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                                                                    EXHIBIT 10.2


                         SUPERSHUTTLE INTERNATIONAL INC.

                             1998 STOCK OPTION PLAN


      This is the 1998 Stock Option Plan (the "Plan") of SuperShuttle
International, Inc., a Delaware corporation (the "Company"), effective as of
February 20, 1998.

      1. Purpose of the Plan. The purposes of the Plan are to advance the
interests of the Company and its Stockholders by inducing persons of outstanding
ability and potential to remain with the Company and its subsidiaries, by
encouraging, motivating and enabling employees and directors to acquire options
or increase stock ownership in the Company and its subsidiaries, and by
providing the employees and directors with an additional incentive to promote
the success of the Company under the Plan. Options granted under the Plan may be
either options which are intended to qualify as "incentive stock options," as
under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code")
or any successor provision (hereinafter referred to as "Incentive Stock
Options), or "Nonstatutory Stock Options," at the discretion of the Board or a
Committee appointed by the Board and as reflected in the terms of the written
option agreement ("Option Agreement").

      2. Definitions. As used herein, the following definitions shall apply:

            (a) "Board" shall mean the Board of Directors of the Company or the
Committee, if one has been appointed.

            (b) "Code" shall mean the Internal Revenue Code of 1986, as amended,
and the rules and regulations promulgated thereunder.

            (c) "Common Stock" shall mean the common stock of the Company
described in the Company's Certificate of Incorporation, as amended.

            (d) "Company" shall mean SuperShuttle International, Inc., a
Delaware corporation, and shall include any parent or subsidiary corporation of
the Company as defined in Sections 424(e) and (f), respectively, of the Code.

            (e) "Committee" shall mean the Committee appointed by the Board in
accordance with paragraph (a) of Section 4 of the Plan, if one is appointed.

            (f) "Employee" shall mean any person, including officers, employed
by the Company.

            (g) "Exchange Act" shall mean the Securities and Exchange Act of
1934, as amended.
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            (h) "Fair Market Value" on a particular date shall mean (i) if there
is a public market for the Common Stock, the Fair Market Value per Share shall
be the average of the bid and asked prices of the Common Stock for such day if
the Common Stock is then included for quotation on the NASDAQ SmallCap Market
or, the Fair Market Value per Share shall be the closing price of the Common
Stock for such day if the Common Stock is then included on the NASDAQ National
Market or listed on the New York, American or Pacific Stock Exchange, or (ii) if
there is no public market for the Common Stock, the Value of the Common Stock
determined in good faith by the board or Committee in such manner as it may deem
equitable for Plan purposes. The Board or a Committee appointed by the Board may
rely upon published quotations in The Wall Street Journal or a comparable
publication for purposes of the calculation of the Fair Market Value per Share
as set forth above.

            (i) "Incentive Stock Option" shall mean an Option which is intended
to qualify as an incentive stock option within the meaning of Section 422 of the
Code.

            (j) "Option" shall mean a stock option granted under the Plan.

            (k) "Optioned Stock" shall mean the Common Stock subject to an
Option.

            (l) "Optionee" shall mean an Employee of the Company who has been
granted one or more Options.

            (m) "Parent" shall mean a "parent corporation," whether now or
hereafter existing, as defined in Section 424(e) of the Code.

            (n) "Plan" shall mean this 1998 Employee Stock Option Plan.

            (o) "Share" shall mean a share of the Common Stock, as adjusted in
accordance with Section 11 of the Plan.

            (p) "Subsidiary" shall mean a "subsidiary corporation," whether now
or hereafter existing, as defined in Section 424(f) of the Code.

            (q) "Tax Date" shall mean the date an Optionee is required to pay
the Company an amount with respect to tax withholding obligations in connection
with the exercise of an option.

