ASPAC COMMUNICATIONS, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 2000


Exhibit 10.24

                        INCENTIVE STOCK OPTION AGREEMENT


         This OPTION AGREEMENT (this "Agreement"), dated as of January 31, 2000,
is made by and between ASPAC Communications, Inc., a Delaware corporation (the
"Company") and Steve Li Chen, an individual (the "Optionholder").

RECITALS

         WHEREAS, the Optionholder is a valued employee of the Company, and the
Company desires to grant the Optionholder further incentives to continue to
render valuable services to it in the form of an inducement to acquire a further
proprietary interest in the Company by grant of an option to purchase shares of
the Company's common stock;

         NOW, THEREFORE, in consideration of the foregoing and for the purpose
of defining the terms and provisions of the Option and the respective rights and
obligations thereunder, the Company and the Optionholder, for value received,
hereby agree as follows:

         1. Grant of Option.
            ----------------
         The Company hereby grants to the Optionholder the right an option to
purchase, on the terms and conditions hereinafter set forth, up to an aggregate
of 1,000,000 Shares of the Company's common stock at the purchase price of $1.50
per share, according to the provisions set forth herein.

         2. Transferability and Form of Option.
            ----------------------------------

                  2.1 Registration.
                      -------------
                  The Option shall be numbered and shall be registered on
the books of the Company when issued.

                  2.2 Transfer.
                      ---------
                  The Option shall be transferable only on the books of the
Company maintained at its principal executive offices in Torrance, California or
wherever its principal executive offices may then be located upon delivery
thereof duly endorsed by the Optionholder or by its duly authorized attorney or
representative, or accompanied by proper evidence of succession, assignment or
authority to transfer. Upon any registration of transfer, the Company shall
execute and deliver a new Option to the person entitled thereto.

                                       49
<PAGE>

                           ASPAC COMMUNICATIONS, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 2000


                  2.3 Limitations on Transfer of the Option.
                      --------------------------------------
                  Subject to the provisions of Section 13 hereof, the Option
shall not be sold, transferred, assigned or hypothecated by the Optionholder.
Unless the context indicates otherwise, the term "Optionholder" shall include
any transferee or transferees or designee or designees of the Optionholder
pursuant to this subsection 2.3, and the term "Option" shall include any and all
options outstanding pursuant to this Agreement, including those evidenced by a
certificate or certificates issued upon division, exchange, substitution or
transfer pursuant to this Agreement.

                  2.4 Form of Option.
                      ---------------
                  The text of the Option and of the form of election to purchase
Shares shall be substantially as set forth in Exhibit A attached hereto. The
Option shall be executed on behalf of the Company by its President or other
authorized officer, under its corporate seal reproduced thereon, and attested by
its Secretary or an Assistant Secretary.

                  An Option bearing the signature of an individual who was at
the time of execution hereof the proper officer of the Company shall bind the
Company, notwithstanding that such individual shall have ceased to hold such
office prior to the delivery of such Option.

                  The Option shall be dated as of the date of signature thereof
by the Company either upon initial issuance or upon division, exchange,
substitution or transfer.

                  2.5 Investment Representation of the Optionholder.
                      ----------------------------------------------
                  The Optionholder represents and warrants to, and agrees with,
the Company that the Optionholder is acquiring the Option and the Shares issued
upon exercise of the Option for its own account, for investment, and not with a
view to the sale or distribution of any part thereof, and that the Optionholder
does not have any present intention of distributing or selling the same.

                  2.6 Legend on Option Shares.
                      ------------------------
                  Each certificate for Shares initially issued upon exercise of
this Option shall bear a legend substantially in accordance with the following:

                  "The securities represented by this Certificate have not been
                  registered under the Securities Act of 1933, as amended, and
                  may not be sold, exchanged, hypothecated or transferred in any
                  manner except in compliance with Section 12 of the Option
                  Agreement pursuant to which they were issued."

                  Any certificate issued at any time in exchange or substitution
for any certificate bearing such legend (except a new certificate issued upon
completion of a public distribution pursuant to a registration statement under
the Securities Act of 1933, as amended (the "Act") of the securities represented
thereby) shall also bear the above legend unless, in the opinion of counsel to
the Company, the securities represented thereby need no longer be subject to
such restrictions.

