EXHIBIT  4.4


                                   NETTAXI.COM

                             1999 STOCK OPTION PLAN


     1.     PURPOSES  OF  THE  PLAN
            -----------------------

     The  purposes of this 1999 Stock Option Plan (the "Plan") of Nettaxi.com, a
Nevada  corporation  (the  "Company")  are  to:

     (i)     Encourage  selected  officers,  directors,  key  employees  and
consultants  to  improve  operations  and increase profits of the Company or its
Affiliates;

     (ii)     Encourage  selected  officers  and  key  employees  to  accept  or
continue  employment  with  the  Company  or  its  Affiliates;  and

     (iii)     Increase  the  interest  of  selected  officers,  directors,  key
employees  and consultants in the Company's welfare through participation in the
growth  in  value  of  the  common  stock  of  the  Company  ("Common  Stock").

     Options  granted  under  this  Plan  ("Options")  may  be  "incentive stock
options"  ("ISOs")  intended  to  satisfy the requirements of Section 422 of the
Internal  Revenue  Code  of  1986,  as  amended  (the  "Code"), or "nonqualified
options"  ("NQOs").

     2.     ELIGIBLE  PERSONS
            -----------------

     Every person who at the date of grant of an Option is a key employee of the
Company or of any Affiliate (as defined below) (including employees who are also
officers or directors of the Company or of any Affiliate) is eligible to receive
NQOs  or ISOs under this Plan.  The term "Affiliate" as used in the Plan means a
parent  or  subsidiary  corporation  as  defined  in  the  applicable provisions
(currently Sections 424(e) and (f), respectively) of the Code.  Every person who
is  a  director  of or consultant to the Company or any Affiliate at the date of
grant  of  an  Option  is  eligible  to  receive  NQOs  under  this  Plan.

     3.     STOCK  SUBJECT  TO  THIS  PLAN
            ------------------------------

     Subject  to  the  provisions  of  Section  6.1.1  of  the Plan, the maximum
aggregate  number  of shares of stock which may be granted pursuant to this Plan
is three million three hundred thousand (3,300,000) shares of Common Stock.  The
shares  unexercised  shall  become  available  again  for grants under the Plan.

     4.     ADMINISTRATION
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     4.1     Option  Committee.  This Plan shall be administered by the Board of
             -----------------
Directors  of  the Company (the "Board") or by a committee of at least two Board
members,  one  of  which  is  the  President,  (hereinafter  referred  to as the
"Committee  Chairman")  to  which  administration  of  the Plan is delegated (in
either  case,  the "Option Committee").  No member of the Option Committee shall
be  liable  for  any  decision,  action,  or  omission  respecting the Plan, any
options,  or  any  option  shares.

     4.2     Disinterested  Administration.  From  and  after  such  time as the
             -----------------------------
Company  registers  a  class  of  equity  securities  under  Section  12  of the
Securities  Exchange  Act  of  1934,  as amended (the "Exchange Act"), this Plan
shall  be  administered  in  accordance  with  the  disinterested administrative
requirements of Rule 16b-3 promulgated by the Securities and Exchange Commission
("Rule  16b-3"),  or  any  successor  rule  thereto.

     4.3      Authority  of  the  Option  Committee.  Subject  to  the  other
              -------------------------------------
provisions  of this Plan, the Options Committee shall have the authority, in its
discretion:  (i)  to  grant  Options;  (ii)  to determine the fair market of the
Common  Stock  subject  to  Options;  (iii)  to  determine the exercise price of
Options granted; (iv) to determine the persons to whom, and the time or times at
which,  Options  shall  be  granted,  and  the  number of shares subject to each
Option;  (v) to interpret this Plan; (vi) to prescribe, amend, and rescind rules
and  regulations  relating  to  this  Plan;  (vii)  to  determine  the terms and
provisions  of  each Option granted (which need not be identical), including but
not  limited to, the time or times at which Options shall be exercisable; (viii)
with  the  consent of the optionee, to modify or amend any Option; (ix) to defer
(with the consent of the optionee) or accelerate the exercise date or vesting of
any  Option; (x) to authorize any person to execute on behalf of the Company any
instrument  evidencing  the  grant  of  an  Option;  and  (xi) to make all other
determinations  deemed  necessary  or  advisable  for the administration of this
Plan.  The  Option Committee may delegate nondiscretionary administrative duties
to  such  employees  of  the  Company  as  it  deems  proper.