      3. Common Stock Subject to the Plan. The shares of stock subject to any
Option granted under this Plan shall be Shares of Common Stock. The Maximum
aggregate number of Shares which may be subject to, and issued under, Options
granted pursuant to the Plan shall not exceed 1,000,000 Shares, subject to
adjustment as provided in Section 11(9) of the Plan. Any Shares issued upon the
exercise of Options granted under the Plan may be authorized, but unissued, or
previously issued Shares acquired or to be acquired by the Company and held in
its treasury. In the event that an outstanding Option under the Plan expires, is
terminated or
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(with the consent of the Optionee) is canceled, those Shares allocable to the
unused portion of such option may thereafter be subject to new options granted
pursuant to the Plan.

      4. Administration of the Plan.

            (a) Procedure.

                  (1) The Plan shall be administered by the Board in accordance
with Securities and Exchange Commission Rule 16b-3 ("Rule 16b-3"); provided,
however, that the Board may appoint a Committee to administer the Plan at any
time or from time to time and, provided further, that if members of the Board
are not "disinterested" within the meaning of Securities and Exchange Commission
Rule 16b-3, then any participation by directors in the Plan must be administered
by a Committee appointed by the Board.

                  (2) The Committee shall consist of at least two (2) members of
the Board, each of whom is "disinterested" within the meaning of Securities and
Exchange Commission Rule 16b-3 to administer the Plan on behalf of the Board,
subject to such terms and conditions as the Board may prescribe. Once appointed,
the Committee shall continue to serve until otherwise directed by the Board.
From time to time the Board may increase the size of the Committee and appoint
additional members thereof, remove members (with or without cause), and appoint
new members in substitution therefor, fill vacancies however caused, or remove
all members of the Committee and thereafter directly administer the Plan;
provided, however, that at no time may any director who is not "disinterested"
within the meaning of Securities and Exchange Commission Rule 16b-3 serve on the
Committee nor shall a Committee of less than two (2) members administer the
Plan.

            (b) Powers of the Board. Subject to the provisions of the Plan, the
Board or a Committee appointed by the Board shall have the authority, in its
discretion: (i) to grant options which are intended to be Incentive Stock
Options, in accordance with Section 422 of the Code, and to grant "nonstatutory
stock options;" (ii) to determine, upon review of relevant information and in
accordance with Section 2(h) of the Plan, the Fair Market Value of the Common
Stock; (iii) to determine the exercise price per share of Shares for each Option
to be granted, which exercise price shall be determined in accordance with
Section 8(a) of the Plan; (iv) to determine the Employees and members of the
Board to whom, and the time or times at which Options shall be granted and the
number of Shares to be represented by each Option; (v) to interpret the Plan;
(vi) to prescribe, amend and rescind rules and regulations relating to the Plan;
(vii) to determine the terms and provisions of each Option granted (which need
not be identical) and, with the consent of the Optionee thereof, modify or amend
each Option; (viii) to accelerate or defer (with the consent of the Optionee)
the exercise date of any Option; (ix) to authorize any person to execute on
behalf of the Company any instrument required to effectuate the grant of an
Option previously granted by the Board or a Committee appointed by the Board;
(x) to accept or reject the election made by an Optionee pursuant to Section 18
of the Plan; and (xi) to make all other determinations deemed necessary or
advisable for the administration of the Plan.
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            (c) Effect of Board's Decision. All decisions, determinations and
interpretations of the Board or a Committee appointed by the Board, shall be
final and binding on all Optionees and any other holders of any Options granted
under the Plan.

      5. Eligibility.

            (a) Consistent with the Plan's purposes, Options may be granted only
to Employees of the Company and members of the Board as determined by the Board
or a Committee appointed by the Board. An Employee or Director who has been
granted an Option may, if he is otherwise eligible, be granted an additional
Option or Options.

            (b) With respect to Incentive Stock Options granted under the Plan,
the aggregate fair market value (determined at the time the Incentive Stock
Option is granted) of the Shares with respect to which Incentive Stock Options
are exercisable for the first time by any individual during any calendar year
(under this Plan and any other plan of the Company and its parent and subsidiary
corporations) shall not exceed One Hundred Thousand Dollars ($100,000).