                                       50
<PAGE>

                           ASPAC COMMUNICATIONS, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 2000


                  2.7 Registration Right.
                      -------------------

                  The Optionholder shall have the right to participate in
registration statement filed by the Company with the Securities and Exchange
Commission covering shares of common stock reserved for issuance under the
company's incentive stock option plan or a similar plan.

         3. Exchange of Option Certificate.
            -------------------------------
         Any Option certificate may be exchanged for another certificate or
certificates, in amounts of no less than 5,000 Shares each, entitling the
Optionholder to purchase a like aggregate number of Shares as the certificate or
certificates surrendered then entitled such Optionholder to purchase. To
exchange an Option certificate, the Optionholder shall make such request in
writing delivered to the Company, and shall surrender, properly endorsed, the
certificate evidencing the Option to be so exchanged. Thereupon, the Company
shall execute and deliver to the person entitled thereto a new Option
certificate as so requested.

         4. Term of Option; Exercise of Option.
         --------------------------------------
         Subject to the terms of this Agreement, the Optionholder shall have the
right, at any time until 5:00 p.m., Los Angeles time, on the fifth anniversary
of the date that the options become vested (see Section 5.1), but in no event
after January 31, 2010 (the "Termination Date"), to purchase from the Company up
to the number of fully paid and nonassessable Shares which the Optionholder may
at the time be entitled to purchase pursuant to this Agreement, upon surrender
to the Company, at its principal executive offices of the certificate evidencing
the Option to be exercised, together with the purchase form on the reverse
thereof duly filled in and signed, and upon payment to the Company of the Option
Price (as defined and determined in accordance with the provisions of Sections 9
and 10 hereof), for the number of Shares in respect of which such Option is then
exercised, but in no event for less than 5,000 Shares unless less than 5,000
Shares remain issuable upon exercise of the Option. Payment of the aggregate
Option Price shall be made in cash or by bank certified check.

                  Upon such surrender of the Option and payment of such Option
Price as aforesaid, the Company shall issue and cause to be delivered with all
reasonable dispatch to or upon the written order of the Optionholder and in such
name or names as the Optionholder may designate a certificate or certificates
for the number of full Shares so purchased upon the exercise of the Option,
together with cash, as provided in Section 11 hereof, in respect of any
fractional Shares otherwise issuable upon such surrender. Such certificate or
certificates shall be deemed to have been issued and any person so designated to
be named therein shall be deemed to have become a holder of record of such
Shares as of the date of the surrender of the Option and payment of the Option
Price, as aforesaid, notwithstanding that the certificates representing such
Shares shall not actually have been delivered or that the stock transfer books
of the Company shall then be closed. The Option shall be exercisable, at the
election of the Optionholder, either in full or from time to time in part and,
in the event that a certificate evidencing the Option is exercised in respect of
less than all of the Shares specified therein at any time prior to the
Termination Date, a new certificate evidencing the remaining Option will be
issued by the Company.

                                       51
<PAGE>

                           ASPAC COMMUNICATIONS, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 2000

         5. Vesting of Options.
            -------------------

                  5.1 Vesting.
                      --------

                  The Options granted in this agreement are subject to the
following vesting provisions. The option grants will become 20% vested on each
anniversary of the Date of Grant until fully vested.

                  5.2 Accelerated Vesting Upon Termination With Cause.
                      ------------------------------------------------
                  In the event that ASPAC Communications, Inc., terminates the
Optionees employment for cause, the options will cease vesting on the date of
termination.

                  5.3 Accelerated Vesting Upon Termination Without Cause.
                      ---------------------------------------------------
                  In the event that ASPAC Communications, Inc., terminates the
Optionees employment for any reason, other than cause, such Options will
continue to vest pursuant to Section 5.1 hereof.

         6. Payment of Taxes.
            -----------------
         The Company will pay all documentary stamp taxes, if any, attributable
to the initial issuance of the Shares, provided, however, that the Company shall
not be required to pay any tax or taxes which may be payable in respect of any
secondary transfer of the Option or the Shares.

