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                                                                    Exhibit 10.2
                             ONEWORLD SYSTEMS, INC.
                             1991 STOCK OPTION PLAN
                           ADOPTED SEPTEMBER 17, 1991
                             AMENDED AUGUST 20, 1998

1.      PURPOSES

        (a)     The purpose of the Plan is to provide a means by which selected
                Employees and Directors of and Consultants to the Company and
                its Affiliates, may be given an opportunity to purchase stock of
                the Company.

        (b)     The Company, by means of the Plan, seeks to retain the services
                of persons who are now Employees or Directors of or Consultants
                to the Company or its Affiliates, to secure and retain the
                services of new Employees, Directors and Consultants, and to
                provide incentives for such persons to exert maximum efforts for
                the success of the Company and its Affiliates.

        (c)     The Company intends that the Options issued under the Plan
                shall, in the discretion of Board or any Committee to which
                responsibility for administration of the Plan has been delegated
                pursuant to subsection 3(c), be either Incentive Stock Options
                or Supplemental Stock Options. All Options shall be separately
                designated Incentive Stock Options or Supplemental Stock Options
                at the time of grant, and in such form as issued pursuant to
                Section 6, and a separate certificate or certificates will be
                issued for shares purchased on exercise of each type of Option.

2.     DEFINITIONS

        (a)     "AFFILIATE" means any parent corporation or subsidiary
                corporation whether now or hereafter existing, as those terms
                are defined in Sections 424(e) and (f) respectively, of the
                Code.

        (b)     "BOARD" means the Board of Directors of the Company.

        (c)     "CODE" means the Internal Revenue Code of 1986, as amended.

        (d)     "COMMITTEE" means a Committee appointed by the Board in
                accordance subsection 3(c) of the Plan.

        (e)     "COMPANY" means OneWorld Systems, Inc. a Delaware corporation.

        (f)     "CONSULTANT" means any person, including an advisor, engaged by
                the Company or Affiliate to render consulting services and who
                is compensated for such services, provided that the term
                "Consultant" shall not include Directors who are paid only a
                Director's fee by the Company or who are not compensated by the
                Company for their services as Directors.

        (g)     "CONTINUOUS STATUS AS AN EMPLOYEE, DIRECTOR OR CONSULTANT" means
                the employment or relationship as a Director or Consultant is
                not interrupted or terminated. The Board, in its sole


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                discretion, may determine whether Continuous Status as an
                Employee, Director or Consultant shall be considered interrupted
                in the case of (i) any leave of absence approved by the Board,
                including sick leave, military leave, or any other personal
                leave; or (ii) transfers between locations of the Company or
                between the Company, Affiliates or their successors.

        (h)     "COVERED EXECUTIVE" means each Employee. Director or Consultant
                subject to Section 16 of the Exchange Act with respect to the
                Company or each Employee, Director or Consultant who would be
                subject to Section 16 of the Exchange Act with respect to the
                Company if equity securities of the Company had been registered
                under Section 12 of the Exchange Act.

        (i)     "DIRECTOR" means a member of the Board.

        (j)     "DISINTERESTED PERSON" means a Director: (i) who either (A) was
                not during the one year prior to service as an administrator of
                the Plan granted or awarded equity securities pursuant to the
                Plan or any other plan of the Company or any of its affiliates
                entitling the participants therein to acquire equity securities
                of the Company or any of its affiliates except as permitted by
                Rule 16b-3(c)(2)(i); or (B)who is otherwise considered to be a
                "disinterested person" in accordance with Rule 16b-3(c)(2)(i),
                of any other applicable rules, regulations or interpretations
                of the Securities and Exchange Commission; and (ii) who either
                (A) is not a current Employee, is not a former Employee
                receiving compensation for prior services (other than benefits
                under a tax qualified pension plan), was not an officer of the
                Company or an Affiliate at any time, and is not currently
                receiving compensation for personal services in any capacity
                other than as a Director, or (B) is otherwise considered an
                outside director for purposes of Section 162(m) of the Code.

