hereunder  shall be  deemed  to have
          terminated  as of the time of the first act that led or would have led
          to the  termination  for cause or resignation in lieu of dismissal and
          such Optionee shall  thereupon have no right to purchase any shares of
          Common Stock  pursuant to the  exercise of such  option,  and any such
          exercise shall be null and void. Termination for "cause" shall include
          (i) the violation by the Optionee of any reasonable  rule or policy of
          the  Board of  Directors  or the  Optionee's  superiors  or the  chief
          executive  officer or the chief operating  officer of the Company that
          results in damage to the Company or which,  after notice to do so, the
          Optionee fails to correct within a reasonable  time;  (ii) any willful
          misconduct or gross negligence by the Optionee in the responsibilities
          assigned to him or her;  (iii) any  willful  failure to perform his or
          her job as required to meet the  objectives  of the Company;  (iv) any
          wrongful  conduct of an  Optionee  that has an  adverse  impact on the
          Company or that  constitutes a  misappropriation  of the assets of the
          Company; (v) unauthorized disclosure of confidential  information;  or
          (vi) the  Optionee's  performing  services  for any other  company  or
          person that  competes  with the Company while he or she is employed by
          or provides  services to the Company,  without the written approval of
          the chief  executive  officer of the ompany.  "Resignation  in lieu of
          dismissal" shall mean a resignation by an Optionee of employment with
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     or   service to the Company if (i) the  Company  has given prior  notice to
          such Optionee of its intent to dismiss the Optionee for  circumstances
          that  constitute  cause,  or (ii) within two months of the  Optionee's
          resignation,  the  chief  operating  officer  or the  chief  executive
          officer of the  Company or the Board of  Directors  determines,  which
          determination  shall be final and binding,  that such  resignation was
          related to an act that would have led to a termination for cause.

     (ii) If an Optionee resigns from the Company,  the right of the Optionee to
          exercise  his or her  option  shall be  suspended  for a period of two
          months  from the  date of  resignation,  unless  the  chief  executive
          officer of the Company or the Board of Directors  determines otherwise
          in  writing.  Thereafter,  unless  there is a  determination  that the
          Optionee resigned in lieu of dismissal, the option may be exercised at
          any time before the earlier of (i) the  expiration  date of the option
          (which shall have been similarly  suspended) or (ii) the expiration of
          three  months after the date of  resignation,  for that portion of the
          Optionee's option that was exercisable at the time of such resignation
          (provided  the  conditions  of  Section  6.4 and any other  conditions
          specified in the Option  Agreement  shall have been met at the date of
          exercise of such option).

(c)        Retirement. Unless otherwise determined by the Plan Administrator, if
           an  Optionee's  employment  or service with the Company is terminated
           with the  Company's  approval  for reasons of age,  the Option may be
           exercised at any time before the earlier of (a) the  expiration  date
           of the option or (b) the expiration of three months after the date of
           such  termination  of employment or service,  for that portion of the
           Optionee's   option  that  was   exercisable  at  the  time  of  such
           termination  of  employment or service  (provided  the  conditions of
           Section  6.4  and  any  other  conditions  specified  in  the  Option
           Agreement  shall  have  been  met at the  date  of  exercise  of such
           option).

(d)        Disability. Unless otherwise determined by the Plan Administrator, if
           an Optionee's  employment or relationship with the Company terminates
           because of a  permanent  or total  disability  (as defined in Section
           22(e)(3) of the Code), the option may be exercised at any time before
           the  earlier  of (a) the  expiration  date of the  option  or (b) the
           expiration of 12 months after the date of such termination, for up to
           the full number of shares of Common Stock covered thereby,  including
           any portion not yet vested  (provided  the  conditions of Section 6.4
           and any other conditions specified in the Option Agreement shall have
           been met by the date of exercise of such option).


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(e)        Death. Unless otherwise determined by the Plan Administrator,  in the
           event of the death of an  Optionee  while  employed  by or  providing
           service  to the  Company,  the option  may be  exercised  at any time
           before the  earlier of (a) the  expiration  date of the option or (b)
           the  expiration of 12 months after the date of death by the person or
           persons to whom such Optionee's rights under the option shall pass by
           the  Optionee's  will  or by  the  applicable  laws  of  descent  and
           distribution,  for up to the full  number of  shares of Common  Stock
           covered  thereby,  including any portion not yet vested (provided the
           conditions of Section 6.5 and any other  conditions  specified in the
           Option  Agreement shall have been met by the date of exercise of such
           option).