         7. Mutilated or Missing Option.
            ----------------------------
         In case the certificate or certificates evidencing the Option shall be
mutilated, lost, stolen or destroyed, the Company shall, at the request of the
Optionholder, issue and deliver in exchange and substitution for and upon
cancellation of the mutilated certificate or certificates, or in lieu of and
substitution for the certificate or certificates lost, stolen or destroyed, a
new Option certificate or certificates of like tenor and representing an
equivalent right or interest, but only upon receipt of evidence satisfactory to
the Company of such loss, theft or destruction of such Option and of bond of
indemnity, if requested, also satisfactory in form and amount at the applicant's
cost. Applicants for such substitute Option certificate shall also comply with
such other reasonable regulations and pay such other reasonable charges as the
Company may prescribe.

                                       52
<PAGE>

                           ASPAC COMMUNICATIONS, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 2000


         8. Reservation of Shares.
            ----------------------
         There has been reserved, and the Company shall at all times keep
reserved so long as the Option remains outstanding, out of its authorized Common
Stock, such number of shares of Common Stock as shall be subject to purchase
under the Option. The Company will keep a copy of this Agreement on file with
every transfer agent for the Common Stock and other securities of the Company
issuable upon the exercise of the Option. The Company will supply such transfer
agent, if any, with duly executed shares and other certificates for such purpose
and will provide or otherwise make available any cash which may be payable as
provided in Section 10 hereof.

         9. Option Price.
            -------------
         The price per share (the "Option Price") at which the Shares shall be
purchasable upon the exercise of the Option shall be $1.50, subject to further
adjustment pursuant to Section 10 hereof.

         10. Adjustment of Option Price and Number of Shares.
             ------------------------------------------------

         The number and kind of securities purchasable upon the exercise of the
Option and the Option Price shall be subject to adjustment from time to time
upon the happening of certain events, as follows:

                  10.1  Adjustments.
                        ------------

                  The number of Shares purchasable upon exercise of the Option
and the Option Price shall be subject to adjustment as follows:

                        (a) In case the Company shall (i) subdivide its
outstanding Common Stock, (ii) combine its outstanding Common Stock into a
smaller number of shares of Common Stock or (iii) issue by reclassification of
its Common Stock other securities of the Company, the number of Shares
purchasable upon exercise of the Option immediately prior thereto shall be
adjusted so that the Optionholder shall be entitled to receive the kind and
number of Shares or other securities of the Company which it would have owned or
would have been entitled to receive after the happening of such event or any
record date with respect thereto. Any adjustment made pursuant to this
subsection 10.1(a) shall become effective immediately after the effective date
of such event retroactive to the record date, if any, for such event.

                        (b) Whenever the number of Shares purchasable upon the
exercise of the Option is adjusted as provided in (a) above, the Option Price
payable upon exercise of the Option shall be adjusted by multiplying such Option
Price immediately prior to such adjustment by a fraction, of which the numerator
shall be the number of Shares purchasable upon the exercise of the Option
immediately prior to such adjustment, and of which the denominator shall be the
number of Shares so purchasable immediately thereafter.

                        (c) Whenever the number of Shares purchasable upon the
exercise of the Option or the Option Price is adjusted as herein provided, the
Company shall cause to be promptly mailed to the Optionholder by first class
mail, postage prepaid, notice of such adjustment or adjustments and a
certificate of the Company setting forth the number of Shares purchasable upon
the exercise of the Option and the Option Price after such adjustment, a brief
statement of the facts requiring such adjustment and the computation by which
such adjustment was made.

                                       53
<PAGE>

                           ASPAC COMMUNICATIONS, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 2000


                        (d) For the purpose of this Section 8, the term "Common
Stock" shall mean (i) the class of stock designated as the Common Stock of the
Company at the date of this Agreement and (ii) any other class of stock
resulting from successive changes or reclassifications of such Common Stock
consisting solely of changes in par value, or from par value to no par value, or
from no par value to par value. In the event that at any time, as a result of an
adjustment made pursuant to this Section 10, the Optionholder shall become
entitled to purchase any shares of the Company other than Common Stock,
thereafter the number of such other shares so purchasable upon exercise of the
Option and the Option Price of such shares shall be subject to adjustment from
time to time in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to the Shares contained in this Section 10.