     4.4     Determinations  Final.  All  questions  of  interpretation,
             ---------------------
implementation, and application of this Plan shall be determined by the Board or
the  Option  Committee.  Such  determinations  shall be final and binding on all
persons.

     5.     GRANTING  OF  OPTIONS:  OPTION  AGREEMENT
            -----------------------------------------

     5.1     Ten-Year  Term.  No  Options shall be granted under this Plan after
             --------------
ten  years  from  the  date  of  adoption  of  this  Plan  by  the  Board.

     5.2     Option  Agreement.  Each  Option  shall  be  evidenced by a written
             -----------------
stock  option  agreement,  in  form satisfactory to the Company, executed by the
Company  and  the person to whom such Option is granted; provided, however, that
the  failure  by the Company, the optionee, or both to execute such an agreement
shall  not  invalidate  the  granting  of  any  Option.

     5.3     Designation  as  ISO  or  NQO.  The agreement shall specify whether
             -----------------------------
each Option it evidences is a NQO or an ISO.  Notwithstanding designation of any
Option  as  an  ISO  or  a NQO, if the aggregate fair market value of the shares
under  Options  designated  as ISOs which would become exercisable for the first
time by any Optionee at a rate in excess of $100,000 in any calendar year (under
all  plans  of  the Company), then unless otherwise provided in the stock option
agreement  or  by the Option Committee, such Options shall be NQOs to the extent
of  the  excess above $100,000.  For purposes of this Section 5.3, Options shall
be  taken  into  account  in  the order in which they were granted, and the fair
market  value  of the shares shall be determined as of the time the Option, with
respect  to  such  shares,  is  granted.


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     5.4     Grant  to  Prospective  Employees.  The  Option  Committee  or  the
             ---------------------------------
Committee  Chairman  may approve the grant of Options under this Plan to persons
who  are  expected to become employees of the Company, but who are not employees
at  the  date  of  approval.  In such cases, the Option shall be deemed granted,
without  further  approval,  on  the  date  the  optionee is first treated as an
employee  for  payroll  purposes.

     6.     TERMS  AND  CONDITIONS  OF  OPTIONS
            -----------------------------------

     Each Option granted under this Plan shall be designated as a NQO or an ISO.
Each  Option  shall  be subject to the terms and conditions set forth in Section
6.1.  NQOs  shall  be  also  subject  to  the  terms and conditions set forth in
Section 6.2, but not those set forth in Section 6.3.  ISOs shall also be subject
to the terms and conditions set forth in Section 6.3, but not those set forth in
Section  6.2.

     6.1     Terms and Conditions to Which Options Are Subject.  Options granted
             -------------------------------------------------
under  this  Plan  shall,  as provided in Section 6, be subject to the following
terms  and  conditions:

          6.1.1     Changes  in Capital Structure.  The existence of outstanding
                    -----------------------------
Options  shall  not  affect  the  Company's  right  to  effect  adjustments,
recapitalizations,  reorganizations,  or  other  changes  in  its  or  any other
corporation's  capital  structure  or business, any merger or consolidation, any
issuance  of bonds, debentures, preferred, or prior preference stock ahead of or
affecting  Common  Stock, the dissolution or liquidation of the Company's or any
other  corporation's  assets  or  business  or  any  other corporate act whether
similar  to  the events described above or otherwise.  Subject to Section 6.1.2,
if the stock of the Company is changed by reason of a stock split, reverse stock
split,  stock  dividend,  recapitalization, or other event, or converted into or
exchanged  for  other  securities  as  a  result  of  a  merger,  consolidation,
reorganization, or other event, appropriate adjustments shall be made in (i) the
number  and  class  of shares of stock subject to this Plan and each outstanding
Option;  provided,  however,  that  the  Company  shall not be required to issue
fractional  shares  as  a  result to any such adjustments.  Each such adjustment
shall be subject to approval by the Option Committee in its sole discretion, and
may  be  made  without  regard to any resulting tax consequence to the optionee.

