Exhibit 10.14

                           STOCK OPTION PLAN


Article

I.          Purposes of the Plan
II.         Amount of Stock Subject to Plan
III.        Effective Date and Term of the Plan
IV.         Administration
V.          Eligibility
VI.         Limitation on Exercise of Incentive Options
VII.        Options: Price and Payment
VIII.       Use of Proceeds
IX.         Term of Options and Limitations on the Right of Exercise
X.          Exercise of Options
XI.         Nontransferability of Options and Stock Appreciation Rights
XII.        Termination of Directors, Employees and Independent
            Contractors
XIII.       Adjustment of Shares; Effect of Certain Transactions
XIV.        Right to Terminate Employees and Independent Contractors
XV.         Purchase for Investment
XVI.        Issuance of Certificates; Legends; Payment of Expenses
XVII.       Withholding Taxes
XVIII.      Listing of Shares and Related Matters
XIX.        Amendment of the Plan
XX.         Termination or Suspension of the Plan
XXI.        Governing Law
XXII.       Partial Invalidity



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                UNIVERSAL BROADBAND COMMUNICATIONS, INC.
                         2001 STOCK OPTION PLAN

                        I. PURPOSES OF THE PLAN

     1.01  Universal Broadband Communications, Inc., a Nevada corporation
("Company"), desires to provide to certain of its directors, employees
and independent contractors, and the directors, employees and independent
contractors of any subsidiary corporation or parent corporation of the
Company who are responsible for the continued growth of the Company, an
opportunity to acquire a proprietary interest in the Company, and,
therefore, to create in such directors, employees and independent
contractors an increased interest in, and a greater concern for, the
welfare of the Company.

     The Company, by this Universal Broadband Communications, Inc. 2001
Stock Option Plan (the "Plan"), desires to retain the services of persons
now serving in certain capacities and to secure the services of persons
capable of serving in similar capacities.

     1.02  The stock options ("Options") offered pursuant to the Plan are
a matter of separate inducement and are not in lieu of any salary or
other compensation for the services of any director, employee or
independent contractor.

     1.03  The Options are intended to be either incentive stock options
("Incentive Options") within the meaning of Section 422A of the Internal
Revenue Code of 1986, as amended (the "Code"), or options that do not
satisfy the requirements for Incentive Options ("Non-Qualified Options"),
but the Company makes no assurance, warranty or guarantee as to the
qualification of any Option as an Incentive Option.

                 II. AMOUNT OF STOCK SUBJECT TO THE PLAN

     2.01  The total number of shares of common stock of the Company
which may be purchased pursuant to the exercise of Options shall not
exceed, in the aggregate, four million (4,000,000) shares of the
authorized common stock, $.001 par value per share, of the Company (the
"Shares"); provided, however, in no event and at no time shall the number
of shares of common stock of the Company issuable upon exercise of all
outstanding Options pursuant to the Plan or any similar plan adopted by
the Board of Directors of the Company, exceed a number of shares which is
equal to thirty percent (30%) of the then outstanding shares of common
stock of the Company. For purposes of calculating that thirty percent
(30%), convertible preferred shares or convertible senior common shares
of the Company will be counted on an "as if converted" basis.

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     2.02  Shares which may be acquired pursuant to the Plan may be
either authorized but unissued Shares, Shares of issued stock held in the
Company's treasury, or both, at the discretion of the Company. If and to
the extent that Options expire or terminate without having been
exercised, new Options may be granted with respect to Shares subject to
such expired or terminated Options; provided, however, that the grant and
the terms of such new Options shall, in all respects, comply with the
provisions of the Plan.

                III. EFFECTIVE DATE AND TERM OF THE PLAN

     3.01  The Plan shall become effective on the date (the "Effective
Date") on which it is adopted by the Board of Directors of the Company
(the "Board of Directors"); provided, however, that if the Plan is not
approved by a vote of the shareholders of the Company within twelve (12)
months before or after the Effective Date, the Plan and any Options
granted shall terminate.

     3.02  The Company may, from time to time during the period beginning
on the Effective Date and ending on November 30, 2005 ("Termination
Date"), grant Options to persons eligible to participate in the Plan,
pursuant to the terms of the Plan. Options granted prior to the
Termination Date may extend beyond that date, in accordance with the
terms thereof.

     3.03  As used in the Plan, the terms "subsidiary corporation" and
"parent corporation" shall have the meanings ascribed to such terms,
respectively, in Sections 425(f) and 425(e) of the Code.

     3.04  A director, employee or independent contractor to whom Options
are granted may be referred to herein as a "Participant."