                  10.2  No Adjustment for Dividends.
                        ----------------------------
                  Except as provided in subsection 10.1 hereof, no adjustment in
respect of any dividends shall be made during the term of the Option or upon the
exercise of the Option.

                  10.3 Preservation of Purchase Rights upon Reclassification,
                       ------------------------------------------------------
Consolidation, etc.
-------------------
                  In case of any consolidation of the Company with or merger of
the Company into another corporation or in case of any sale or conveyance to
another corporation of the property, assets or business of the Company as an
entirety or substantially as an entirety, the Company or such successor or
purchasing corporation, as the case may be, shall execute with the Optionholder
an agreement that the Optionholder shall have the right thereafter upon payment
of the Option Price in effect immediately prior to such action to purchase upon
exercise of the Option the kind and amount of shares and other securities and
property which the Optionholder would have owned or have been entitled to
receive after the happening of such consolidation, merger, sale or conveyance
had the Option been exercised immediately prior to such action. In the event of
a merger described in Section 368(a)(2)(E) of the Internal Revenue Code of 1986,
as amended, in which the Company is the surviving corporation, the right to
purchase Shares under the Option shall terminate on the date of such merger and
thereupon the Option shall become null and void but only if the controlling
corporation shall agree to substitute for the Option its option which entitles
the holder thereof to purchase upon its exercise the kind and amount of shares
and other securities and property which the Optionholder would have owned or had
been entitled to receive had the Option been exercised immediately prior to such
merger.

                                       54
<PAGE>

                           ASPAC COMMUNICATIONS, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 2000


                  The agreements referred to in this subsection 10.3 shall
provide for adjustments, which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Section 10. The provisions
of this subsection 10.3 shall similarly apply to successive consolidations,
mergers, sales or conveyances.

                  10.4 Statement of Option.
                       --------------------
                  Where any adjustment which by reason of Section 10.1(c) hereof
is not required to be made immediately shall be carried forward and taken into
account in any subsequent adjustment and the Option certificate or certificates
theretofore or thereafter issued may continue to express the same price and
number and kind of shares as are stated in the Option initially issuable
pursuant to this Agreement.

         11. Fractional Interests.
             ---------------------
         The Company shall not be required to issue fractional Shares on the
exercise of the Option. If any fraction of a Share would, except for the
provisions of this Section 10, be issuable on the exercise of the Option (or
specified portion thereof), the Company shall pay an amount in cash equal to the
then current market price multiplied by such fraction.

         12. No Rights as Shareholder; Notices to Optionholder.
             --------------------------------------------------
         Nothing contained in this Agreement or in any of the certificates
representing the Option shall be construed as conferring upon the Optionholder
or its transferees any rights as a shareholder of the Company, including the
right to vote, receive dividends, consent or receive notices as a shareholder in
respect to any meeting of shareholders for the election of directors of the
Company or any other matter. If, however, at any time prior to the expiration of
the Option and prior to its exercise, any of the following events shall occur:

                 (a) any action which would require an adjustment pursuant to
Section 10.1 or 10.3; or

                 (b) a dissolution, liquidation or winding up of the Company
(other than in connection with a consolidation, merger or sale of its property,
assets and business as an entirety or substantially as an entirety) shall be
proposed; then in any one or more of said events, the Company shall give notice
in writing of such event to the Optionholder as provided in Section 14 hereof at
least 20 days prior to the date fixed as a record date or the date of closing
the transfer books for the determination of the shareholders entitled to any
relevant rights in connection with such action or for the determination of
shareholders entitled to vote on such proposed dissolution, liquidation or
winding up. Such notice shall specify such record date or the date of closing
the transfer books, as the case may be.

                                       55
<PAGE>

                           ASPAC COMMUNICATIONS, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 2000


         13. Restrictions on Transfer.
             -------------------------
         The Optionholder agrees that prior to making any disposition of the
Option or the Shares, the Optionholder shall give written notice to the Company
describing briefly the manner in which any such proposed disposition is to be
made; and no such disposition shall be made if the Company has notified the
Optionholder that in the opinion of counsel satisfactory to the Optionholder
(which may be Company counsel) a registration statement or other notification or
post-effective amendment thereto (hereinafter collectively a "Registration
Statement") under the Act of is required with respect to such disposition and no
such Registration Statement has been filed by the Company with, and declared
effective, if necessary, by the Securities and Exchange Commission. Furthermore,
the Optionholder acknowledges that the Shares are restricted securities, as that
term is defined in the Act and, as such, any resale of the Shares as permitted
by this Section 13 may only be made pursuant to a Registration Statement under
the Act or an exemption from registration under the Act, including Rule 144
promulgated under the Act.