        (k)     "EMPLOYEE" means any person, including Officers and Directors,
                employed by the Company or any Affiliate of the Company. Neither
                service as a Director nor payment of a director's fee, by the
                Company shall be sufficient to constitute "employment" by the
                Company.

        (l)     "EXCHANGE ACT" means the Securities Exchange Act of 1934. as
                amended.

        (m)     "FAIR MARKET VALUE" means, as of any date, the value of the
                common stock of the Company determined as follows:

                (1)     If the common stock is listed on any established stock
                        exchange or a national market system, including without
                        limitation the National Market System of the National
                        Association of Securities Dealers, Inc. Automated
                        Quotation ("NASDAQ") System, the Fair Marker Value of a
                        share of common stock shall be the closing sales price
                        for such stock (or the closing bid, if no sales were
                        reported) as quoted on such system or exchange (or the
                        exchange with the greatest volume of trading in common
                        stock) on the last market trading day prior to the day
                        of determination, as reporting in the Wall Street
                        Journal or such other source as the Board deems
                        reliable;

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                (2)     If the common stock is quoted on the NASDAQ System (but
                        not on the National Market System thereof) or is
                        regularly quoted by a recognized securities dealer but
                        selling prices are not reported the Fair Market Value
                        of a share of common stock shall be the mean between the
                        bid and asked prices for the common stock on the last
                        market trading day prior to the day of determination, as
                        reported in the Wall Street Journal or such other source
                        as the Board deems reliable;

                (3)     In the absence of an established market for the common
                        stock, the Fair Market Value shall be determined in good
                        faith by the Board.

        (n)     "INCENTIVE STOCK OPTION" means an Option intended to qualify as
                an incentive stock option within the meaning of Section 422 of
                the Code and the regulations promulgated thereunder.

        (o)     "SUPPLEMENTAL STOCK OPTION" means an Option not intended to
                qualify as an Incentive Stock Option.

        (p)     "OFFICER" means a person who is an officer of the Company within
                the meaning of Section 16 of the Exchange Act and the rules and
                regulations promulgated thereunder.

        (q)     "OPTION" means a stock option granted pursuant to the Plan.

        (r)     "OPTION AGREEMENT" means a written agreement between the Company
                and an Optionee evidencing the terms and conditions of an
                individual Option grant. Each Option Agreement shall be subject
                to the terms and conditions of the Plan.

        (s)     "OPTIONED STOCK" means the common stock of the Company subject
                to an Option.

        (t)     "OPTIONEE" means an Employee, Director or Consultant who holds
                an outstanding Option.

        (u)     "PLAN" means this 1991 Stock Option Plan.

        (v)     "RULE 16B-3" means Rule 16b-3 of the Exchange Act or any
                successor to Rule 16b-3, as in effect when discretion is being
                exercised with respect to the Plan.

3.      ADMINISTRATION

        (a)     The Plan shall be administered by the Board unless and until the
                Board delegates administration to a Committee, as provided in
                subsection 3(c).

        (b)     The Board shall have the power, subject to, and within the
                limitations of, the express provisions of the Plan:

                (1)     To determine from time to time which of the persons
                        eligible under the Plan shall be granted Options, when
                        and how each Option shall be granted; whether an Option
                        will be an Incentive Stock Option or a Supplemental
                        Stock Option; the provisions of each Option granted
                        (which 


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                        need not be identical), including the time or times such
                        Option may be exercised in whole or in part; and the
                        number of shares for which an Option shall be granted to
                        each such person.

                (2)     To construe and interpret the plan and Options granted
                        under it, and to establish, amend and revoke rules and
                        regulations for its administration. The Board, in the
                        exercise of this power, may correct any defect, omission
                        or inconsistency in the Plan or in any Option Agreement,
                        in a manner and to the extent it shall deem necessary or
                        expedient to make the Plan fully effective.