          6.1.2     Corporate  Transactions.  In connection with (i) any merger,
                    -----------------------
consolidation,  acquisition,  separation,  or  reorganization in which more than
fifty  percent (50%) of the shares of the Company outstanding immediately before
such  event  are  converted  into  cash  or  into  another  security,  (ii)  any
dissolution  or  liquidation of the Company or any partial liquidation involving
fifty percent (50%) or more of the assets of the Company, (iii) any sale of more
than fifty percent (50%) of the Company's assets, or (iv) any like occurrence in
which  the  Company  is  involved,  the  Option  Committee  may, in its absolute
discretion,  do one or more of the following upon ten days' prior written notice
to  all  optionees;  (a)  accelerate  any vesting schedule to which an Option is
subject;  (b) cancel Options upon payment to each optionee in cash, with respect
to  each  Option  to  the  extent  then exercisable, of any amount which, in the


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absolute  discretion  of the Option Committee, is determined to be equivalent to
any  excess  of  the  market  value (at the effective time of such event) of the
consideration  that  such  optionee  would  have received if the Option had been
exercised  before  the effective time over the exercise price of the Option; (c)
shorten  the  period  during  which  such Options are exercisable (provided they
remain  exercisable,  to the extent otherwise exercisable, for at least ten days
after  the  date  the notice is given); or (d) arrange that new option rights be
substituted for the option rights granted under this Plan, or that the Company's
obligations as to Options outstanding under this Plan be assumed, by an employer
corporation other than the Company or by a parent or subsidiary of such employer
corporation.  The  actions  described in this Section 6.1.2 may be taken without
regard  to  any  resulting  tax  consequence  to  the  optionee.

          6.1.3     Time of Option Exercise.  Except as necessary to satisfy the
                    -----------------------
requirements  of  Section  422  of  the  Code  and subject to Section 5, Options
granted  under  this Plan shall be exercisable at such times as are specified in
the  written  stock option agreement relating to such Option: provided, however,
that  so  long as the optionee is a director or officer, as those terms are used
in  Section 16 of the Exchange Act, such Option may not be exercisable, in whole
or  in  part,  at any time prior to the six-month anniversary of the date of the
Option  grant,  unless  the  Option  Committee  determines  that  the  foregoing
provision  is  not necessary to comply with the provisions of Rule 16b-3 or that
Rule  16b-3  is  not  applicable  to  the Plan.  No Option shall be exercisable,
however,  until  a  written  stock  option agreement in form satisfactory to the
Company  is  executed  by the Company and the optionee. The Option Committee, in
its  absolute discretion, may later waive any limitations respecting the time at
which  an  Option  or  any  portion  of  an  Option  first  becomes exercisable.

          6.1.4     Option  Grant Date.  Except as provided in Section 5.4 or as
                    ------------------
otherwise  specified  by  the  Option  Committee, the date of grant of an Option
under  this Plan shall be the date as of which the Option Committee approves the
grant.

          6.1.5     Nonassignability  of Option Rights.  No Option granted under
                    ----------------------------------
this  Plan  shall be assignable or otherwise transferable by the optionee except
by  will,  by  the  laws of descent and distribution, or pursuant to a qualified
domestic relations order (limited in the case of an ISO, to a qualified domestic
relations  order that effects a transfer of an ISO that is community property as
part  of a division of community property).  During the life of the optionee, an
Option  shall  be  exercisable  only  by  the  optionee.

          6.1.6     Payment.  Except as provided below, payment in full shall be
                    -------
made for all stock purchased at the time written notice of exercise of an Option
is  given  to  the Company, and proceeds of any payment shall constitute general
funds  of  the  Company.  Payment  may  be  made in cash, by promissory note, by
delivery  to  the  Company of shares of Common Stock owned by the optionee (duly
endorsed in favor of the Company or accompanied by a duly endorsed stock power),
or  by  any  other  form  of  consideration  and method of payment to the extent
permitted  under applicable law.  Any shares delivered shall be valued as of the
date  of  exercise  of  the  Option  in  the manner set forth in Section 6.1.12.
Optionees may not exercise Options by delivery of shares more frequently than at
six-month  intervals.


