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EXHIBIT 10.6

ULTIMATE SPORTS ENTERTAINMENT, INC.
(As Amended June 14, 2002)

STOCK OPTION PLAN

ARTICLE 1.
GENERAL PROVISIONS

     1.1.     PURPOSE OF THE PLAN

     This Stock Option Plan (the "Plan") is intended to promote the interests
of Ultimate Sports Entertainment, Inc., a Delaware corporation, (the
"Corporation") by providing eligible persons with the opportunity to acquire
or increase their proprietary interest in the Corporation as an incentive for
them to remain in the Service of the Corporation.

     Capitalized terms shall have the meanings assigned to such terms in the
attached Appendix.

     1.2.     ADMINISTRATION OF THE PLAN

          a.     Prior to the Section 12(g) Registration Date, the Plan shall
be administered by the Board or a committee of the Board.

          b.     Beginning with the Section 12(g) Registration Date, the
Primary Committee shall have sole and exclusive authority to administer the
Plan with respect to Section 16 Insiders.  Administration of the Plan with
respect to all other persons eligible under the Plan may, at the Board's
discretion, be vested in the Primary Committee or a Secondary Committee, or
the Board may retain the power to administer the Plan with respect to all such
persons.

          c.     Members of the Primary Committee or any Secondary Committee
shall serve for such period of time as the Board may determine and may be
removed by the Board at any time.  The Board may also terminate the functions
of any Secondary Committee at any time and reassume all powers and authority
previously delegated to such committee.

          d.     Each Plan Administrator shall, within the scope of its
administrative functions under the Plan, have full power and authority to
establish such rules and regulations as it may deem appropriate for proper
administration of the Plan and to make such determinations under, and issue
such interpretations of, the provisions of the Plan and any outstanding
options thereunder as it may deem necessary or advisable.  Decisions of the
Plan Administrator within the scope of its administrative functions under the
Plan shall be final and binding on all parties who have an interest in the
Plan under its jurisdiction or any option thereunder.

          e.     Service on the Primary Committee or the Secondary Committee
shall constitute service as a Board member, and members of each such committee
shall accordingly be entitled to full indemnification and reimbursement as
Board members for their service on such committee.  No member of the Primary
Committee or the Secondary Committee shall be liable for any act or omission
made in good faith with respect to the Plan or any option grants under the
Plan.

          f.     Each Plan Administrator shall, within the scope of its
administrative jurisdiction under the Plan, have full authority (subject to
the provisions of the Plan) to determine which eligible persons are to receive
option grants, the time or times when such option grants are to be made, the
number of shares to be covered by each such grant, the status of the granted
option as either an Incentive Option or a Non-Statutory Option, the time or
times at which each option is to become exercisable, the vesting schedule (if
any) applicable to the option shares, the acceleration of such vesting
schedule, the maximum term for which the option is to remain outstanding,
whether the option shares shall be subject to rights of repurchase and/or
rights of first refusal, and all other terms and conditions of the option
grants.

     1.3.     ELIGIBILITY

     The following persons shall be eligible to participate in the Plan:

          a.     Employees, as to both Incentive and/or Non-Statutory Options,

          b.     non-employee members of the Board or the board of directors
of any Parent or Subsidiary as to Non-Statutory Options, and

          c.     consultants and other independent advisors who provide
Services to the Corporation or any Parent or Subsidiary, as to Non-Statutory Options.

     1.4.     STOCK SUBJECT TO THE PLAN

          a.     The stock issuable under the Plan shall be shares of
authorized but unissued Common Stock, including shares repurchased by the
Corporation on the open market.  The maximum number of shares of Common Stock
which may be issued over the term of the Plan shall not exceed ten million
(10,000,000) shares, which number of shares may be changed from time to time
in accordance with Section 3.4 below.