(f)        Extension of Exercise  Period  Applicable  to  Termination.  The Plan
           Administrator,  at the time of grant or at any time  thereafter,  may
           extend the one-month,  three-month and 12-month  exercise  periods to
           any length of time not longer than the  original  expiration  date of
           the  option,  and may  increase  the  portion  of an  option  that is
           exercisable,  subject  to  such  terms  and  conditions  as the  Plan
           Administrator  may  determine;  provided,  that any  extension of the
           exercise  period or other  modification  of an Incentive Stock Option
           shall be subject to the written  agreement and  acknowledgment by the
           Optionee that the extension or modification  disqualifies  the option
           as an Incentive Stock Option.

(g)        Failure to  Exercise  Option.  To the  extent  that the option of any
           deceased  Optionee or of any  optionee  whose  employment  or service
           terminates is not exercised within the applicable  period, all rights
           to purchase  shares of Common Stock  pursuant to such  options  shall
           cease and terminate.

(h)        Transfers;  Leaves.  For  purposes of this Section 5.5, a transfer of
           employment or other relationship  between or among the Company and/or
           any  subsidiaries  shall not be deemed to constitute a termination of
           employment or other cessation of relationship with the Company or any
           of its  subsidiaries.  For purposes of this Section 5.5, with respect
           to Incentive  Stock Options,  employment  shall be deemed to continue
           while the  Optionee  is on military  leave,  sick leave or other bona
           fide leave of absence (as  determined by the Plan  Administrator)  in
           accordance with the policies of the Company.

6.  Exercise.

6.1 Procedure.  Subject to the provisions of Section 5.3 above,  each option may
be  exercised  in whole or in part;  provided,  however,  that no fewer than 100
shares (or the remaining shares then purchasable  under the option, if less than
100 shares) may be purchased on any exercise of any option granted hereunder and
that only whole  shares will be issued  pursuant  to the  exercise of any option
(the  number of 100 shares  shall not be changed  by any  transaction  or action
described  in Section 8 or Section 11 unless the Plan  Administrator  determines
that such a change is appropriate). Options shall be exercised by delivery to


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the  Secretary  of the Company or his or her  designated  agent of notice of the
number of shares with respect to which the option is  exercised,  together  with
payment in full of the exercise price and any applicable withholding taxes.

6.2 Payment. Payment of the option exercise price shall be made in full when the
notice of exercise of the option is delivered to the Secretary of the Company or
his or her designated  agent and shall be in cash or bank certified or cashier's
check or through  irrevocable  instructions  to a stock  broker to  deliver  the
amount of sales  proceeds  necessary to pay the  appropriate  exercise price and
withholding tax  obligations,  all in accordance  with  applicable  governmental
regulations,   for  the  shares  of  Common  Stock  being  purchased.  The  Plan
Administrator  may  determine  at the time the option is granted  for  Incentive
Stock Options,  or at an time before exercise for  Non-Qualified  Stock Options,
that additional forms of payment will be permitted.

6.3  Withholding.  Before the issuance of shares of Common Stock on the exercise
of an option, the Optionee shall pay to the Company the amount of any applicable
federal,  state or local tax withholding  obligations.  The Company may withhold
any  distribution  in whole or in part until the Company is so paid. The Company
shall have the right to withhold  such  amount from any other  amounts due or to
become due from the  Company  to the  Optionee,  including  salary  (subject  to
applicable  law) or to retain and  withhold  a number of shares  having a market
value not less than the  amount of such taxes  required  to be  withheld  by the
Company to  reimburse it for any such taxes and cancel (in whole or in part) any
such shares so withheld.

6.4  Conditions  Precedent to Exercise.  The Plan  Administrator  may  establish
conditions  precedent to the exercise of any option, which shall be described in
the relevant Option Agreement.

7. Foreign Qualified Grants.  Options under this Plan may be granted to officers
and employees of the Company and its subsidiaries and other persons described in
Section 4 who  reside in foreign  jurisdictions  as the Plan  Administrator  may
determine form time to time. The Board of Directors may adopt supplements to the
Plan as needed to comply with the applicable laws of such foreign  jurisdictions
and to give options favorable treatment under such laws; provided, however, that
no award shall be granted under any such  supplement on terms more beneficial to
such Optionees than those permitted by this Plan.

8. Corporate Mergers,  Acquisitions,  Etc. The Plan Administrator may also grant
options under this Plan having terms,  conditions and provisions  that vary from
those  specified  in this  Plan  provided  that  such  options  are  granted  in
substitution  for, or in connection  with the  assumption of,  existing  options
granted,  awarded  or issued by another  corporation  and  assumed or  otherwise
agreed  to be  provided  for  by  the  Company  pursuant  to or by  reason  of a
transaction involving a corporate merger, consolidation, acquisition of property
or stock, reorganization or liquidation to which the Company is a party.