                (3)     To amend the Plan as provided in Section 11.

                (4)     Generally, to exercise such powers and to perform such
                        acts as the Board deems necessary or expedient to
                        promote the best interests of the Company.

        (c)     The Board may delegate administration of the Plan to a committee
                composed of not fewer than two (2) members (the "Committee"),
                all of the members of which Committee shall be Disinterested
                Persons if required by the provisions of subsection 3(d). If
                administration is delegated to a Committee, the Committee shall
                have, in connection with the administration of the Plan, the
                powers therefore possessed by the Board (and references in this
                Plan to the Board shall thereafter be to the Committee).
                subject, however, to such resolutions. Not inconsistent with the
                provisions of the Plan, as may be adopted from time to time by
                the Board. The Board may abolish the Committee at any time and
                revest in the Board the administration of the Plan.
                Additionally, except with respect to Options granted to Covered
                Executives, prior to the date or the first registration of an
                equity security of the Company under Section 12 of the Exchange
                Act and notwithstanding anything to the contrary contained
                herein, the Board may delegate administration of the Plan to any
                person or persons and the term "Committee" shall apply to any
                person or persons to whom such authority has been delegated.
                Notwithstanding anything in this Section 3 to the contrary, the
                Board or the Committee may delegate to a committee of one or
                more members of the Board the authority to grant options to
                eligible persons who are not then subject to Section 16 of the
                Exchange Act and who are not Covered Executives.

        (d)     Any requirement that an administrator of the Plan be a
                Disinterested Person shall not apply (i) prior to the date of
                the first registration of an equity security of the Company
                under Section 12 of the Exchange Act, or (ii) if the Board or
                the Committee expressly declares that such requirement shall not
                apply. Any Disinterested Person shall otherwise comply with the
                requirements of Rule 16b-3.

4.      SHARES SUBJECT TO THE PLAN.

        (a)     Subject to the provisions of Section 10 relating to adjustments
                upon changes in stock, the stock that may be sold pursuant to
                Options shall not exceed in the aggregate seven million two
                hundred thousand (7,200,000) shares of the Company's common
                stock if any Option shall for any reason 


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                expire or otherwise terminate, in whole or in part, without
                having been exercised in full, the stock not purchased under
                such Option shall revert to and again become available for
                issuance under the Plan.

        (b)     The stock subject to the Plan may be unissued shares or
                reacquired shares, bought on the market or otherwise.

5.      ELIGIBILITY.

        (a)     Incentive Stock Options may be granted only to Employees.
                Supplemental Stock Options may be granted only to Employees,
                Directors or Consultants.

        (b)     A Director shall in no event be eligible for the benefits of 
                the Plan unless at the time discretion is exercised in the
                selection of the Director as a person to whom Options way be
                granted, or in the determination of the number of shares which
                may be covered by Options granted to the Director: (i) the Board
                has delegated its discretionary authority over the Plan to a
                Committee which consists solely of Disinterested Persons; or
                (ii) the Plan otherwise complies with the requirements of Rule
                16b-3. The Board shall otherwise comply with the requirements of
                Rule 16b-3. This subsection 5(b) shall not apply (i) prior to
                the date of the first registration of an equity security of the
                Company under Section 12 of the Exchange Act, or (ii) if the
                Board or Committee expressly declares that it shall not apply.

        (c)     No person shall be eligible for the grant of an Incentive Stock
                Option if, at the time of grant, such person owns (or is deemed
                to own pursuant to Section 424(d) of the Code) stock possessing
                more than ten percent (10%) of the total combined voting power
                of all classes of stock of the Company or of any of its
                Affiliates unless the exercise price of such Option is at least
                one hundred ten percent (110%) of the Fair Market Value of such
                stock at the date of grant and the Option is not exercisable
                after the expiration of five (5) years from the date of grant.

        (d)     No Covered Executive shall be eligible to be granted Options
                covering more than one million (1,000,000) shares of the
                Company's common stock in any twelve (12) month period.