          b.     Shares of Common Stock subject to outstanding options shall
be available for subsequent issuance under the Plan to the extent the options
expire or terminate for any reason prior to exercise in full.  However, should
the Exercise Price be paid with shares of Common Stock or should shares of
Common Stock otherwise issuable under the Plan be withheld by the Corporation
in satisfaction of the withholding taxes incurred in connection with the
exercise of an option under the Plan, then the number of shares of Common
Stock available for issuance under the Plan shall be reduced by the gross
number of shares for which the option is exercised, and not by the net number
of shares of Common Stock issued to the holder of such option.

          c.     Should any change be made to the Common Stock by reason of
any stock split, stock dividend, recapitalization, combination of shares,
exchange of shares or other change affecting the outstanding Common Stock as a
class without the Corporation's receipt of consideration, appropriate
adjustments shall be made to (i) the maximum number and/or class of securities
issuable under the Plan, (ii) the number and/or class of securities for which
any one person may be granted options per calendar year, and (iii) the number
and/or class of securities and the Exercise Price in effect under each
outstanding option in order to prevent the dilution or enlargement of benefits
thereunder.  The adjustments determined by the Plan Administrator shall be
final, binding, and conclusive.

ARTICLE 2.
OPTION GRANT PROGRAM

     2.l.     OPTION TERMS

     Each option shall be evidenced by one or more documents in the form
approved by the Plan Administrator; provided, however, that each such document
shall comply with the terms specified below.  Each document evidencing an
Incentive Option shall, in addition, be subject to the provisions of Section
2.2 of the Plan, below.

          a.     Exercise Price

               (1)     The Exercise Price shall be fixed by the Plan
Administrator but shall not be less than one hundred percent (100%) of the
Fair Market Value per share of Common Stock on the Grant Date.

               (2)     The Exercise Price shall become immediately due upon
exercise of the option and shall, subject to the provisions of Article 3. 1,
and the documents evidencing the option, be payable in one or more of the
forms specified below:

                    (a)     cash or check made payable to the Corporation,

               (b)     shares of Common Stock held for the requisite period
necessary to avoid a charge to the Corporation's earnings for financial
reporting purposes and valued at Fair Market Value on the Exercise Date, or

               (c)     to the extent the option is exercised for vested
shares, through a special sale and remittance procedure pursuant to which the
Optionee shall concurrently provide irrevocable written instructions to (a) a
Corporation designated brokerage firm to effect the immediate sale of the
Purchased Shares and remit to the Corporation, out of the sale proceeds
available on the settlement date, sufficient funds to cover the aggregate
Exercise Price payable for the Purchased Shares plus all applicable federal,
state and local income and employment taxes required to be withheld by the
Corporation by reason of such exercise and (b) the Corporation to deliver the
certificates for the Purchased Shares directly to such brokerage firm in order
to complete the sale.

               Except to the extent the sale and remittance procedure is
utilized, payment of the Exercise Price for the Purchased Shares must be made
on the Exercise Date.

          b.     Exercise and Term of Options.  Each option shall be
exercisable at such time or times, during such period and for such number of
shares as shall be determined by the Plan Administrator and set forth in the
documents evidencing the option.  However, no option shall have a term in
excess of ten (10) years measured from the Grant Date.

          c.     Effect of Termination of Service

               (1)     The following provisions shall govern the exercise of
any options held by the Optionee at the time of cessation of Service:

               (a)     Any option outstanding at the time of the Optionee's
cessation of Service for any reason except death, Permanent Disability or
Misconduct shall remain exercisable for a three (3) month period thereafter,
provided no option shall be exercisable after the Expiration Date.

               (b)     Any option outstanding at the time of the Optionee's
cessation of Service due to death or Permanent Disability shall remain
exercisable for a twelve (12) month period thereafter, provided no option
shall be exercisable after the Expiration Date.  Subject to the foregoing, any
option exercisable in whole or in part by the Optionee at the time of death
may be exercised subsequently by the personal representative of the Optionee's
estate or by the person or persons to whom the option is transferred pursuant
to the Optionee's will or in accordance with the laws of descent and
distribution.

               (c)     Should the Optionee's Service be terminated for
Misconduct, then all outstanding options held by the Optionee shall terminate
immediately and cease to be outstanding.