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          6.1.7     Termination  of  Employment.  Unless determined otherwise by
                    ---------------------------
the  Option  Committee  in  its  absolute  discretion  to the extent not already
expired  or  exercised,  every Option granted under this Plan shall terminate at
the  earlier  of  (a)  the Expiration Date (as defined in Section 6.1.12) or (b)
three  months after termination of employment with the Company or any Affiliate;
provided,  that  an Option shall be exercisable after the date of termination of
employment  only  to  the  extent  exercisable  on  the date of termination; and
provided  further,  that  if  termination of employment is due to the optionee's
"disability"  (as  determined  in accordance with Section 22(e)(3) of the Code),
the  optionee, or the optionee's personal representative, may at any time within
one  (1)  year  after the termination of employment (or such lesser period as is
specified  in  the option agreement but in no event after the Expiration Date of
the Option), exercise the option to the extent it was exercisable at the date of
termination;  and  provided  further that if termination of employment is due to
the  Optionee's  death, the Optionee's estate or a legal representative thereof,
may  at  any time within and including six (6) months after the date of death of
Optionee  (or  such lesser period as is specified in the option agreement but in
no  event  after  the Expiration Date of the Option), exercise the option to the
extent  it  was exercisable at the date of termination.  Transfer of an optionee
from  the  Company  to  an  Affiliate  or  vice  versa, or from one Affiliate to
another, or a leave of absence due to sickness, military service, or other cause
duly  approved  by  the Company, shall not be deemed a termination of employment
for  purposes of this Plan.  For the purpose of this Section 6.1.7, "employment"
means  engagement  with the Company or any Affiliate of the Company either as an
employee,  as  a  director,  or  as  a  consultant.

          6.1.8     Repurchase  of  Stock.  In  addition  to  the right of first
                    ---------------------
refusal  set  forth  in  Section 6.1.9, at the time it grants Options under this
Plan,  the  Company  may  retain,  for  itself or others, rights to purchase the
shares acquired under the Option or impose other restrictions on the transfer of
such  shares.  The terms and conditions of any such rights or other restrictions
shall  be  set  forth  in  the  option  agreement  evidencing  the  Option.

          6.1.9     Company's  Right  of  First  Refusal.
                    ------------------------------------

               (i)  Company's  Right;  Notice.  Stock  delivered pursuant to the
exercise  of  any  option granted under this Plan shall be subject to a right of
first  refusal  by  the  Company  in  the  event  that the holder of such shares
proposes  to  sell, pledge, or otherwise transfer such shares or any interest in
such  shares to any person or entity.  Any holder of shares purchased under this
Plan  desiring to transfer such shares or any interest in such shares shall give
a  written  notice  (the  "Offer Notice") to the Company describing the proposed
transfer,  including  the  number  of  shares  proposed  to  be transferred, the
proposed  transfer  price  and  terms,  and the name and address of the proposed
transferee.  The  Company's  rights  under  this  Section  6.1.9 shall be freely
assignable.

               (ii)  Exercise.  Except  as  provided  under any repurchase right
imposed under Section 6.1.8, if the Company fails to exercise its right of first
refusal  within  20  days  from the date on which the Company receives the Offer
Notice, the shareholder may, within the next 90 days, conclude a transfer to the
proposed  transferee  of  the  exact  number of shares covered by that notice on
terms  not  more favorable to the transferee than those described in the notice.
Any  subsequent  proposed transfer shall again be subject to the Company's right
of  first  refusal.  If  the  Company  exercises its right of first refusal, the
shareholder  shall  endorse  and  deliver  to the Company the stock certificates
representing  the  shares  being  repurchased.  The  Company  shall  pay  the
shareholder the total repurchase price for the shares no later than the later of
(a)  sixty  (60)  days after receipt of the Offer Notice and (b) the end of such
period  for payment offered by the bona fide third-party transferor.  The holder
of  the  shares being repurchased shall cease to have any rights with respect to
such  shares  immediately  upon  receipt  of  the  repurchase  price.