      6. Effective Date and Term of Plan. The Plan shall become effective as of
February 20, 1998, the date on which the Board approved the Plan, subject to
approval hereto by the Stockholders of the Company no later than March 19, 1998.
If such approval is not obtained, then any Options issued under the Plan which
are intended to be Incentive Stock Options will be nonstatutory stock options.
Except as just provided, the failure to obtain such approval shall not effect
the effectiveness of the Plan. No Option may be granted after February 19, 2008
(ten years from the effective date of the Plan); provided, however, that the
Plan and all outstanding Options shall remain in effect until such Options have
expired or until such Options are canceled.

      7. Term of Option. Unless otherwise provided in the Option Agreement, the
term of each Incentive Stock Option shall be ten (10) years from the date of
grant thereof. Unless otherwise provided in the Option Agreement, the term of
each Option which is not an Incentive Stock Option shall be eleven (11) years
from the date of grant. Notwithstanding the above, in the case of an Incentive
Stock Option granted to an Employee who, at the time the Incentive Stock Option
is granted, is deemed for purposes of Section 422 of the Code to own Stock of
the Company possessing more than ten percent (10%) of the total combined voting
power of all classes of Stock of the Company or its parent or subsidiary
corporation ("Ten Percent Shareholder"), the term of the Incentive Stock Option
shall be five (5) years from the date of grant thereof or such shorter time as
may be provided in the Option Agreement.

      8. Exercise Price and Payment.

            (a) Exercise Price. The per Share exercise price for the Shares to
be issued pursuant to exercise of an Option shall be determined by the Board or
a Committee appointed by the Board, but in the case of an Incentive Stock Option
shall be no less than one hundred percent (100%) of the Fair Market Value per
Share on the date of grant; provided, further, that
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in the case of an Incentive Stock Option granted to an Employee who, at the time
of the grant of such Incentive Stock Option, is a Ten Percent Shareholder, the
per Share exercise price shall be no less than one hundred ten percent (110%) of
the Fair Market Value per Share on the date of grant. In no event may the
exercise price in the case of a nonstatutory stock option be less than
eighty-five (85%) of the Fair Market Value per share on the date of grant.

                  The Company will pay any documentary stamp taxes, handling or
certificate issuance fees attributable to the initial issuance of shares of
Common Stock upon the exercise of any Option under the Plan; provided, however,
that the Company shall not be required to pay any fees or taxes which may be
payable with respect to any transfer involved in the issuance or delivery of any
certificates for shares in a name other than that of the holder of an Option.

            (b) Payment. Upon exercise of an Option, the full exercise price of
the Shares being purchased, and any taxes attributable to the delivery of Common
Stock under the Plan, or portion thereof, shall be paid:

                  (1) In United States dollars in cash or by check, bank draft
or money order payable to the order of the Company; or

                  (2) At the discretion of the Board or a Committee appointed by
the Board, through the delivery of shares of Common Stock, with an aggregate
Fair Market Value, equal to the full exercise price; or

                  (3) By a combination of (1) and (2) above.

            The Board or a Committee appointed by the Board shall determine
acceptable methods for tendering Common Stock as payment upon exercise of an
Option and may impose such limitations and prohibitions on the use of Common
Stock to exercise an Option as it deems appropriate. With respect to
nonstatutory options, at the election of the Optionee pursuant to Section 18,
the Company may satisfy its withholding obligations by retaining such number of
shares of Common Stock subject to the exercised Option which have an aggregate
Fair Market Value on the exercise date equal to the Company's aggregate federal,
state, local and foreign tax withholding and FICA and FUTA obligations with
respect to income generated by the exercise of the Option by Optionee.