               (d)     During the applicable post-Service exercise period, the
option may not be exercised in the aggregate for more than the number of
shares for which the option is exercisable on the date of the Optionee's
cessation of Service; the option shall, immediately upon the Optionee's
cessation of Service, terminate and cease to be outstanding to the extent the
option is not otherwise at that time exercisable.  Upon the expiration of the
applicable exercise period or (if earlier) upon the Expiration Date, the
option shall terminate and cease to be outstanding for any shares for which
the option has not been exercised.

               (2)     The Plan Administrator shall have the discretion,
exercisable either at the time an option is granted or at any time while the
option remains outstanding, to:

               (a)     extend the period of time for which the option is to
remain exercisable following the Optionee's cessation of Service from the
period otherwise in effect for that option to such greater period of time as
the Plan Administrator shall deem appropriate, but in no event beyond the
Expiration Date, and/or

               (b)     permit the option to be exercised, during the
applicable post-Service exercise period, not only with respect to the number
of shares of Common Stock for which such option is exercisable at the time of
the Optionee's cessation of Service but also with respect to one or more
additional shares that would have vested under the option had the Optionee
continued in Service.

          d.     Stockholder Rights.  The holder of an option shall have no
stockholder rights with respect to the shares subject to the option until such
person shall have exercised the option, paid the Exercise Price, and become a
holder of record of the Purchased Shares.

          e.     Limited Transferability of Options.  During the lifetime of
the Optionee, Incentive Options may be exercised only by the Optionee, and
shall not be assignable or transferable except by will or the laws of descent
and distribution following the Optionee's death.  Non-Statutory Options may be
assigned or transferred in whole or in part only (i) during the Optionee's
lifetime if in connection with the Optionee's estate plan to one or more
members of the Optionee's immediate family (spouse and children) or to a trust
established exclusively for the benefit of one or more such immediate family
members, or (ii) by will or the laws of descent and distribution following the
Optionee's death.  The assigned portion may only be exercised by the person or
persons who acquire a proprietary interest in the option pursuant to the
assignment.  The terms applicable to the assigned portion shall be the same as
those in effect for the option immediately prior to such assignment and shall
be set forth in such documents issued to the assignee as the Plan
Administrator may deem appropriate.

     2.2. INCENTIVE OPTIONS

     The terms specified below shall apply to all Incentive Options.  Except
as modified by the provisions of this Section 2.2, all the provisions of this
Plan shall apply to Incentive Options.  Options specifically designated as
Non-Statutory Options when issued under the Plan shall not be subject to the
terms of this Section 2.2.

          a.     Eligibility.  Incentive Options may only be granted to Employees.

          b.     Exercise Price.  The Exercise Price shall not be less than one hundred
percent (100%) of the Fair Market Value per share of Common Stock on the Grant Date.

          c.     Dollar Limitation.  The aggregate Fair Market Value of the
shares of Common Stock (determined as of the respective date or dates of
grant) for which one or more options granted to any Employee under the Plan
(or any other option plan of the Corporation or any Parent or Subsidiary) may
for the first time become exercisable as Incentive Options during any one (1)
calendar year shall not exceed the sum of One Hundred Thousand Dollars
($100,000).  To the extent the Employee holds two (2) or more such options
which become exercisable for the first time in the same calendar year, the
foregoing limitation on the exercisability of such options as Incentive
Options shall be applied in the order in which such options are granted.

          d.     10% Stockholder.  If an Employee to whom an Incentive Option
is granted is a 10% Stockholder, then the Exercise Price shall not be less
than one hundred ten percent (110%) of the Fair Market Value per share of
Common Stock on the Grant Date, and the option term shall not exceed five (5)
years measured from the Grant Date.

          e.     Holding Period.  Shares purchased pursuant to an option shall
cease to qualify for favorable tax treatment as Incentive Option Shares if and
to the extent Optionee disposes of such shares within two (2) years of the
Grant Date or within one (1) year of Optionee's purchase of said shares.