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               (iii)  Exceptions.  Notwithstanding  the  foregoing provisions of
this  Section  6.1.9,  no notice of a proposed transfer shall be required and no
right  of  first refusal shall exist with respect to transfers, including sales,
to  an  optionee's children, grandchildren, or parents or to trusts, estates, or
custodianships  of  or for the account of an optionee or an optionee's children,
grandchildren,  or  parents;  provided,  however, that the transferee shall take
such  shares  subject  to  the  provisions  of  Sections  6.1.8.  and  6.1.9.

               (iv)     Termination  of  Company's  Right.  The  right  of first
refusal  set forth in this Section 6.1.9 shall terminate upon the earlier of the
consummation  of  an  underwritten public offering of the Company's Common Stock
registered  under  the  Securities  Act  of 1933 or the date on which the Common
Stock  is  registered  under  Section  12  of  the  Exchange  Act.

               (v)     No Limitation.  Nothing in this Section 6.1.9 shall limit
the  rights  of  the  Company  under  any repurchase right imposed under Section
6.1.8.

               (vi)     Conflict.  In the event that the terms of this paragraph
6.1.9  conflict  or  are  inconsistent  with  any provision in the Bylaws of the
Company,  the  terms  of  the  Bylaws  shall  control.

          6.1.10     Withholding  and Employment Taxes.  At the time of exercise
                     ---------------------------------
of  an  Option  (or  at  such  later  time(s) as the Company may prescribe), the
optionee shall remit to the Company in cash all applicable (as determined by the
Company in its sole discretion) federal and state withholding taxes.  The Option
Committee may, in the exercise of its sole discretion, permit an optionee to pay
some  or  all  of  such taxes by means of a promissory note on such terms as the
Option  Committee  deems  appropriate.  If authorized by the Option Committee in
its  sole discretion, and if the Option has been held for six months or more, an
optionee  may  elect  to  have  shares  of  Common Stock which are acquired upon
exercise of the Option withheld by the Company or to tender to the Company other
shares  of Common Stock or other securities of the Company owned by the optionee
on  the date of determination of the amount of tax to be withheld as a result of
the  exercise  of  such Option (the "Tax Date") to pay the amount of tax that is
required  by  law  to  be withheld by the Company as a result of the exercise of
such  Option,  provided  that the election satisfies the following requirements:

               (i) the election shall be irrevocable, shall be made at least six
months  before  the  Option exercise, and shall be subject to the disapproval of
the  Option Committee at any time before consummation of the Option exercise; or

               (ii)  the  election  shall be made in advance to take effect in a
subsequent  "window period" (as defined below) in which the Option is exercised,
and  the  Option  Committee shall approve the election when it is made or at any
time  thereafter  up  to  consummation  of  the  Option  exercise;  or


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               (iii)  the  election  shall  be  made  in a window period and the
approval  of  the Option Committee shall be given after the election is made and
within  the  same  window  period,  and the Option exercise shall be consummated
within  such  window  period;  or

               (iv)  shares  or  other  previously  owned  securities  shall  be
tendered (but stock shall not be withheld) at any time up to the consummation of
the  Option  exercise  (in which event, neither a prior irrevocable election nor
window  period  timing  shall  be  required).

     Notwithstanding  the  foregoing,  clauses  (ii)  and  (iii)  shall  not  be
available  until  the  Company has been subject to the reporting requirements of
the  Securities  Exchange  Act  of  1934  for  at  least  one  year.

     A  "window  period"  is  the  period  beginning  on  the third business day
following  the  date  of  release for publication of quarterly or annual summary
statements  of  sales and earnings and ending on the 12th business day following
such  date.  Any  securities  so  withheld  or  tendered  shall be valued by the
Company  as  of  the  Tax  Date.