      9.    Exercise of Option.

            (a) Procedure for Exercise; Rights as a Shareholder. Any Option
granted hereunder shall be exercisable at such times and under such conditions
as determined by the Board or a Committee appointed by the Board, including
performance criteria with respect to the Company and/or the Optionee, and as
shall be permissible under the terms of the Plan. Unless otherwise determined by
the Board or a Committee appointed by the Board at the time of grant, an Option
may be exercised in whole or in part, but in no case may any option be
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exercised as to less than One Hundred (100) Shares at any one time (or the
remaining Shares covered by the option if less than One Hundred (100) Shares)).
An Option may not be exercised for a fraction of a Share.

                  An Option shall be deemed to be exercised when written notice
of such exercise has been given to the Company at its principal office to the
attention of the Secretary of the Company in accordance with the terms of the
Option by the person entitled to exercise the Option and full payment for the
Shares with respect to which the Option is exercised has been received by the
Company. Full payment may, as authorized by the Board or a Committee appointed
by the Board, consist of any consideration and method of payment allowable under
Section 8(b) of the Plan. Until the issuance (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized transfer agent of the
Company) of the stock certificate evidencing such Shares, no right to vote or
receive dividends or any other rights as a shareholder shall exist with respect
to the Optioned Stock, notwithstanding the exercise of the Option. No adjustment
will be made for a dividend or other right for which the record date is prior to
the date the stock certificate is issued, except as provided in Section 11 of
the Plan.

                  Exercise of an Option in any manner shall result in a decrease
in the number of Shares which thereafter may be available, both for purposes of
the Plan and for sale under the Option by the number of Shares as to which the
Option is exercised.

                  Notwithstanding anything contained in this Plan to the
contrary, the Board or a Committee appointed by the Board may establish certain
restrictions on the times at which an Option may be exercised after a number of
elapsed years together with cumulative exercise rights and may retain certain
rights with respect to a fixed repurchase price for the Optioned Stock if the
Employee voluntarily terminates his employment with the Company within a certain
period of time after exercising the Option or whose employment is involuntarily
terminated for gross misconduct, fraud, embezzlement, theft, breach of any
fiduciary duty owed to the Company or for nonperformance of duties.

            (b) Termination of Status as an Employee.

                  (1) Termination of Employment. Unless otherwise provided in an
Option Agreement relating to an Option that is not an Incentive Stock Option,
except as otherwise provided in this Section 9(b), the Option, to the extent not
exercised, shall cease on the date on which Employee's employment by the Company
is terminated for any reason. For purposes of this Section 9, an employee who
leaves the employ of the Company to become an employee of a subsidiary or parent
corporation of the Company or a corporation which has assumed the option of the
Company as a result of a corporate reorganization, etc., shall not be considered
to have terminated his employment. For purposes of this Section 9, the
employment relationship of an employee of the Company or of a subsidiary
corporation of the Company will be treated as continuing intact while he is on
military or sick leave or other bona fide leave of absence (such as temporary
employment by the government) if such leave does not exceed ninety
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(90) days, or, if longer, so long as his right to reemployment is guaranteed
either by statute or by contract.

                  (2) Retirement. Unless otherwise provided in an Option
Agreement relating to an Option that is not an Incentive Stock Option, if an
Employee retires pursuant to a pension or retirement plan adopted by the Company
or at the normal retirement date prescribed from time to time by the Company,
then the Employee may, but only within ninety (90) days after the date he ceases
to be an Employee of the Company, exercise his Option to the extent that he was
entitled to exercise it at the date of such termination. To the extent that he
was not entitled to exercise the Option at the date of such termination, or if
he does not exercise such Option (which he was entitled to exercise) within the
time specified herein, the Option shall terminate.