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9. Holding Period.  Unless otherwise determined by the Plan Administrator,  if a
person  subject to Section 16 of the Exchange Act exercises an option within six
months of the date of grant of the option,  the shares of Common Stock  acquired
on  exercise  of the option  may not be sold until six months  after the date of
grant of the option.

10.  Option  Agreements.  Options  granted under this Plan shall be evidenced by
written stock option  agreements  (the "Option  Agreements")  that shall contain
such terms,  conditions,  limitations and restrictions as the Plan Administrator
shall  deem  advisable  and that are  consistent  with  this  Plan.  All  Option
Agreements  shall include or incorporate  by reference the applicable  terms and
conditions contained in this Plan.

11. Adjustments on Changes in Capitalization.

11.1 Stock Splits, Capital Stock Adjustments.  The aggregate number and class of
shares for which options may be granted under this Plan, the number and class of
shares  covered  by each  outstanding  option and the  exercise  price per share
thereof  (but  not  the  total  price),  and  each  such  option,  shall  all be
proportionately  adjusted  for any  increase or decrease in the number of issued
shares  of Common  Stock of the  Company  resulting  from a stock  split,  stock
dividend or consolidation of shares or any like capital stock adjustment.

11.2 Effect of Merger, Sale of Assets, Liquidation or Dissolution.

(a)  Mergers,  Sale of  Assets,  Other  Transactions.  In the event of a merger,
     consolidation or plan of exchange to which the Company is a party or a sale
     of  all  or   substantially   all  of  the  Company's   assets   (each,   a
     "Transaction"),  the Board of Directors,  in its sole discretion and to the
     extent possible under the structure of the Transaction, shall select one of
     the  following  alternatives  for treating  outstanding  options under this
     Plan:

     (i)  Outstanding  options shall remain in effect in  accordance  with their
          terms;

     (ii) Outstanding  options shall be converted into options to purchase stock
          in the corporation  that is the surviving or acquiring  corporation in
          the Transaction.  The amount,  type of securities  subject thereto and
          exercise  price of the  converted  options  shall be determined by the
          Board of Directors  of the  Company,  taking into account the relative
          values of the companies  involved in the  Transaction and the exchange
          rate, if any, used in determining shares of the surviving  corporation
          to be issued to holders  of shares of the  Company.  Unless  otherwise
          determined by the Board of Directors,  the converted  options shall be
          vested only to the extent that the  vesting  requirements  relating to
          options granted hereunder have been satisfied;


<PAGE>


    (iii) The Board of Directors shall provide a period before the  consummation
          of  the  Transaction   during  which  outstanding   options  shall  be
          exercisable  to the  extent  vested  and,  on the  expiration  of such
          period, all unexercised options shall immediately terminate. The Board
          of Directors,  in its sole  discretion,  may accelerate the vesting of
          such options so that they are  exercisable in full during such period;
          or

     (iv) The Board of  Directors  shall take such other  action with respect to
          outstanding  options as the Board deems to be in the best interests of
          the Company.

(b)  Liquidation;  Dissolution.  If the  Company  is  liquidated  or  dissolved,
     options shall be treated in accordance with Section 11.2 (a)(iii).

11.3  Fractional  Shares.  If the  number of  shares  covered  by any  option is
adjusted,  any  fractional  shares  resulting  from  such  adjustment  shall  be
disregarded  and each such  option  shall  cover only the number of full  shares
resulting from such adjustment.

11.4  Determination of Board to Be Final. All adjustments  under this Section 11
shall  be made by the  Board  of  Directors  and  its  determination  as to what
adjustments shall be made, and the extent thereof,  shall be final,  binding and
conclusive.  Unless an Optionee agrees otherwise, any change or adjustment to an
Incentive Stock Option shall be made, if possible, in such a manner so as not to
constitute a "modification," as defined in Section 424(h) of the Code, and so as
not to cause  the  Optionee's  Incentive  Stock  Option to fail to  continue  to
qualify as an Incentive Stock Option.