     2.3.     CORPORATE TRANSACTION/CHANGE IN CONTROL

          a.     In the event of any Corporate Transaction, the Board of
Directors shall have the sole discretion to elect that each outstanding option
shall automatically accelerate so that each such option shall, immediately
prior to the effective date of the Corporate Transaction, become fully
exercisable for all of the shares of Common Stock at the time subject to such
option and may be exercised for any or all of those shares as fully-vested
shares of Common Stock.  The Board may exercise its discretion to accelerate
the vesting of options whether or not (i) such option is, in connection with
the Corporate Transaction, either to be assumed by the successor corporation
or Parent thereof or to be replaced with a comparable option to purchase
shares of the capital stock of the successor corporation or Parent thereof,
(ii) such option is to be replaced with a cash incentive program of the
successor corporation which preserves the spread existing on the unvested
option shares at the time of the Corporate Transaction and provides for
subsequent payout in accordance with the same vesting schedule applicable to
such option, except to the extent that the acceleration of such option is
subject to other limitations imposed by the Plan Administrator at the time of
the option grant.  The determination of option comparability under clause (i)
above shall be made by the Plan Administrator, whose determination shall be
final, binding and conclusive.

          b.     In the event of any Corporate Transaction, the Board of
Directors shall have sole discretion to elect that all outstanding repurchase
rights may also be terminated automatically whether or not those repurchase
rights are to be assigned to the successor corporation (or Parent thereof) in
connection with such Corporate Transaction.

          c.     The Plan Administrator's discretion under Sections 2.3.a. and
b. above shall be exercisable either at the time the option is granted or at
any time while the option remains outstanding, whether or not those options
are to be assumed or replaced (or those repurchase rights are to be assigned)
in the Corporate Transaction.  The Plan Administrator shall also have the
discretion to grant options which do not accelerate whether or not such
options are assumed (and to provide for repurchase rights that do not
terminate whether or not such rights are assigned) in connection with a
Corporate Transaction.

          d.     If the Board of Directors elects the automatic acceleration
of some or all of the outstanding options upon the occurrence of a Corporate
Transaction, all such outstanding options shall terminate and cease to be
outstanding, except to the extent assumed by the successor corporation (or
parent thereof) immediately following the consummation of the Corporate
Transaction.

          e.     Each option which is assumed in connection with a Corporate
Transaction shall be appropriately adjusted, immediately after such Corporate
Transaction, to apply to the number and class of securities that would have
been issuable to the Optionee in consummation of such Corporate Transaction
had the option been exercised immediately prior to such Corporate
Transaction.  Appropriate adjustments shall also be made to (i) the number and
class of securities available for issuance under the Plan following the
consummation of such Corporate Transaction, (ii) the exercise price payable
per share under each outstanding option, provided the aggregate exercise price
payable for such securities shall remain the same and (iii) the maximum number
of securities and/or class of securities for which any one person may be
granted stock options.

          f.     The Plan Administrator shall have the discretion, exercisable
at the time the option is granted or at any time while the option remains
outstanding, to provide for the automatic acceleration of any options assumed
or replaced in a Corporate Transaction that do not otherwise accelerate at
that time (and the termination of any of the Corporation's outstanding
repurchase rights that do not otherwise terminate at the time of the Corporate
Transaction) in the event the Optionee's Service should subsequently terminate
by reason of an Involuntary Termination within eighteen (18) months following
the effective date of such Corporate Transaction.  Any options so accelerated
shall remain exercisable for shares until the earlier of (i) the expiration of
the option term or (ii) the expiration of the one (l)-year period measured
from the effective date of the Involuntary Termination.

          g.     The Plan Administrator shall have the discretion, exercisable
either at the time the option is granted or at any time while the option
remains outstanding, to (i) provide for the automatic acceleration of one or
more outstanding options (and the automatic termination of one or more
outstanding repurchase rights) upon the occurrence of a Change in Control or
(ii) condition any such option acceleration (and the termination of any
outstanding repurchase rights) upon the subsequent Involuntary Termination of
the Optionee's Service within a specified period (not to exceed eighteen (18)
months) following the effective date of such Change in Control.  Any options
accelerated in connection with a Change in Control shall remain fully
exercisable until the expiration or sooner termination of the option term.