                  (3) Disability. Unless otherwise provided in an Option
Agreement relating to an Option that is not an Incentive Stock Option,
notwithstanding the provisions of Section 9(b) above, in the event an Employee
is unable to continue his employment with the Company as a result of his
permanent and total disability (as defined in Section 22(e)(3) of the Code), he
may, but only within one (1) year from the date of termination, exercise his
Option to the extent he was entitled to exercise it at the date of such
termination. To the extent that he was not entitled to exercise the Option at
the date of termination, or if he does not exercise such Option (which he was
entitled to exercise) within the time specified herein, the Option shall
terminate.

                  (4) Death of Optionee. Unless otherwise provided in an Option
Agreement relating to an Option that is not an Incentive Stock Option, if
Optionee dies during the term of the Option and is at the time of his death an
Employee of the Company who shall have been in continuous status as an Employee
since the date of grant of the Option, the Option may be exercised at any time
within one (1) year following the date of death (or such other period of time as
is determined by the Board or a Committee appointed by the Board), by the
Optionee's estate or by a person who acquired the right to exercise the Option
by bequest or inheritance, but only to the extent that Optionee was entitled to
exercise the Option on the date of death. To the extent that decedent was not
entitled to exercise the Option on the date of death, or if the Optionee's
estate, or person who acquired the right to exercise the Option by bequest or
inheritance, does not exercise such Option (which he was entitled to exercise)
within the time specified herein, the Option shall terminate.

      10. Non-Transferability of Option. Unless otherwise provided in an Option
Agreement relating to an Option that is not an Incentive Stock Option, an Option
may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in
any manner other than by will or by the laws of descent or distribution and may
be exercised, during the lifetime of the Optionee, only by the Optionee.
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      11. Adjustments Upon Changes in Capitalization or Reorganization or
Merger.

            (a) Changes in Capitalization. Subject to any required action by the
shareholders of the Company, the number of shares of Common Stock covered by
each outstanding Option, and the number of shares of Common Stock which have
been authorized for issuance under the Plan but as to which no Options have yet
been granted or which have been returned to the Plan upon cancellations or
expiration of an Option, as well as the price per share of Common Stock covered
by each such outstanding Option, shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock resulting
from a stock split, reverse stock split, stock dividend, combination or
reclassification of the common stock, or any other increase or decrease in the
number of issued shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the Board or
a Committee appointed by the Board, whose determination in that respect shall be
final, binding and conclusive. Except as expressly provided herein, no issuance
by the Company of shares of stock of any class, or securities convertible into
shares of stock of any class shall affect, and no adjustment by reason thereof,
shall be made with respect to the number or price of shares of Common Stock
subject to an Option.

            (b) Reorganization or Merger. In the event of the proposed
dissolution or liquidation of the Company, the Option will terminate immediately
prior to the consummation of such proposed action, unless otherwise provided by
the Board or a Committee appointed by the Board. The Board or a Committee
appointed by the Board may, in the exercise of its sole discretion in such
instances, declare that any Option shall terminate as of a date fixed by the
Board or a Committee appointed by the Board and give each Optionee the right to
exercise his Option as to all or any part of the Optioned Stock, including
Shares as to which the Option would not otherwise be exercisable. In the event
that outstanding Shares of Common Stock are hereafter changed into or exchanged
for a different number or kind of Shares of Stock or securities of another
Corporation, whether as a result of a reorganization, recapitalization,
reclassification, merger consolidation or otherwise, as in the event of a
proposed sale of all or substantially all of the assets of the Company, the
Option shall be assumed or an equivalent option shall be substituted by such
successor corporation or a parent or subsidiary of such successor corporation,
unless the Board or a Committee appointed by the Board determines, in the
exercise of its sole discretion and in lieu of such assumption or substitution,
that the Optionee shall have the right to exercise the Option as to all of the
Optioned Stock, including Shares as to which the Option would not otherwise be
exercisable. If the Board or a Committee appointed by the Board makes an Option
fully exercisable in lieu of assumption or substitution in the event of a merger
or sale of assets, the Board or a Committee appointed by the Board shall notify
the Optionee that the Option shall be fully exercisable for a period of thirty
(30) days from the date of such notice (but not later than the expiration of the
term of the Option under the Option Agreement), and the Option will terminate
upon the expiration of such period.
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      12. Time of Granting Options. The date of grant of an Option shall, for
all purposes, be the date on which the Board or a Committee appointed by the
Board makes the determination granting such Option. Notice of the determination
shall be given to each Employee to whom an Option is so granted within a
reasonable time after the date of such grant.