          6.1.11     Other  Provisions.  Each Option granted under this Plan may
                     -----------------
contain  such  other  terms, provisions, and conditions not consistent with this
Plan  as  may  be determined by the Option Committee, and each ISO granted under
this  Plan  shall  include  such  provisions  and conditions as are necessary to
qualify  the Option as an "incentive stock option" within the meaning of Section
422  of  the  Code.

          6.1.12     Determination  of  Value.  For  purposes  of  the Plan, the
                     ------------------------
value  of Common Stock or other securities of the Company shall be determined as
follows:

               (i)  If  the  stock  of  the Company 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
Automated  Quotation  System,  its  fair market value shall be the closing sales
price  for  such  stock or the closing bid if no sale was reported, as quoted on
such system or exchange (or the largest such exchange) for the date the value is
to  be  determined  (or  if  there  is  no sale for such date, then for the last
preceding business day on which there was at least one sale), as reported in the
Wall  Street  Journal.
---------------------

               (ii)  If  the  stock  of  the  Company  is  regularly quoted by a
recognized  securities  dealer  but  selling  prices  are not reported, its fair
market value shall be the mean between the high bid and low asked prices for the
stock  on the date the value is to be determined (or if there is no quoted price
for  the date of grant,  then for the last preceding business day on which there
was  a  quoted  price).

               (iii)  If  the  stock  of  the Company is as described in Section
6.1.12(i)  or  (ii),  but  is restricted by law, contract, market conditions, or
otherwise as to salability or transferability, its fair market value shall be as
set  forth  in Section 6.1.12(i) or (ii), as appropriate, less, as determined by
the  Option Committee, an appropriate discount, based on the nature and terms of
the  restrictions.


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               (iv)  In  the absence of an established market for the stock, the
fair  market  value  thereof  shall  be determined by the Option Committee, with
reference to the Company's net worth, prospective earning power, dividend-paying
capacity, and other relevant factors, including the goodwill of the Company, the
economic  outlook  in  the  Company's  industry,  the  Company's position in the
industry  and  its  management, and the values of stock of other corporations in
the  same  or  a  similar  line  of  business.

          6.1.13     Option  Term.  No Option shall be exercisable more than ten
                     ------------
years after the date of grant, or such lesser period of time as set forth in the
option  agreement  (the  end of the maximum exercise period stated in the option
agreement is referred to in this Plan as the "Expiration Date").  No ISO granted
to  any  person who owns, directly or by attribution, stock possessing more than
ten  percent  of  the total combined voting power of all classes of stock of the
Company  of  any  Affiliate  ( a "Ten Percent Stockholder") shall be exercisable
more  than  five  years  after  the  date  of  grant.

          6.1.14     Exercise  Price.  The  exercise price of any Option granted
                     ---------------
to any Ten Percent Stockholder shall in no event be less than 110 percent of the
fair  market  value  (determined in accordance with Section 6.1.12) of the stock
covered  by  the  Option  at  the  time  the  Option  is  granted.

          6.1.15     Compliance  with Securities Laws.  The Company shall not be
                     --------------------------------
obligated  to  offer  or  sell  any shares upon exercise of an Option unless the
shares are at that time effectively registered or exempt from registration under
the  federal  securities laws and the offer and sale of the shares are otherwise
in  compliance with all applicable state and local securities laws.  The Company
shall  have  no  obligation  to register the shares under the federal securities
laws  or  take  whatever other steps may be necessary to enable the shares to be
offered and sold under federal or other securities laws.  Upon exercising all or
any portion of an Option, an optionee may be required to furnish representations
or  undertakings deemed appropriate by the Company to enable the offer  and sale
of  the  Option  shares or subsequent transfers of any interest in the shares to
comply  with  applicable  securities laws.  Stock certificates evidencing shares
acquired  upon  exercise of options shall bear any legend required by, or useful
for  purposes  of compliance with, applicable securities laws, this Plan, or the
option  agreement  evidencing  the  Option.

