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                                                                   Exhibit 10.12

                             ONEWORLD SYSTEMS, INC.
                 1994 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
                            ADOPTED JANUARY 19, 1994
                            APPROVED BY SHAREHOLDERS
                              AMENDED JULY 30, 1997
                             AMENDED AUGUST 20, 1998


1.      PURPOSE

        (a)     The purpose of the 1994 Non-Employee Directors' Stock Option
                Plan, as amended (the "Plan") is to provide a means by which
                each director of OneWorld Systems, Inc. (the "Company") who is
                not otherwise an employee of the Company or of any Affiliate of
                the Company (each such person being hereafter referred to as a
                "Non-Employee Director") will be given an opportunity to
                purchase stock of the Company.


        (b)     The word "Affiliate" as used in the Plan means any parent
                corporation or subsidiary corporation of the Company as those
                terms are defined in Sections 424(e) and (f), respectively, of
                the Internal Revenue Code of 1986, as amended from time to time
                (the "Code").


        (c)     The Company, by means of the Plan, seeks to retain the services
                of persons now serving as Non-Employee Directors of the Company,
                to secure and retain the services of persons capable of serving
                in such capacity, and to provide incentives for such persons to
                exert maximum efforts for the success of the Company


2.      ADMINISTRATION.

        (a)     The Plan shall be administered by the Board of Directors of the
                Company (the "Board") unless and until the Board delegates
                administration to a committee, as provided in subparagraph 2(b).


        (b)     The Board may delegate administration of the Plan to a committee
                composed of not fewer than two (2) members of the Board (the
                "Committee"). If administration is delegated to a Committee, the
                Committee shall have, in connection with the administration of
                the Plan, the powers theretofore possessed by the Board,
                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.


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3.      SHARES SUBJECT TO THE PLAN.

        (a)     Subject to the provisions of paragraph 10 relating to
                adjustments upon changes in stock, the stock that may be sold
                pursuant to options granted under the Plan shall not exceed in
                the aggregate Two Hundred Thousand (200,000) shares of the
                Company's common stock. If any option granted under the Plan
                shall for any reason expire or otherwise terminate without
                having been exercised in full, the stock not purchased under
                such option shall again become available for the Plan.


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


4.      ELIGIBILITY.

        (a)     Options shall be granted only to Non-Employee Directors of the
                Company.


5.      NON-DISCRETIONARY GRANTS.

        (a)     Upon the effective date of the Company's initial public offering
                (the "Effective Date"), each person who is then a Non-Employee
                Director shall be granted an option to purchase Ten Thousand
                (10,000) shares of common stock of the Company on the terms and
                conditions set forth herein.


        (b)     Each person who is, after the Effective Date, elected for the
                first time to be a Non-Employee Director shall, upon the date of
                his initial election to be a Non-Employee Director by the Board
                or stockholders of the Company, be granted an option to purchase
                Twenty-Five Thousand (25,000) shares of common stock of the
                Company on the terms and conditions set forth herein.


        (c)     On March 31 of each year, commencing with March 31, 1995, each
                person who is then a Non-Employee Director and has been a
                Non-Employee Director for at least three (3) months shall be
                granted an option to purchase Ten Thousand (10,000) shares of
                common stock of the Company on the terms and conditions set
                forth herein.


        (d)     On August 20, 1998, each person who is then a Non-Employee
                Director shall voluntarily cancel their outstanding options in
                exchange for a new grant equivalent to that received upon
                initial election (Twenty-Five Thousand (25,000) shares of common
                stock of the Company) on the terms and conditions set forth
                herein.