      13. Amendment and Termination of the Plan.

            (a) Amendment and Termination. The Board may amend or terminate the
Plan from time to time in such respect as the Board may deem advisable;
provided, however, that the following revisions or amendments shall require
approval of the holders of a majority of the outstanding Shares of the Company
entitled to vote:

                  (1) Any increase in the number of Shares subject to the Plan,
other than in connection with an adjustment under Section 11 of the Plan;

                  (2) Any change in the designation of the class of employees
eligible to be granted Options; or

                  (3) If the Company has a class of equity security registered
under Section 12 of the Exchange Act at the time of such revision or amendment,
any material increase in the benefits accruing to participants under the Plan.

            (b) Effect of Amendment or Termination. Any such amendment or
termination of the Plan shall not affect Options already granted and such
Options shall remain in full force and effect as if this Plan had not been
amended or terminated, unless mutually agreed otherwise between the Optionee and
the Board, which agreement must be in writing and signed by the Optionee and the
Company.

      14. Conditions Upon Issuance of Shares. Shares shall not be issued
pursuant to the exercise of an Optionee unless the exercise of such Option and
the issuance and delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the Shares may
then be listed, and shall be further subject to the approval of counsel for the
Company with respect to such compliance.

            As a condition to the exercise of an Option, the Company may require
the person exercising such Option to represent and warrant at the time of any
such exercise that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned relevant provisions of law.

            In the case of an Incentive Stock Option, any Optionee who disposes
of Shares of Common Stock acquired on the exercise of an Option by sale or
exchange (a) either within
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two (2) years after the date of the grant of the Option under which the Common
Stock was acquired or (b) within one (1) year after the acquisition of such
Shares of Common Stock shall notify the Company of such disposition and of the
amount realized upon such disposition.

            Stock certificates evidencing unregistered shares acquired upon the
exercise of Options shall bear a restrictive securities legend substantially as
follows:

            "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
            UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE
            SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES
            MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE
            REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT
            OF 1933, AS AMENDED, AND APPLICABLE SECURITIES LAWS OF ANY STATE OR
            OTHER JURISDICTION, OR AN OPINION OF COUNSEL SATISFACTORY TO THE
            COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."

      15. Change in Control. Each Option that is outstanding on a Control Change
Date, as hereinafter defined, shall be exercisable in whole or in part on that
date and thereafter during the remainder of the Option period stated in the
Option Agreement. A "Change in Control" occurs if, after the date of the initial
Agreement, (1) any person, including a "group" as defined in Section 13(d)(3) of
the Exchange Act, becomes the owner or beneficial owner of the Company's
securities having 20% or more of the combined voting power of the then
outstanding Company's securities that may be cast for the election of the
Company's directors (other than as a result of an issuance of securities
initiated by the Company, or open market purchases approved by the Board of
Directors as long as a majority of the Board of Directors approving the
purchases is in the majority at the time the purchases are made); or (2) as the
direct or indirect result of, or in connection with, a cash tender or exchange
offer, a merger or other business combination, a sale of assets, a contested
election, or any combination of these transactions, the persons who were
directors of the Company before such transactions ceased to constitute a
majority of the Company's Board of Directors or any successor's board, within
two years of the last of such transactions. For purposes of this Section, the
"Control Change Date" is the date on which an event described in (1) or (2)
occurs. If a Change of Control occurs on account of a series of transactions,
the Control Change Date is the date of the last of such transactions.