6.      OPTION PROVISIONS.

                Each Option shall be in such form and shall contain such terms
                and conditions as the Board shall deem appropriate. The
                provisions of separate Options need not be identical, but each
                Option shall include (through incorporation of provisions hereof
                by reference in the Option or otherwise) like substance of each
                of the following provisions:

        (a)     TERM. No option shall be exercisable after the expiration of ten
                (10) years from the date it was granted.


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        (b)     PRICE. The exercise price of each Incentive Stock Option shall
                be not less than one hundred percent (100%) of the Fair Market
                Value of the stock subject to the Option on the date the Option
                is granted. The exercise price of each Supplemental Stock Option
                shall be not less than eighty-five percent (85%) of the Fair
                Market Value of the stock subject to the Option on the date the
                Option is granted.

        (c)     CONSIDERATION. The purchase price of stock acquired pursuant to
                an Option shall be paid, to the extent permitted by applicable
                statutes and regulations, either (i) in cash at the time the
                option is exercised, or (ii) at the discretion of the Board or
                the Committee, either at the time of the grant or exercise of
                the Option, (A) by delivery to the Company of other common stock
                of the Company, (B) according to a deferred payment or other
                arrangement (which may include, without limiting the generality
                of the foregoing the use of other common stock of the Company)
                with the person to whom the Option is granted or to whom the
                Option is transferred pursuant to Subsection 6(d) or (C) in any
                other form of legal consideration that may be acceptable to the
                Board.

                In the case of any deferred payment arrangement, interest shall
                be payable at least annually and be charged at the minimum rate
                of interest necessary to avoid the treatment as interest, under
                any applicable provisions of the Code, of any amounts other than
                amounts stated to be interest under the deferred payment
                arrangement.

        (d)     TRANSFERABILITY. An Option shall not be transferable except by
                will or by the laws of descent and distribution, and shall be
                exercisable during the lifetime of the person to whom the Option
                is granted only by such person. The person to whom the Option is
                granted may, by delivering written notice to the Company, in a
                form satisfactory to the Company, designate a third party who,
                in the event of the death of the Optionee, shall thereafter be
                entitled to exercise the Option.

        (e)     VESTING. The total number of shares of stock subject to an
                Option may, but need not, be allotted in periodic installments
                (which may, but need not, be equal). The Option Agreement may
                provide that from time to time during each of such installment
                periods, the Option may become exercisable ("vest") with respect
                to some or all of the shares allotted to that period, and may be
                exercised with respect to some or all of the shares allotted to
                such period and/or any prior period as to which the Option
                became vested but was not fully exercised. The Option may be
                subject to such other terms and conditions on the time or times
                when it may be exercised (which may be based on performance or
                other criteria) as the Board may deem appropriate. The
                provisions of this subsection 6(e) are subject to any Option
                provisions governing the minimum number of shares as to which an
                Option may be exercised.

        (f)     SECURITIES LAW COMPLIANCE. The Company may require any Optionee,
                or any person to whom an Option is transferred under subsection
                6(d), as a condition of exercising any such Option, (1) to give
                written assurances satisfactory to the Company as to the
                Optionee's knowledge and experience in financial and business
                matters and/or to employ a purchaser representative reasonably
                satisfactory to 


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                the Company who is knowledgeable and experienced in financial
                and business matters, and that he or she is capable of
                evaluating, alone or together with the purchaser representative,
                the merits and risks of exercising the Option; and (2) to give
                written assurances satisfactory to the Company stating that such
                person is acquiring the stock subject to the Option for such
                person's own account and not with any present intention of
                selling or otherwise distributing the stock. The foregoing
                requirements, and any assurances given pursuant to such
                requirements, shall be inoperative if (i) the issuance of the
                shares upon the exercise of the Option has been registered under
                a then currently effective registration statement under the
                Securities Act of 1933, as amended (the "Securities Act"), or
                (ii) as to any particular requirement, a determination is made
                by counsel for the Company that such requirement need not be met
                in the circumstances under the then applicable securities laws.
                The Company may, upon advice of counsel to the Company, place
                legends on stock certificates issued under the Plan as such
                counsel deems necessary or appropriate in order to comply with
                applicable securities laws, including, but not limited to,
                legends restricting the transfer of the stock.