                           IV. ADMINISTRATION

     4.01  The Board of Directors shall designate an Option Committee
(the "Committee") which shall consist of no fewer than two (2) and no
more than three (3) directors, each of whom shall be a "disinterested
person" within the meaning of Rule 16b-3 (or any successor rule or
regulation) promulgated pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), to administer the Plan. A majority of
the members of the Committee shall constitute a quorum, and the act of a
majority of the members of the Committee shall be the act of the
Committee. Any member of the Committee may be removed at any time either
with or without cause by resolution adopted by the Board of Directors,
and any vacancy on the Committee may at any time be filled by resolution
adopted by the Board of Directors.

     4.02  Any or all powers and functions of the Committee may, at any
time and from time to time, be exercised by the Board of Directors;
provided, however, that, with respect to the participation in the Plan by
members of the Board of Directors, such powers and functions of the
Committee may be exercised by the Board of Directors only

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if, at the time of such exercise, a majority of the members of the Board
of Directors, as the case may be, and a majority of the directors acting
in the particular matter, are "disinterested persons" within the meaning
of Rule 16b-3 (or any successor rule or regulation) promulgated pursuant
to the Exchange Act. Any reference in the Plan to the Committee shall be
deemed also to refer to the Board of Directors, to the extent that the
Board of Directors is exercising any of the powers and functions of the
Committee.

     4.03  Subject to the express provisions of the Plan, the Committee
shall have the authority, in its discretion,

     (i)  to determine the directors, employees and independent
          contractors to whom Options shall be granted, the time when
          such Options shall be granted, the number of Shares which shall
          be subject to each Option; the purchase price or exercise price
          of each Share which shall be subject to each Option, the
          period(s) during which such Options shall be exercisable
          (whether in whole or in part), and the other terms and
          provisions of the respective Options (which need not be
          identical);

     (ii) to construe the Plan and Options;

    (iii) to prescribe, amend and rescind rules and regulations relating
          to the Plan; and

     (iv) to make all other determinations necessary or advisable for
          administering the Plan.

     4.04  Without limiting the generality of the foregoing, the
Committee also shall have the authority to require, in its discretion, as
a condition of the granting of any Option, that any Participant agree (i)
not to sell or otherwise dispose of Shares for a period of twelve (12)
months following the date of acquisition of such Shares and (ii) that in
the event of termination of directorship, employment, term of any
independent contractor relationship or agreement, or term of any
consulting relationship agreement of such Participant, other than as a
result of dismissal without cause, such Participant will not, for a
period to be determined at the time of the grant of the Option, enter
into any employment or participate, directly or indirectly, in any
business or enterprise which is competitive with the business of the
Company or any subsidiary corporation or parent corporation of the
Company, or enter into any employment or participate, directly or
indirectly, in any business or enterprise in which such person will be
requested to utilize special knowledge obtained by directorship,
employment, or during the term of any independent contractor relationship
or agreement, or during the term of any consulting relationship agreement
with the Company or any subsidiary corporation or parent corporation
thereof.

     The determination of the Committee on matters referred to in this
Article IV shall be conclusive.

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     4.05  The Committee may employ such legal counsel, consultants and
agents as it may deem desirable for the administration of the Plan and
may rely upon any opinion received from any such counsel or consultant
and any computation received from any such consultant or agent. Expenses
incurred by the Committee in the engagement of such counsel, consultant
or agent shall be paid by the Company. No member or former member of the
Committee or of the Board of Directors shall be liable for any action or
determination made in good faith with respect to the Plan or any Option.

                             V. ELIGIBILITY

     5.01  Non-Qualified Options may be granted only to directors,
employees and independent contractors of the Company, or of any
subsidiary corporation or parent corporation of the Company now existing
or hereafter formed or acquired, except as hereinafter provided. Any
person who shall have retired from active employment by the Company,
including such person who entered into an independent contractor
agreement with the Company, shall also be eligible to receive an Option.

             VI. LIMITATION ON EXERCISE OF INCENTIVE OPTIONS

     6.01  Except as otherwise provided pursuant to the Code, to the
extent that the aggregate fair market value of Shares with respect to
which Incentive Options are exercisable for the first time by an employee
or independent contractor during any calendar year (pursuant to all stock
options plans of the Company and any parent corporation or subsidiary
corporation of the Company) exceeds One Hundred Thousand Dollars
($100,000.00), such Options shall be treated as Non-Qualified Options.
For purposes of this limitation, (i) the fair market value of Shares
shall be determined as of the time the underlying Option is granted, and
(ii) the limitation will be applied by taking into account Options in the
order in which they were granted.