          h.     The portion of any Incentive Option accelerated in connection
with a Corporate Transaction or Change in Control shall remain exercisable as
an Incentive Option only to the extent the applicable One Hundred Thousand
Dollar ($100,000) limitation is not exceeded.  To the extent such dollar
limitation is exceeded, the accelerated portion of such option shall be
exercisable as a Non-Statutory Option under the federal tax laws.

          i.     The grant of options under the Plan shall in no way affect
the right of the Corporation to adjust, reclassify, reorganize or otherwise
change its capital or business structure or to merge, consolidate, dissolve,
liquidate or sell or transfer all or any part of its business or assets.

ARTICLE 3.
MISCELLANEOUS

     3.1.     FINANCING

          a.     The Plan Administrator may permit any Optionee to pay the
option Exercise Price by delivering a promissory note payable in one or more
installments.  The terms of any such promissory note (including the interest
rate and the terms of repayment) shall be established by the Plan
Administrator in its sole discretion.  Promissory notes may be authorized with
or without security or collateral.  In all events, the maximum credit
available to the Optionee may not exceed the sum of (i) the aggregate option
Exercise Price payable for the Purchased Shares plus (ii) the amount of any
federal, state and local income and employment tax liability incurred by the
Optionee in connection with the option exercise.

          b.     The Plan Administrator may, in its discretion, determine that
one or more such promissory notes shall be subject to forgiveness by the
Corporation in whole or in part upon such terms as the Plan Administrator may
deem appropriate.

     3.2.     TAX WITHHOLDING

          a.     The Corporation's obligation to deliver shares of Common
Stock upon the exercise of options under the Plan shall be subject to the
satisfaction of all applicable federal, state and local income and employment
tax withholding requirements.

          b.     The Plan Administrator may, in its discretion, provide any or
all holders of Non-Statutory Options under the Plan with the right to use
shares of Common Stock in satisfaction of all or part of the Taxes incurred by
such holders in connection with the exercise of their options.  Such right may
be provided to any such holder in either or both of the following formats:

          (1)     Stock Withholding:  The election to have the Corporation
withhold, from the shares of Common Stock otherwise issuable upon the exercise
of such Non-Statutory Option, a portion of those shares with an aggregate Fair
Market Value equal to the percentage of the Taxes (not to exceed one hundred
percent (100%)) designated by the holder.

          (2)     Stock Delivery:  The election to deliver to the Corporation,
at the time the Non-Statutory Option is exercised, one or more shares of
Common Stock previously acquired by such holder (other than in connection with
the option exercise triggering the Taxes) with an aggregate Fair Market Value
equal to the percentage of the Taxes (not to exceed one hundred percent
(100%)) designated by the holder.

     3.3.     EFFECTIVE DATE AND TERM OF THE PLAN

          a.     The Plan shall become effective on the Plan Effective Date.
However, no shares shall be issued under the Plan pursuant to Incentive
Options until the Plan is approved by the Corporation's stockholders.  If such
stockholder approval is not obtained within twelve (12) months after the Plan
Effective Date, then all Incentive Options previously granted under this Plan
shall automatically convert into Non-Statutory Options.

          b.     The Plan shall terminate upon the earliest of (i) December
31, 2009, (ii) the date on which all shares available for issuance under the
Plan shall have been issued, or (iii) the termination of all outstanding
options in connection with a Corporate Transaction.  Upon such Plan
termination, all outstanding options shall continue to have force and effect
in accordance with the provisions of the documents evidencing such options.