      16. Reservation of Shares; Issuance and Sale of Shares. The Company,
during the term of this Plan, will at all times reserve and keep available such
number of Shares as shall be sufficient to satisfy the requirements of the Plan.
Inability of the Company to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company's counsel to be necessary
to the lawful issuance and sale of any Shares hereunder, shall relieve
<PAGE>   11
the Company of any liability in respect of the failure to issue or sell such
Shares as to which such requisite authority shall not have been obtained.

      17. Option Agreement. Options shall be evidenced by written option
agreements in such form as the Board shall approve.

      18. Withholding Taxes. Subject to Section 4(b)(x) of the Plan and prior to
the Tax Date, the Optionee may make an irrevocable election to have the Company
withhold from those Shares that would otherwise be received upon the exercise of
any nonstatutory stock option, a number of Shares having a Fair Market Value
equal to the minimum amount necessary to satisfy the Company's federal, state,
local and foreign tax withholding obligations and FICA and FUTA obligations with
respect to the exercise of such Option by the Optionee.

            An Optionee who is also an officer of the Company must make the
above-described election:

            (a) at least six months after the date of grant of the Option
(except in the event of death or disability); and

            (b)   either:

                  (1) six months prior to the Tax Date, or

                  (2) prior to the Tax Date and during the period beginning on
the third business day following the date of the Company releases its quarterly
or annual statement of sales and earnings and ending on the twelfth business day
following such date.

      19. Miscellaneous Provisions.

            (a) Not a Contract of Employment. Nothing contained in the Plan or
in any Option Agreement executed pursuant to the Plan shall be deemed to confer
upon any individual to whom an Option may be granted hereunder any right to
remain in the employ or service of the Company or a parent or subsidiary
corporation of the Company.

            (b) Plan Expenses. Any expenses of administering this Plan shall be
borne by the Company.

            (c) Use of Exercise Proceeds. The payment received from Optionees
from the exercise of Options shall be used for the general corporate purposes of
the Company.

            (d) Unfunded Plan. This Plan shall be unfunded and the Company shall
be under no obligation to segregate or reserve any Shares, funds or other assets
for purposes relative to this Plan and no Optionee shall have any rights
whatsoever in or with respect to any Stock, funds or assets of the Company.
<PAGE>   12
            (e) Construction of Plan. The place of administration of the Plan
shall be in the State of Arizona, and the validity, construction,
interpretation, administration and effect of the Plan and of its rules and
regulations, and rights relating to the Plan, shall be determined in accordance
with the laws of the State of Arizona and where applicable, in accordance with
the Code.

            (f) Taxes. The Company shall be entitled if necessary or desirable
to pay or withhold the amount of any tax attributable to the delivery of Common
Stock under the Plan from other amounts payable to the Employee after giving the
person entitled to receive such Common Stock notice as far in advance as
practical, and the Company may defer making delivery of such Common Stock if any
such tax may be pending unless and until indemnified to its satisfaction.

            (g) Indemnification. In addition to such other rights of
indemnification as they may have as members of the Board or a Committee
appointed by the Board, the members of the Board or a Committee shall be
indemnified by the Company against all costs and expenses reasonably incurred by
them in connection with any action, suit or proceeding to which they or any of
them may be a party by reason of any action taken or failure to act under or in
connection with the Plan or any Option, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by independent legal
counsel selected by the Company) or paid by them in satisfaction of a judgment
in any such action, suit or proceeding, except a judgment based upon a finding
of bad faith; provided that upon the institution of any such action, suit or
proceeding a Board or Committee member shall, in writing give the Company notice
thereof and an opportunity, at its own expense, to handle and defend the same
before such Board or Committee member undertakes to handle and defend it on her
or his own behalf.

            (h) Gender. For purposes of this Plan, words used in the masculine
gender shall include the feminine and neuter, and the singular shall include the
plural and vice versa, as appropriate.