6.      OPTION PROVISIONS.

        Each option shall contain the following terms and conditions:


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        (a)     The term of each option commences on the date it is granted and,
                unless sooner terminated as set forth herein, expires on the
                date ("Expiration Date") ten (10) years from the date of grant.
                If the optionee's service as a Non-Employee Director of the
                Company terminates for any reason or for no reason, the option
                shall terminate on the earlier of the Expiration Date or the
                date six (6) months following the date of termination of
                service; provided, however, that if such termination of service
                is due to the optionee's death, the option shall terminate on
                the earlier of the Expiration Date or Six (6) months following
                the date of the optionee's death. In any and all circumstances,
                an option may be exercised following termination of the
                optionee's service as a Non-Employee Director of the Company
                only as to that number of shares as to which it was exercisable
                on the date of termination of such service under the provisions
                of subparagraph 6(e).


        (b)     Subject to subparagraph 4(b), the exercise price of each option
                shall be one hundred percent (100%) of the fair market value of
                the stock subject to such option on the date such option is
                granted.


        (c)     Payment of the exercise price of each option is due in full in
                cash upon any exercise when the number of shares being purchased
                upon such exercise is less than 1,000 shares; but when the
                number of shares being purchased upon an exercise is 1,000 or
                more shares, the optionee may elect to make payment of the
                exercise price under one of the following alternatives:


                (i)     Payment of the exercise Price per share in cash at the
                        time of exercise; or


                (ii)    Provided that at the time of the exercise the Company's
                        common stock is publicly traded and quoted regularly in
                        the Wall Street Journal, payment by delivery of shares
                        of common stock of the Company already owned by the
                        optionee, held for the period required to avoid a charge
                        to the Company's reported earnings, and owned free and
                        clear of any liens, claims, encumbrances or security
                        interest, which common stock shall be valued at fair
                        market value on the date preceding the date of exercise;
                        or


                (iii)   Payment by a combination of the methods of payment
                        specified in subparagraph 6(c)(i) and 6(c)(ii) above.


                Notwithstanding the foregoing, this option may be exercised
                pursuant to a program developed under Regulation T as
                promulgated by the Federal Reserve Board which results in the
                receipt of cash (or check) by the Company prior to the issuance
                of shares of the Company's common stock.


        (d)     An option shall not be transferable except by will or by the
                laws of descent and distribution, unless


                (i)     the Board shall be advised by counsel that such transfer
                        will not jeopardize the Plan's exemption from Section
                        16(b) of the Securities Exchange Act of 1934, and


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                (ii)    the Board shall have specifically provided in such
                        option that it shall be transferable. An option shall be
                        exercisable during the lifetime of the person to whom
                        the option is granted only by such person or by his
                        guardian, legal representative or permitted transferee.


        (e)     The option shall become exercisable in installments over a
                period of five years from the date of grant at the rate of
                twenty percent (20%) per year in five (5) equal annual
                installments commencing on the date one year after the date of
                grant of the option, provided that the optionee has, during the
                entire period prior to such vesting date, continuously served as
                a Non-Employee Director or as an employee of or consultant to
                the Company or any Affiliate of the Company, whereupon such
                option shall become fully exercisable in accordance with its
                terms with respect to that portion of the shares represented by
                that installment.


        (f)     The Company may require any optionee, or any person to whom an
                option is transferred under subparagraph 6(d), as a condition of
                exercising any such option:


                (i)     to give written assurances satisfactory to the Company
                        as to the optionee's knowledge and experience in
                        financial and business matters; and


                (ii)    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.

                These 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.


        (g)     Notwithstanding anything to the contrary contained herein, an
                option may not be exercised unless the shares issuable upon
                exercise of such option are then registered under the Securities
                Act or, if such shares are not then so registered, the Company
                has determined that such exercise and issuance would be exempt
                from the registration requirements of the Securities Act.


7.      COVENANTS OF THE COMPANY

        (a)     During the terms of the options granted under the Plan, the
                Company available at all times the number of shares of stock
                required to satisfy such options.


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        (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 granted under the Plan; provided, however, that
                this undertaking shall not require the Company to register under
                the Securities Act either the Plan, any option granted under the
                Plan, or any stock issued or issuable pursuant to any such
                option. If the Company is unable to obtain from any such
                regulatory commission or agency the authority which counsel for
                the Company deems 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.