        (g)     TERMINATION OF EMPLOYMENT OR RELATIONSHIP AS A DIRECTOR OR
                CONSULTANT. In the event an Optionee's Continuous Status as an
                Employee, Director or Consultant terminates (other than upon the
                Optionee's death or disability), the optionee may exercise his
                or her Option (to the extent that at the Optionee was entitled
                to exercise it at the date of termination) but only within such
                period of time ending on the earlier of (i) the date thirty (30)
                days after the termination of the Optionee's Continuous status
                as an Employee, Director or Consultant (or such longer or
                shorter period specified in the Option Agreement), or (ii) the
                expiration of the term of the Option as set forth in the Option
                Agreement if after termination, the Optionee does not exercise
                his or her Option within the time specified in the Option
                Agreement, the Option shall terminate, and the shares covered by
                such Option shall revert to and again become available for
                issuance under the Plan.

        (h)     DISABILITY OF OPTIONEE. In the event an Optionee's Continuous
                Status as an Employee, Director or Consultant terminates as a
                result of the Optionee's disability, the Optionee may exercise
                his or her Option (to the extent that the Optionee was entitled
                to exercise it at the date of termination), but only within such
                period of time ending on the earlier of (i) the date twelve (12)
                months following such termination (or such longer or shorter
                period specified in the Option Agreement), or (ii) the
                expiration of the term of the Option as set forth in the Option
                Agreement. If, at the date of termination, the Optionee is not
                entitled to exercise his or her entire Option, the shares
                covered by the unexercisable portion of the Option shall revert
                to and again become available for issuance under the plan. If,
                after termination, the Optionee does not exercise his or her
                Option within the time specified herein, the Option shall
                terminate, and the shares covered by such Option shall revert to
                and again become available for issuance under the Plan.

        (i)     DEATH OF OPTIONEE. In the event of the death of an Optionee
                during, or within a period specified in the Option after the
                termination of, the Optionee's Continuous Status as an Employee,
                Director or 


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                Consultant, the Option may be exercised (to the extent the
                Optionee was entitled to exercise the Option at the date of
                death) by the Optionee's estate or by a person who acquired the
                right to exercise the Option by bequest or inheritance, but only
                within the period ending on the earlier of (i) the date eighteen
                (18) months following the date of death (or such longer or
                shorter period specified in the Option Agreement), or (ii) the
                expiration of the term of such Option as set forth in the Option
                Agreement. If, at the time of death, the Optionee was not
                entitled to exercise his or her entire Option, the shares
                covered by the unexercisable portion of the Option shall revert
                to and again become available for issuance under the Plan. If,
                after death, the Optionee's estate or a person who acquired the
                right to exercise the option by bequest or inheritance does not
                exercise the Option within the time specified herein, the Option
                shall terminate, and the shares covered by such Option shall
                revert to and again become available for issuance under the
                Plan.

        (j)     EARLY EXERCISE. The Option may, but need not, include a
                provision whereby the Optionee may elect at any time while an
                Employee, Director or Consultant to exercise the Option as to
                any part or all of the shares subject to the Option prior to the
                full vesting of the Option. Any unvested shares so purchased may
                be subject to a repurchase right in favor of the Company or to
                any other restriction the Board determines to be appropriate.

        (k)     WITHHOLDING. To the extent provided by the terms of an Option
                Agreement, the Optionee may satisfy any federal, state or local
                tax withholding obligation relating to the exercise of such
                Option by any of the following means or by a combination of such
                means: (1) tendering a cash payment; (2) authorizing the Company
                to withhold shares from the shares of the common stock otherwise
                issuable to the participant as a result of the exercise of the
                Option; or (3) delivering to the Company owned and unencumbered
                shares of the common stock of the Company.