         14. Notices.
             --------
         Any notice pursuant to this Agreement by the Company or by the
Optionholder shall be in writing and shall be deemed to have been duly given if
delivered, including by telecopy, or mailed by certified mail, return receipt
requested:

                (a)   If to the Optionholder:   Steve Li Chen
                                                c/o ASPAC Communications, Inc.
                                                21221 S. Western Ave., Suite 215
                                                Torrance, CA 90501




                (b)   If to the Company         ASPAC Communications, Inc.
                                         Attn: Amy Zhang, Corporate Secretary
                                                21221 S. Western Ave., Suite 215
                                                Torrance, CA 90501

or to such other address as either party shall designate by written notice,
similarly given, to the other party. Any notice if given or made by certified or
registered first class mail letter, return receipt requested, shall be deemed to
have been received on the earlier of the date actually received or the date
three (3) days after the same was posted (and in proving such it shall be
sufficient to prove that the envelope containing the same was properly addressed
and posted as aforesaid) and if given or made by telecopy transmission shall be
deemed to have been received at the time of dispatch, unless such date of deemed
receipt is not a business day on which banks are open in Los Angeles,
California, in which case the date of deemed receipt shall be the next
succeeding business day on which banks are open in Los Angeles, California.

                                       56
<PAGE>

                           ASPAC COMMUNICATIONS, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 2000


         15. Successors.
             -----------
         All the covenants and provisions of this Agreement by or for the
benefit of the Company or the Optionholder shall bind and inure to the benefit
of their respective successors and assigns hereunder.

         16. Survival of Representations and Warranties.
             -------------------------------------------
         All statements contained in any schedule, exhibit, certificate or other
instrument delivered by or on behalf of the parties hereto, or in connection
with the transactions contemplated by this Agreement, shall be deemed to be
representations and warranties hereunder. Notwithstanding any investigations
made by or on behalf of the parties to this Agreement, all representations,
warranties and agreements made by the parties to this Agreement or pursuant
hereto shall survive, except that, if a party hereto has or, with the exercise
of due care would have, actual knowledge at the date hereof of facts which would
constitute a breach of the representations and warranties contained herein, such
breaches shall be deemed waived by such party if such party consummates the
transactions contemplated by this agreement.

         17. Applicable Law.
             ---------------
         This Agreement shall be deemed to be a contract made under the laws of
the State of California and for all purposes shall be construed in accordance
with the internal laws of said State.

         18. Benefits of this Agreement.
             ---------------------------
         Nothing in this Agreement shall be construed to give to any person or
corporation other than the Company and the Optionholder any legal or equitable
right, remedy or claim under this Agreement, and this Agreement shall be for the
sole and exclusive benefit of the Company and the Optionholder.

         19. Counterparts.
             -------------
         This Agreement may be executed in one or more counterparts, each of
which shall constitute an original, but when taken together shall constitute but
one and the same instrument.

                                       57
<PAGE>

                           ASPAC COMMUNICATIONS, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 2000


         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed, all as of the date and year first above written.


Date:    January 31, 2000           For:    ASPAC COMMUNICATIONS, INC.



                                    By:     /S/ Marc Mayeres
                                            ----------------
                                            Marc Mayeres, Chairman


Date:    January 31, 2000           For:    OPTIONHOLDER



                                    By:     /S/ Steve Li Chen
                                            -----------------
                                            Steve Li Chen

                                       58
<PAGE>

EXHIBIT A

                       OPTION TO PURCHASE 1,000,000 SHARES
                               OF COMMON STOCK OF

                           ASPAC COMMUNICATIONS, INC.
                        --------------------------------

              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

                  This certifies that, for value received, Steve Li Chen, the
registered holder hereof or assigns (the "Optionholder") is entitled to purchase
from ASPAC Communications, Inc., (the "Company"), at any time subject to the
terms of the Option Agreement referred to below until 5:00 p.m., Los Angeles
time on the fifth anniversary of the date that the options become vested, but in
no event after January 31, 2010, at the purchase price per share as set forth in
that certain Option Agreement, dated as of January 31, 2000 (the "Option
Price"), the number of shares of Common Stock $0.0001 par value, of the Company
set forth above (the "Shares"). The number of Shares purchasable upon exercise
of this Option and the Option Price per share shall be subject to adjustment
from time to time as set forth in the Option Agreement referred to below.