     3.4.     AMENDMENT OF THE PLAN

          a.     The Board shall have complete and exclusive power and
authority to amend or modify the Plan in any or all respects.  However, no
such amendment or modification shall adversely affect any rights and
obligations with respect to options at the time outstanding under the Plan
unless each affected Optionee consents to such amendment or modification.  In
addition, amendments to the Plan shall be subject to approval of the
Corporation's stockholders to the extent required by applicable laws or
regulations.

          b.     Options to purchase shares of Common Stock may be granted
under the Plan that are in each instance in excess of the number of shares
then available for issuance under the Plan, provided any excess shares
actually issued are held in escrow until there is obtained Board approval (and
shareholder approval if required by applicable laws or regulations) of an
amendment sufficiently increasing the number of shares of Common Stock
available for issuance under the Plan.

     3.5. USE OF PROCEEDS

     Any cash proceeds received by the Corporation from the sale of shares of
Common Stock under the Plan shall be used for general corporate purposes.

     3.6.     REGULATORY APPROVALS

          a.     The implementation of the Plan, the granting of any option
under the Plan, and the issuance of any shares of Common Stock upon the
exercise of any option shall be subject to the Corporation's obtaining all
approvals and permits required by regulatory authorities having jurisdiction
over the Plan and the options granted under it, and the shares of Common Stock
issued pursuant to the Plan.

          b.     No shares of Common Stock shall be issued or delivered under
the Plan unless and until there shall have been compliance with all applicable
requirements of federal and state securities laws and all applicable listing
requirements of any stock exchange (or the Nasdaq market, if applicable) on
which Common Stock is then listed for trading.

     3.7. NO EMPLOYMENT/SERVICE RIGHTS

     Nothing in the Plan shall confer upon the Optionee any right to continue
in Service for any period of specific duration or interfere with or otherwise
restrict in any way the rights of the Corporation (or any Parent or Subsidiary
employing or retaining such person) or of the Optionee, which rights are
hereby expressly reserved by each, to terminate such person's Service at any
time for any reason, with or without cause.

APPENDIX

     The following definitions shall be in effect under the Plan and the Plan
Documents:

     1.     Board shall mean the Corporation's Board of Directors.

     2.     Change in Control shall mean a change in ownership or control of
the Corporation effected through either of the following transactions:

          a.     the acquisition, directly or indirectly, by any person or
related group of persons (other than the Corporation or a person that directly
or indirectly controls, is controlled by, or is under common control with, the
Corporation), of beneficial ownership (within the meaning of Rule 13d-3 of the
1934 Act) of securities possessing more than fifty percent (50%) of the total
combined voting power of the Corporation's outstanding securities pursuant to
a tender or exchange offer made directly to the Corporation's stockholders,
which the Board does not recommend such stockholders to accept, or

          b.     a change in the composition of the Board over a period of
thirty-six (36) consecutive months or less such that a majority of the Board
members ceases, by reason of one or more contested elections for Board
membership, to be comprised of individuals who either (i) have been Board
members continuously since the beginning of such period or (ii) have been
elected or nominated for election as Board members during such period by at
least a majority of the Board members described in clause (i) who were still
in office at the time the Board approved such election or nomination.

     3.     Code shall mean the Internal Revenue Code of 1986, as amended.

     4.     Common Stock shall mean the Corporation's common stock.

     5.     Corporate Transaction shall mean either of the following
stockholder-approved transactions to which the Corporation is a party:

          a.     a merger or consolidation in which securities possessing more
than fifty percent (50%) of the total combined voting power of the
Corporation's outstanding securities are transferred to a person or persons
different from the persons holding those securities immediately prior to such
transaction; or

          b.     the sale, transfer or other disposition of all or
substantially all of the Corporation's assets in complete liquidation or
dissolution of the Corporation.

     6.     Eligible Director shall mean a non-employee Board member eligible
to participate in the Plan.

     7.     Employee shall mean an individual who is in the employ of the
Corporation (or any Parent or Subsidiary), subject to the control and
direction of the employer entity as to both the work to be performed and the
manner and method of performance.

     8.     Exercise Date shall mean the date on which the Corporation shall
have received written notice of the option exercise.