7.      COVENANTS OF THE COMPANY.

        (a)     During the terms of the Options, the Company shall keep
                available at all times the number of shares of stock required to
                satisfy such Options.

        (b)     The Company shall seek to obtain from each regulatory commission
                or agency having jurisdiction over the Plan such authority as
                may be required to issue and sell shares of stock upon exercise
                of the Options; provided however, that this understanding shall
                not require the Company to register under the Securities Act
                either the Plan, any Option or any stock issued or issuable
                pursuant to any such Option. If, after reasonable efforts, the
                Company is unable to obtain from any such regulatory commission
                or agency the authority which counsel for the Company deems as
                necessary for the lawful issuance and sale of stock under the
                Plan, the Company shall be relieved from any liability for
                failure to issue and sell stock upon exercise of such Options
                unless and until such authority is obtained.


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8.      USE OF PROCEEDS FROM STOCK.

                Proceeds from the sale of stock pursuant to Options shall
                constitute general funds of the Company.

9.      MISCELLANEOUS.

        (a)     The Board shall have the Power to accelerate the time at which
                an Option may first be exercised or the time during which an
                Option or any plan thereof will vest pursuant to subsection
                6(e), notwithstanding the provisions in the Option stating the
                time at which it may first be exercised or the time during which
                it will vest.

        (b)     Neither an Optionee nor any person to whom an Option is
                transferred under subsection 6(d) shall be deemed to be the
                holder of, or to have any of the rights of a holder with respect
                to, any shares subject to such Option unless and until such
                person has satisfied all requirements for exercise of the Option
                pursuant to its terms.

        (c)     Throughout the term of any Option, the Company shall deliver to
                the holder of such Option, not later than one hundred twenty
                (120) days after the close of each of the Company's fiscal years
                during the Option term, a balance sheet and an income statement.

        (d)     Nothing in the Plan or any instrument executed or Option granted
                pursuant thereto shall confer upon any Employee, Director,
                Consultant or Optionee any right to continue in the employ of
                the Company or any Affiliate (or to continue acting as a
                Director or Consultant) or shall affect the right of the Company
                or any Affiliate to terminate the employment or relationship as
                a Director or Consultant of any Employee, Director, Consultant
                or Optionee with or without cause.

        (e)     To the extent that the aggregate Fair Market Value (determined
                at the time of grant) of stock with respect to which Incentive
                Stock Options granted after 1986 are exercisable for the first
                time by any Optionee during any calendar year under all plans of
                the Company and its Affiliates exceeds one hundred thousand
                dollars ($100,000), the Options or portions thereof which exceed
                such limit (according to the order in which they were granted)
                shall be treated as Supplemental Stock Options.

10.     ADJUSTMENTS UPON CHANGES IN STOCK.

        (a)     If any change is made in the stock subject to the Plan, or
                subject to any Option (through merger, consolidation,
                reorganization, recapitalization, stock dividend. dividend in
                property other than cash, stock split, liquidating dividend,
                combination of shares, exchange of shares, change in corporate
                structure or otherwise), the Plan and outstanding Options will
                be appropriately adjusted in the class(es) and maximum number of
                shares subject to the Plan and the class(es) and number of
                shares and price per share of stock subject to outstanding
                Options.


                                     10.2-9

<PAGE>   10
        (b)     In the event of: (1) a dissolution, liquidation or sale of
                substantially all of the assets of the Company; (2) a merger or
                consolidation in which the Company is not the surviving
                corporation; or (3) a reverse merger in which the Company is the
                surviving corporation but the shares of the Company's common
                stock outstanding immediately preceding the merger are convened
                by virtue of the merger into other property, whether in the form
                of securities, cash or otherwise, then to the extent permitted
                by applicable law: (i) any surviving corporation shall assume
                any Options outstanding under the Plan or shall substitute
                similar Options for those outstanding under the Plan, or (ii)
                such Options shall continue in full force and effect. In the
                event any surviving corporation refuses to assume or continue
                such Options, or to substitute similar options for those
                outstanding under the Plan, then, with respect to Options held
                by persons then performing services as Employees, Directors or
                Consultants, the time during which such Options may be exercised
                shall be accelerated and the Options terminated if not exercised
                prior to such event.