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                     VII. OPTIONS: PRICE AND PAYMENT

     7.01  The purchase price for each Share shall be such amount as the
Committee shall, in its best judgment, determine to be not less than
eighty-five percent (85%) of the fair market value per Share on the date
the underlying Option is granted; provided, however, that in the case of
any Option granted to a Participant who, at the time such Option is
granted, owns stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or of any
subsidiary corporation or parent corporation of the Company, the purchase
price for each Share shall be such amount as the Committee shall, in its
best judgment, determine to be not less than one hundred ten percent
(110%) of the fair market value per Share at the date such Option is
granted.

     7.02  If the Shares are listed on a national securities exchange in
the United States on any date on which the fair market value per Share is
to be determined, the fair market value per Share shall be deemed to be
the average of the high and low quotations at which such Shares are sold
on such national securities exchange on such date. If the Shares are
listed on a national securities exchange in the United States of America
on such date but the Shares are not traded on such date, or such national
securities exchange is not open for business on such date, the fair
market value per Share shall be determined as of the closest preceding
date on which such exchange shall have been open for business and the
Shares were traded. If the Shares are listed on more than one national
securities exchange in the United States of America on the date any such
Option is granted, the Committee shall determine which national
securities exchange shall be used for the purpose of determining the fair
market value per Share.

     7.03  If a public market exists for the Shares on any date on which
the fair market value per Share is to be determined, but the Shares are
not listed on a national securities exchange in the United States of
America, the fair market value per Share shall be deemed to be the
closing bid quotation in the over-the-counter market for the Shares on
such date. If there are no bid quotations for the Shares on such date,
the fair market value per Share shall be deemed to be the closing bid
quotation in the over-the-counter market for the Shares on the closest
date preceding such date for which such quotation is available.

     7.04  If no public market exists for the Shares on any date on which
the fair market value per Share is to be determined, the Committee shall,
in its sole discretion and best judgment, determine the fair market value
of a Share.  For purposes of the Plan, the determination by the Committee
of the fair market value of a Share shall be conclusive.

7.05 Upon the exercise of an Option, the Company shall cause the
purchased Shares to be issued only when the Company shall have received
the full and complete purchase price for the Shares in cash or by
certified check; provided, however, that in lieu of cash or certified
check, the Participant may (if and to the extent the terms of the Option,
as specified by the Committee, in its sole discretion, so provide, and to
the extent

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permitted by applicable law), exercise an Option in whole or in part, by
delivering to the Company a promissory note, in form acceptable to the
Committee, or otherwise pay the exercise price for such Shares, in whole
or in part, by compensation for services rendered (the fair value of such
services having been determined by the Board of Directors or the
Committee).

                          VIII. USE OF PROCEEDS

     8.01  The cash proceeds of the sale of Shares are to be added to the
general funds of the Company and used for the Company's general corporate
purposes as the Board of Directors shall determine.

                  IX.  TERM OF OPTIONS AND LIMITATIONS
                        ON THE RIGHT OF EXERCISE

     9.01  Any Option shall be exercisable at such times, in such amounts
and during such period or periods as the Committee shall determine at the
date of the grant of such Option; provided, however, that an Incentive
Option shall not be exercisable after the expiration of five (5) years
from the date such Incentive Option is granted; and provided, further,
however, that, in the event that an Incentive Option granted to a
Participant who, at the time such Option is granted, owns 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 of any subsidiary
corporation or parent corporation of the Company, such Incentive Option
shall not be exercisable after the expiration of three (3) years from the
date such Incentive Option is granted.

     9.02  Subject to the provisions of Article XX of the Plan, the
Committee shall have the right to accelerate, in whole or in part, from
time to time, conditionally or unconditionally, rights to exercise any
Option.

     9.03  To the extent that an Option is not exercised within the
period of exerciseability specified herein, such Option shall expire as
to the then unexercised part. In no event shall an Option be exercisable
for a fraction of a Share.

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                         X. EXERCISE OF OPTIONS

     10.01  Any Option shall be exercised by the Participant holding such
Option as to all or part of the Shares contemplated by such Option by
giving written notice of such exercise to the Secretary of the Company at
the principal business office of the Company, specifying the number of
Shares to be purchased and specifying a business day not more than
fifteen (15) days from the date such notice is given, for the payment of
the purchase price for delivery of the Shares being purchased. Subject to
the terms of Articles XV, XVII and XVIII of the Plan, the Company shall
cause certificates for the Shares so purchased to be delivered to the
Participant at the principal business office of the Company, in exchange
for payment of the full and complete purchase price, as specified in
Section 7.05 of the Plan, on the date specified in the notice of
exercise.