          6.2     Terms  and Conditions to Which Only NQOs Are Subject.  Options
                  ----------------------------------------------------
granted  under  this  Plan  which are designated as NQOs shall be subject to the
following  additional  terms  and  conditions:

               6.2.1     Exercise Price.  Except as set forth in Section 6.1.14,
                         --------------
the exercise price of a NQO shall not be less than 85 percent of the fair market
value (determined in accordance with Section 6.1.12) of the stock subject to the
Option  on  the  date  of  grant.

          6.3     Terms  and Conditions to Which Only ISOs Are Subject.  Options
                  ----------------------------------------------------
granted  under  this  Plan  which are designated as ISOs shall be subject to the
following  additional  terms  and  conditions:


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<PAGE>
               6.3.1     Exercise Price.  Except as set forth in Section 6.1.14,
                         --------------
the  exercise  price  of  an  ISO  shall  be  determined  in accordance with the
applicable  provisions  of  the Code and shall in no event be less than the fair
market value (determined in accordance with Section 6.1.12) of the stock covered
by  the  Option  at  the  time  the  Option  is  granted.

               6.3.2     Disqualifying  Dispositions.  If  stock  acquired  upon
                         ---------------------------
exercise  of  an  ISO is disposed of in a "disqualifying disposition" within the
meaning  of  Section 422 of the Code, the holder of the stock immediately before
the disposition shall notify the Company in writing of the date and terms of the
disposition  and  comply  with  any other requirements imposed by the Company in
order  to enable the Company to secure any related income tax deduction to which
it  is  entitled.

     7.     MANNER  OF  EXERCISE
            --------------------

          7.1     Notice of Exercise.  An optionee wishing to exercise an Option
                  ------------------
shall  give  written notice to the Company at its principal executive office, to
the  attention of the officer of the Company designated by the Option Committee,
accompanied  by payment of the exercise price as provided in Section 6.1.6.  The
date the Company receives written notice of an exercise hereunder accompanied by
payment  of  the  exercise  price and, if required, by payment of any federal or
state  withholding  or  employment  taxes  required  to be withheld by virtue of
exercise of the Option will be considered as the date such Option was exercised.

          7.2     Issuance  of  Certificates.  Promptly after receipt of written
                  --------------------------
notice  of  exercise  of  an  Option,  the Company shall, without stock issue or
transfer  taxes to the optionee or other person entitled to exercise the Option,
deliver  to  the optionee or such other person a certificate or certificates for
the  requisite  number  of  shares  of  stock.  Unless  the  Company  specifies
otherwise,  an  optionee  or  transferee  of  an  optionee  shall  not  have any
privileges  as  a  shareholder  with  respect to any stock covered by the Option
until  the  date  of  issuance of a stock certificate.  Subject to Section 6.1.1
hereof,  no adjustment shall be made for dividends or other rights for which the
record  date  is  prior  to  the  date  the  certificates  are  delivered.

     8.     EMPLOYMENT  RELATIONSHIP
            ------------------------

     Nothing  in  this Plan or any Option granted hereunder shall interfere with
or  limit  in  any  way the right of the Company or of  any of its Affiliates to
terminate  any  optionee's  employment at any time, nor confer upon any optionee
any  right  to  continue  in the employ of the Company or any of its Affiliates.

     9.     AMENDMENTS  TO  PLAN
            --------------------

     The  Board  may  amend  this  Plan  at any time.  Without the consent of an
optionee,  no  amendment  may  affect outstanding Options except to conform this
Plan  and  ISOs granted under this Plan to federal or other tax laws relating to
incentive stock options.  No amendment shall require shareholder approval unless
shareholder  approval  is  required to preserve incentive stock option treatment
for  tax  purposes or the Board otherwise concludes that shareholder approval is
advisable.


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     10.     SHAREHOLDER  APPROVAL:  TERM
             ----------------------------

     The  Board  of Directors of the Company adopted this Plan as of ___________
and  the Company's shareholders approved this Plan as of  __________.  This Plan
shall  terminate ten years after initial adoption by the Board unless terminated
earlier  by  the  Board.  The  Board may terminate this Plan without shareholder
approval.  No  Options  shall  be  granted  after  termination of this Plan, but
termination  shall  not  affect  rights  and  obligations under then-outstanding
Options.


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