        (c)     In the event of any Change of Control of the Company (other than
                a Change of Control that has been approved by a majority of the
                Company's Board of Directors who were directors immediately
                prior to such Change in Control), then the time during which
                such Options may be exercised shall be accelerated and the
                Options terminated if not exercised prior to such event. A
                "Change in Control" shall be deemed to occur if (i) the
                stockholders of the Company approve a merger or consolidation of
                the Company with any other corporation, other than a merger or
                consolidation that would result in the voting securities of the
                Company outstanding immediately prior thereto continuing to
                represent (either by remaining outstanding or by being converted
                into voting securities of the surviving entity) at least 80% of
                the total voting power represented by the voting securities of
                the Company or such surviving entity outstanding immediately
                after such merger or consolidation or (ii) the stockholders of
                the Company approve a plan of complete liquidation of the
                Company or an agreement for the sale or disposition by the
                Company of (in one transaction or a series of transactions) all
                or substantially all of the Company's assets.

11.     AMENDMENT OF THE PLAN

        (a)     The Board at any time and from time to time, may amend the
                Plan. However, except as provided in Section 10 relating to
                adjustments upon changes in stock, no amendment shall be
                effective unless approved by the stockholders of the Company
                within twelve (12) months before or after the adoption of the
                amendment, where the amendment will:

                (1)     Increase the number of shares reserved for Options under
                        the Plan;

                (2)     Modify the requirements as to eligibility for
                        participation in the Plan (to the extent such
                        modification requires stockholder approval in order for
                        the Plan to satisfy the requirements of Section 422 of
                        the Code); or


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<PAGE>   11
                (3)     Modify the Plan in any other way if such modification
                        requires stockholder approval in order for the Plan to
                        satisfy the requirements of Section 422 of the Code,
                        comply with the stockholder approval requirements of
                        Section 162(m) of the Code or to comply with the
                        requirements of Rule 16b-3.

        (b)     It is expressly contemplated that the Board may amend the Plan
                in any respect the Board deems necessary or advisable to provide
                Optionees with the maximum benefits provided or to be provided
                under the provisions of the Code and the regulations promulgated
                thereunder relating to Incentive Stock Options and/or to bring
                the Plan and/or Incentive Stock Options granted under it into
                compliance therewith.

        (c)     Rights and obligations under any Option granted before amendment
                of the Plan shall not be altered or impaired by any amendment of
                the Plan unless (i) the Company requests the consent of the
                person to whom the Option was granted and (ii) such person
                consents in writing.

12.     TERMINATION OF SUSPENSION OF THE PLAN.

        (a)     The Board may suspend or terminate the Plan at any time. Unless
                sooner terminated, the Plan shall terminate on September 16,
                2001 which shall be within ten (10) years from the date the Plan
                is adopted by the Board or approved by the stockholders of the
                Company, whichever is earlier. No Options may be granted under
                the Plan while the Plan is suspended or after it is terminated.

        (b)      Rights and obligations under any Option granted while the Plan
                is in effect shall not be altered or impaired by suspension or
                termination of the Plan, except with the consent of the person
                to whom the Option was granted.

13.     EFFECTIVE DATE OF THE PLAN.

                The Plan shall become effective as determined by the Board, but
        no Options granted under the Plan shall be exercised unless and until
        the Plan has been approved by the stockholders of the Company, which
        approval shall be within twelve (12) months before or after the date the
        Plan is adopted by the Board, and, if required, an appropriate permit
        has been issued by the Commissioner of Corporations of the state of
        Delaware.


                                    10.2-11