                   XI.  NONTRANSFERABILITY OF OPTIONS
                      AND STOCK APPRECIATION RIGHTS

     11.01  No Option shall be transferable, whether by operation of law
or otherwise, other than by Will or the laws of descent and distribution.
Each Option shall be exercisable, during the lifetime of the Participant,
only by such Participant.

                XII. TERMINATION OF DIRECTORS, EMPLOYEES
                       AND INDEPENDENT CONTRACTORS

     12.01 Upon termination of the directorship, employment, term of any
independent contractor relationship or agreement, or term of any
consulting relationship agreement of any Participant with the Company and
any subsidiary corporations and parent corporations of the Company now
existing or hereafter formed or acquired, and unless specified to the
contrary in the respective Stock Option Agreement to which the Company
and such Participant are parties and which relates to such Option, any
Option previously granted to such Participant, shall, to the extent not
theretofore exercised, terminate and become null and void, provided that:

     (a)  if such Participant shall die while serving as a director,
          while in the employ of such corporation, during the term of any
          independent contractor relationship or agreement, or during the
          term of any consulting relationship agreement or during either
          the three (3) month or one (1) year period, whichever is
          applicable, specified in clause (b) below and at a time when
          such Participant was entitled to exercise an Option as
          specified in the Plan, the legal representative of such
          Participant, or such person who acquired such Option by bequest
          or inheritance or by reason of the death of such Participant,
          may, not later than one (1) year from the date of death of such
          Participant, exercise such Option, to the extent not
          theretofore exercised, in respect of any or all of such number
          of Shares as specified by the Committee in such Option; and

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     (b)  if the directorship, employment, term of any independent
          contractor relationship or agreement, or term of any consulting
          relationship agreement with any Participant to whom such Option
          shall have been granted shall terminate by reason of the
          Participant's retirement (at such age or upon such conditions
          as shall be specified by the Committee), disability (as
          described in Section 22(e)(3) of the Code) or dismissal by the
          Company or any subsidiary corporation or parent corporation of
          the Company now existing or hereafter formed or acquired other
          than for cause (as defined below), and while such Participant
          is entitled to exercise such Option, as herein provided, such
          Participant shall have the right to exercise such Option, to
          the extent not theretofore exercised, for any or all of such
          number of Shares as specified by the Committee in such Option,
          at any time up to and including (i) three (3) months after the
          date of such termination of directorship, employment, term of
          any independent contractor relationship or agreement, or term
          of any consulting relationship agreement in the event of
          termination because of retirement or dismissal other than for
          cause and (ii) one (1) year after the date of termination of
          directorship, employment, term of any independent contractor
          relationship or agreement, or term of any consulting
          relationship agreement in the event of termination because of
          disability.

     In no event, however, shall any person be entitled to exercise any
Option after the expiration of the period of exerciseability of such
Option specified in the agreement granting such Option.

     12.02  If a Participant voluntarily terminates his directorship,
employment, term of any independent contractor relationship or agreement,
or term of any consulting relationship agreement, or is discharged for
cause, unless specified to the contrary in the respective Stock Option
Agreement to which the Company and such Participant are parties, and
which relates to such Option, any Option shall forthwith terminate with
respect to any unexercised portion thereof.

     12.03  If an Option shall be exercised by the legal representative
of a deceased Participant, or by a person who acquired an Option by
bequest or inheritance or because of the death of any Participant,
written notice of such exercise shall be accompanied by a certified copy
of letter testamentary or equivalent proof of the right of such legal
representative or other person to exercise such Option.

     12.04  For the purposes of the Plan, the term "for cause" shall mean
and be defined as (i) with respect to an employee who is a party to a
written agreement with, or, alternatively, participates in a compensation
or benefit plan of the Company or a subsidiary corporation or parent
corporation of the Company now existing or hereafter formed or acquired,
which agreement or plan specifies a definition of "for cause" or "cause"
(or words of similar meaning) for purposes of termination of employment
pursuant thereto by the Company or such subsidiary corporation or parent
corporation of