                  This Option shall be subject to the following:

         "The securities represented by this Certificate have not been
         registered under the Securities Act of 1933, as amended, and may not be
         sold, exchanged, hypothecated or transferred in any manner except in
         compliance with Section 12 of the Option Agreement pursuant to which
         they were issued."

         This Option may be exercised in whole or in part by presentation of
this Option with the Purchase Form on the reverse side hereof duly executed and
simultaneous payment of the Option Price (subject to adjustment) at the
principal office of the Company, Torrance, California. Payment of such price
shall be made at the option of the Optionholder in cash or by bank check.

                  This Option evidences the right to purchase an aggregate of up
to 1,000,000 Shares and is issued under and in accordance with the Option
Agreement dated, as of January 31, 2000 (the "Option Agreement") between the
Company and the Optionholder and is subject to the terms and provisions
contained in the Option Agreement, to all of which the Optionholder by
acceptance hereof consents.

                  Upon any partial exercise of this Option, there shall be
signed and issued to the Optionholder a new Option in respect of the Shares as
to which this Option shall not have been exercised. This Option may be exchanged
at the office of the Company by surrender of this Option properly endorsed for
one or more new Options of the same aggregate number of Shares as are evidenced
by the Option or Options exchanged. No fractional shares will be issued upon the
exercise of rights to purchase hereunder, but the Company shall pay the cash
value of any fraction upon the exercise of one or more Options. This Option is
transferable at the office of the Company in the manner and subject to the
limitations set forth in the Option Agreement.

                                       59
<PAGE>

                           ASPAC COMMUNICATIONS, INC.
                          (A Development Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 2000


                  This Option does not entitle any Optionholder to any of the
rights of a shareholder of the Company.

                                                ASPAC Communications, Inc.


                                                By: /S/ Marc Mayeres
                                                    ----------------
                                                    Marc Mayeres
                                                    Its: Chairman



Attest: __________________________________



Secretary

Dated: January 31, 2000

                                       60
<PAGE>

                                         -----------------------------------

                                  PURCHASE FORM


------------------------
------------------------
------------------------

                  The undersigned hereby irrevocably elects to exercise the
right of purchase represented by the within Option for, and to purchase
thereunder, _____ shares of Common Stock (the "Shares") provided for therein,
and requests that certificates for the Shares be issued in the name of: (Please
Print Name, Address and Social Security Number) ______________________________
______________________________________________________________________________
_____________________________________________________________ and, if said
number of Shares shall not be all the Shares purchasable hereunder, that a new
Option certificate for the balance of the Shares purchasable under the within
Option certificate be registered in the name of the undersigned Optionholder or
his Assignee as below indicated and delivered to the address stated below:

                  Dated:____________________, 20__

                  Name of Optionholder:



(Please Print)

Address:_____________________________________________________

Signature:___________________________________________________

         Signature Guaranteed:

Note: The above signature must correspond with the name as written upon the face
of this Option certificate in every particular, without alteration or
enlargement or any change whatever, unless this Option has been assigned.

                                       61
<PAGE>

                                   ASSIGNMENT
                  (To be signed only upon assignment of Option)


                  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfer unto ______________________________________________________ (Name and
Address of Assignee Must Be Printed or Typewritten)
________________________________________________________________________________
_______________________________________________________________ the within
Option hereby irrevocably constituting and appointing _____________________ as
Attorney-in-Fact to transfer said Option on the books of the Company, with full
power of substitution in the premises.

                  Dated:_______________, 200_


                                             -------------------------------
                                             Signature of Registered Holder

                  Signature Guaranteed:______________________________

Notice:  The signature of this assignment must correspond with the name as it
         appears upon the face of the within Option certificate in every
         particular, without alteration or enlargement or any change whatever.

                                       62