     9.     Exercise Price shall mean the exercise price per share as
specified in the Stock Option Grant.

     10.     Expiration Date shall mean the date on which the option expires
as specified in the Stock Option Grant.

     11.     Fair Market Value per share of Common Stock on any relevant date
shall be determined in accordance with the following provisions:

          a.     If the Common Stock is traded at the time on the Nasdaq
National Market, then the Fair Market Value shall be the closing selling price
per share of Common Stock on the date in question, as such price is reported
by the National Association of Securities Dealers on the Nasdaq National
Market or any successor system.  If there is no closing selling price for the
Common Stock on the date in question, then the Fair Market Value shall be the
closing selling price on the last preceding date for which such quotation
exists.

          b.     If the Common Stock is at the time listed on any Stock
Exchange, then the Fair Market Value shall be the closing selling price per
share of Common Stock on the date in question on the Stock Exchange determined
by the Plan Administrator to be the primary market for the Common Stock, as
such price is officially quoted in the composite tape of transactions on such
exchange.  If there is no closing selling price for the Common Stock on the
date in question, then the Fair Market Value shall be the closing selling
price on the last preceding date for which such quotation exists.

          c.     If the Common Stock is not listed on any Stock Exchange nor
traded on the Nasdaq National Market, then the Fair Market Value shall be
determined by the Plan Administrator after taking into account such factors as
the Plan Administrator shall deem appropriate.

          d.     In all instances the determination of Fair Market Value shall
be made in accordance with Regulation Sections 1.421-7(e)(2) and
20.2031-2(f)(2) as promulgated under Sections 421 and 2031 of the Code, as
then in effect.

     12.     Grant Date shall mean the date on which the option is granted to
Optionee as specified in the Stock Option Grant.

     13.     Incentive Option shall mean an option which satisfies the
requirements of Code Section 422.

     14.     Involuntary Termination shall mean the termination of the Service
of any individual which occurs by reason of:

          a.     such individual's involuntary dismissal or discharge by the
Corporation for reasons other than Misconduct, or

          b.     such individual's voluntary resignation following (i) a
change in his or her position with the Corporation which materially reduces
his or her level of responsibility, (ii) a reduction in his or her level of
compensation (including base salary, fringe benefits and participation in
corporate-performance based bonus or incentive programs) by more than fifteen
percent (15 %) or (iii) a relocation of such individual's place of employment
by more than fifty (50) miles, provided and only if such change, reduction or
relocation is effected by the Corporation without the individual's consent.

     15.     Misconduct shall mean the commission of any act of fraud,
embezzlement or dishonesty by the Optionee, any unauthorized use or disclosure
by such person of confidential information or trade secrets of the Corporation
(or any Parent or Subsidiary), or any other intentional misconduct by such
person adversely affecting the business or affairs of the Corporation (or any
Parent or Subsidiary) in a material manner.  The foregoing definition shall
not be deemed to be inclusive of all the acts or omissions which the Corporation
 (or any Parent or Subsidiary) may consider as grounds for the dismissal or
discharge of any Optionee or other person in the Service of the Corporation
(or any Parent or Subsidiary).

     16.     1933 Act shall mean the Securities Act of 1933, as amended.

     17.     1934 Act shall mean the Securities Exchange Act of 1934, as amended.

     18.     Non-Statutory Option shall mean an option not intended to satisfy
the requirements of Code Section 422.

     19.     Optionee shall mean any person to whom an option is granted under Plan.

     20.     Option Shares shall mean the number of shares of Common Stock
subject to the option as specified in the Stock Option Grant.

     21.     Owner shall mean Optionee and all subsequent holders of the
Purchased Shares who derive their chain of ownership through a Permitted
Transfer from Optionee.

     22.     Parent shall mean any corporation (other than the Corporation) in
an unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the
time of the determination, stock possessing fifty percent (50%) or more of the
total combined voting power of all classes of stock in one or the other
corporations in such chain.

     23.     Permanent Disability or Permanently Disabled shall mean the
inability of the Optionee to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment expected to
result in death or to be of continuous duration of twelve (12) months or more.