12.  Securities Regulations.

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


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12.2  Conditions of Exercise.  As a condition to the exercise of an option, the
company  may require the  Optionee to  represent  and warrant at the time of any
such  exercise  that the  shares of Common  Stock are being  purchased  only for
investment and without any present  intention to sell or distribute  such shares
if, in the opinion of counsel for the Company, such a representation is required
by any relevant  provision of the  aforementioned  laws. The Company may place a
stop-transfer  order  against any shares of Common Stock on the  official  stock
books and the  records  of the  Company,  and a legend  may be  stamped on stock
certificates  to the effect that the shares of Common  Stock may not be pledged,
sold  or  otherwise  transferred  unless  an  opinion  of  counsel  is  provided
(concurred  in by counsel for the Company)  stating that such transfer is not in
violation of any applicable law or regulation.  The Plan  Administrator may also
require such other action or agreement by the Optionees as may from time to time
be  necessary  to comply  with the  federal  and  state  securities  laws.  THIS
PROVISION  SHALL NOT  OBLIGATE  THE  COMPANY TO  UNDERTAKE  REGISTRATION  OF THE
OPTIONS OR STOCK THEREUNDER.

12.3 Securities  Exchange Listing.  If any of the Company's capital stock of the
same class as the Common Stock subject to options granted hereunder is listed on
a national securities  exchange,  all shares of Common Stock issued hereunder if
not previously  listed on such exchange shall be authorized by that exchange for
listing thereon before the issuance thereof.

13.   Amendment and Termination.

13.1 Plan.  The Board of Directors may at any time  suspend,  amend or terminate
this Plan,  provided that, except as set forth in Section 8, the approval of the
Company's  shareholders  is  necessary  within  12  months  before  or after the
adoption by the Board of Directors of any amendment that will:

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

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

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

13.2  Options.  Subject  to the  requirements  of  Section  422 of the Code with
respect to Incentive  Stock Options and to the terms and  conditions  and within
the  limitations  of this  Plan,  the Plan  Administrator  may  modify  or amend
outstanding options granted under this Plan. The modification or amendment of an
outstanding  option shall not,  without the consent of the  Optionee,  impair or
diminish any of his or her rights or any of the obligations of the Company under
such option. Except as otherwise provided in this Plan,  no  outstanding  option
shall be  terminated  without the consent of the Optionee.  Unless the Optionee

<PAGE>



agrees otherwise, any changes or adjustments made to outstanding Incentive Stock
Options  granted  under  this  Plan  shall be made in such a manner so as not to
constitute a "modification," as defined in Section 424(h) of the Code, and so as
not to cause any Incentive Stock Option issued  hereunder to fail to continue to
qualify as an Incentive Stock Option as defined in Section 422(b) of the Code.

13.3 Automatic Termination.  Unless sooner terminated by the Board of Directors,
     this Plan  shall  terminate  ten years  from the date on which this Plan is
     adopted by the Board.  No option may be granted after such  termination  or
     during any  suspension of this Plan.  The amendment or  termination of this
     Plan shall not,  without the consent of the  Optionee,  alter or impair any
     rights or obligations under any option already granted under this Plan.

14.  Miscellaneous.

14.1 Time of Granting  Options.  The date of grant of an option  shall,  for all
purposes,  be the date on which the Company  completes  the  required  corporate
action relating to the grant of an option.  The execution of an Option Agreement
and the  conditions  to the  exercise  of an option  shall not defer the date of
grant.

14.2 No Status as  Shareholder.  Neither the Optionee nor any party to which the
Optionee's rights and privileges under the option may pass shall be, or have any
of the rights or privileges of, a shareholder of the Company with respect to any
of the shares of Common  Stock  issuable on the  exercise of any option  granted
under this Plan unless and until such option has been exercised and the issuance
(as  evidenced  by the  appropriate  entry on the books of the  Company  or duly
authorized  transfer agent of the Company) of the stock  certificate  evidencing
such shares.

14.3 Status as an Employee.  Nothing in this Plan or any option granted pursuant
to this Plan shall confer on any Optionee any right to continue in the employ of
the  Company or any or its  subsidiaries,  or to  interfere  in any way with the
right of the Company to terminate his or her  employment  or other  relationship
with the Company or any of its subsidiaries at any time.

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

15.  Effectiveness of This Plan. This Plan shall become effective on the date on
which it is adopted by the Board of  Directors  of the Company  (the  "Effective
Date").  No option  granted  under this Plan to any  officer or  director of the
Company shall become exercisable until the Plan is approved by the shareholders,
and any option  granted  before such  approval  shall be  conditioned  on and is
subject to such approval.


<PAGE>



           Adopted by the Board of  Directors  on December 6, 1999,  amended and
restated by the Board of Directors  on February  22, 2000 and May 16, 2000,  and
approved by the shareholders on July 5, 2000.