8.      USE OF PROCEEDS FROM STOCK.

        Proceeds from the sale of stock pursuant to options granted under the
        Plan shall constitute general funds of the Company.


9.      MISCELLANEOUS.

        (a)     Neither an optionee nor any Person to whom an option is
                transferred under subparagraph 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.


        (b)     Throughout the term of any option granted pursuant to the Plan,
                the Company shall make available 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, upon
                request, such financial and other information regarding the
                Company as comprises the annual report to the stockholders of
                the Company provided for in the Bylaws of the Company and such
                other information regarding the Company as the holder of such
                option may reasonably request.


        (c)     Nothing in the Plan or in any instrument executed pursuant
                thereto shall confer upon any Non-Employee Director any right to
                continue in the service of the Company or any Affiliate or shall
                affect any right of the Company, its Board or stockholders or
                any Affiliate to terminate the service of any Non-Employee
                Director with or without cause.


        (d)     No Non-Employee Director, individually or as a member of a
                group, and no beneficiary or other person claiming under or
                through him, shall have any right, title or interest in or to
                any option reserved for the purposes of the Plan except as to
                such shares of common stock, if any, as shall have been reserved
                for him pursuant to an option granted to him.


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        (e)     In connection with each option made pursuant to the Plan, it
                shall be a condition precedent to the Company's obligation to
                issue or transfer shares to a Non-Employee Director, or to
                evidence the removal of any restrictions on transfer, that such
                Non-Employee Director make arrangements satisfactory to the
                Company to insure that the amount of any federal or other
                withholding tax required to be withheld with respect to such
                sale or transfer, or such removal or lapse is made available to
                the Company for timely payment of such tax.


10.     ADJUSTMENTS UPON CHANGES IN STOCK.

        (a)     If any change is made in the stock subject to the Plan, or
                subject to any option granted under the Plan (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.


        (b)     In the event of: (1) a merger or consolidation in which the
                Company is not the surviving corporation; (2) 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;
                or (3) any other capital reorganization in which more than fifty
                percent (50%) of the shares of the Company entitled to vote are
                exchanged the time during which options outstanding under the
                Plan may be exercised shall be accelerated and the options
                terminated if not exercised prior to such event.


11.     AMENDMENT OF THE PLAN.

        (a)     The Board at any time, and from time to time, may amend the
                Plan, provided, however, that the Board shall not amend the plan
                more than once every six months, with respect to the provisions
                of the plan which relate to the amount, price and timing of
                grants, other than to comport with changes in the Code, the
                Employee Retirement Income Security Act, or the rules
                thereunder. Except as provided in paragraph 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:


                (i)     Increase the number of shares which may be issued under
                        the Plan;


                (ii)    Modify the requirements as to eligibility for
                        participation in the Plan (to the extent such
                        modification requires stockholder approval in order for
                        the Plan comply with to the requirements of Rule 16-b3);
                        or


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                (iii)   Modify the Plan in any other way if such modification
                        requires stockholder approval in order for the Plan to
                        comply with the requirements of Rule 16-b3.


        (b)     Rights and obligations under any option granted before any
                amendment of the Plan shall not be altered or impaired by such
                amendment 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 OR SUSPENSION OF THE PLAN.

        (a)     The Board may suspend or terminate the Plan at any time. Unless
                sooner terminated, the Plan shall terminate on January 10, 2004.
                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.


        (c)     The Plan shall terminate upon the occurrence of any of the
                events described in Section 10(b) above.


13.     EFFECTIVE DATE OF PLAN; CONDITIONS OF EXERCISE.

        (a)     The Plan shall become effective upon adoption by the Board of
                Directors, subject to the condition subsequent that the Plan is
                approved by the stockholders of the Company.


        (b)     No option granted under the Plan shall be exercised or
                exercisable unless and until the condition of subparagraph 13(a)
                above has been met.


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