     24.     Permitted Transfer shall mean (i) a gratuitous transfer of the
Purchased Shares, provided and only if Optionee obtains the Corporation's
prior written consent to such transfer, (ii) a transfer of title to the
Purchased Shares effected pursuant to Optionee's will or the laws of intestate
succession following Optionee's death, or (iii) a transfer to the Corporation
in pledge as security for any purchase-money indebtedness incurred by Optionee
in connection with the acquisition of the Purchased Shares.

     25.     Plan Administrator shall mean the particular entity, whether the
Board or a committee of the Board, which is authorized to administer the Plan
with respect to one or more classes of eligible persons, to the extent such
entity is carrying out its administrative functions under the Plan with
respect to the persons under its jurisdiction.

     26.     Plan Documents shall mean the Plan, the Stock Option Grant, and
Stock Option Exercise Notice and Purchase Agreement, collectively.

     27.     Plan Effective Date shall mean January 13, 2000, the date as of
which the Plan was adopted by the Board.

     28.     Primary Committee shall mean the committee of two (2) or more
non-employee Board members (as defined in the regulations to Section 16 of the
1934 Act) appointed by the Board to administer the Plan with respect to
Section 16 Insiders.

     29.     Purchased Shares shall mean the shares purchased upon exercise of
the Option.

     30.     Recapitalization shall mean any stock split, stock dividend,
recapitalization, combination of shares, exchange of shares or other charge
affecting the Corporation's outstanding Common Stock as a class without the
Corporation's receipt of consideration.

     31.     Reorganization shall mean any of the following transactions:
          a.     a merger or consolidation in which the Corporation is not the
surviving entity;

          b.     a sale, transfer, or other disposition of all or
substantially all of the Corporation's assets;

          c.     a reverse merger in which the Corporation is the surviving
entity but in which the Corporation's outstanding voting securities are
transferred in whole or in part to a person or persons different from the
persons holding those securities immediately prior to the merger; or

          d.     any transaction effected primarily to change the state in
which the Corporation is incorporated or to create a holding company structure.

     32.     SEC shall mean the Securities Exchange Commission.

     33.     Secondary Committee shall mean a committee of two (2) or more
Board members appointed by the Board to administer the Plan with respect to
eligible persons other than Section 16 Insiders.

     34.     Section 12(g) Registration Date shall mean the date on which the
Common Stock is first registered under Section 12(g) of the 1934 Act.

     35.     Section 16 Insider shall mean an officer or director of the
Corporation subject to the short-swing profit liabilities of Section 16 of the
1934 Act.

     36.     Service shall mean the performance of services to the Corporation
(or any Parent or Subsidiary) by a person in the capacity of an Employee, a
non-employee member of the board of directors or a consultant or independent
advisor, except to the extent otherwise specifically provided in the documents
evidencing the option grant.

     37.     Stock Exchange shall mean either the American Stock Exchange, the
New York Stock Exchange, or another regional stock exchange.

     38.     Stock Option Exercise Notice and Purchase Agreement shall mean
the agreement of said title in substantially the form of Exhibit A to the
Stock Option Grant, pursuant to which Optionee gives notice of his intent to
exercise the option and purchase Shares.

     39.     Stock Option Grant shall mean the Stock Option Grant document,
pursuant to which Optionee has been informed of the basic terms of the option
granted under the Plan.

     40.     Subsidiary shall mean any corporation (other than the
Corporation) in an unbroken chain of corporations beginning with the
Corporation, provided each corporation (other than the last corporation) in
the unbroken chain owns, at the time of the determination, stock possessing
fifty percent (50%) or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain.

     41.     Taxes shall mean the Federal, state and local income and
employment tax liabilities incurred by the holder of Non-Statutory Options in
connection with the exercise of those options.

     42.     10% Stockholder shall mean the owner of stock (as determined
under Code Section 424(d)) possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Corporation (or any
Parent or Subsidiary).
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