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the Company, "for cause" or "cause" as defined in the most recent of such
agreements or plans; or (ii) a party to any independent contractor
relationship or agreement or any consulting relationship or agreement,
whether oral or written; or (iii) in all other situations, as determined
by the Board of Directors, in its sole discretion, (a) the willful
commission by an employee or independent contractor of a criminal or
other act that causes or probably will cause substantial economic damage
to the Company or any such subsidiary corporation or parent corporation
of the Company or substantial injury or damage to the business reputation
of the Company or any such subsidiary corporation or parent corporation
of the Company; (b) the commission by an employee or independent
contractor of an act of fraud in the performance of such employee's
duties on behalf of the Company or any such subsidiary corporation or
parent corporation of the Company; (c) the continuing willful failure of
an employee or independent contractor to perform the duties of such
employee or independent contractor to the Company or any such subsidiary
corporation or parent corporation of the Company (other than such failure
resulting from the employee's or independent contractor's incapacity
because of physical or mental illness) after written notice thereof
(specifying the particulars thereof in reasonable detail) and a
reasonable opportunity to be heard and cure such failure are given to the
employee or independent contractor by the Board of Directors; or (d) the
order of a court of competent jurisdiction requiring the termination of
the employee's employment, or term of any independent contractor
relationship or agreement, or term of any consulting relationship
agreement. For purposes of the Plan, no act, or failure to act, on the
employee's or independent contractor's part shall be considered "willful"
unless done or omitted to be done by the employee or independent
contractor not in good faith and without reasonable belief that the
employee's or independent contractor's action or omission was in the best
interests of the Company or a subsidiary corporation or parent
corporation of the Company now existing or hereafter formed or acquired.

     12.05  For the purposes of the Plan, an employment relationship
shall be deemed to exist between a person and the Company if, at the time
of the determination, such person was an "employee" of the Company for
purposes of Section 422A(a) of the Code. If a person is on maternity,
military, or sick leave or other bona fide leave of absence, such person
shall be considered an "employee" for purposes of the exercise of an
Option and shall be entitled to exercise such Option during such leave if
the period of such leave does not exceed ninety (90) days, or, if longer,
if such person's right to reemployment with the Company is guaranteed
either by statute or by contract. If the period of leave exceeds ninety
(90) days, the employment relationship shall be deemed to have terminated
on the ninety-first (91st) day of such leave, unless such person's right
to reemployment is guaranteed by statute or contract.

     12.06  An employee or independent contractor shall not be deemed
terminated by reason of (i) the transfer of a Participant from the
Company to a subsidiary corporation or a parent corporation of the
Company now existing or hereafter formed or acquired or (ii) the transfer
of a Participant from a subsidiary corporation or a parent corporation of
the Company now existing or hereafter formed or acquired by the Company
or by another subsidiary corporation or parent corporation of the
Company.

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       XIII. ADJUSTMENT OF SHARES; EFFECT OF CERTAIN TRANSACTIONS

     13.01  In the event of any change in the issued and outstanding
shares of the Company's common stock as a result of merger,
consolidation, reorganization, recapitalization, stock dividend, stock
split, split-up, split-off, spin-off, combination or exchange of shares,
or other similar change in capital structure of the Company, an
adjustment shall be made to each outstanding Option such that such Option
shall thereafter be exercisable for such securities, cash or other
property as would have been received in respect of the Shares subject to
such Option had such Option been exercised in full immediately prior to
such change, and such an adjustment shall be made successively each time
any such change shall occur. The term "Shares" after any such change
shall refer to the securities, cash or property then receivable upon
exercise of an Option. In addition, in the event of any such change, the
Committee shall make any additional adjustment as may be appropriate to
accommodate the (i) maximum number of Shares subject to the Plan; (ii)
maximum number of Shares, if any, for which Options may be granted to any
one employee or independent contractor; and (iii) number of Shares and
price per Share subject to issued and outstanding Options as shall be
appropriate to prevent any reduction or increase of rights pursuant to
such Options, and the determination of the Committee as to these matters
shall be conclusive. Notwithstanding the foregoing, (i) each such
adjustment with respect to an Incentive Option shall comply with the
rules of Section 425(a) of the Code, and (ii) each such adjustment shall
comply with the rules of Section 422A of the Code.

     13.02  For purposes of the Plan, a "change in control" of the
Company occurs if (a) any "person" (defined as such term is used in
Sections 13(d) and 14(d)(2) of the Exchange Act, as amended); other than
a current shareholder, is or becomes the beneficial owner, directly or
indirectly, of securities of the Company representing ten percent (10%)
or more of the combined voting power of the Company's issued and
outstanding securities then entitled to vote for the election of
directors; or (b) during any period of two (2) consecutive years, persons
who at the beginning of such period constitute the Board of Directors
cease, for any reason, to constitute, at least, a majority thereof; or
(c) the Board of Directors shall approve the sale of all or substantially
all of the assets of the Company or any merger, consolidation, issuance
of securities or purchase of assets, the result of which would be the
occurrence of any event described in clause (a) or (b) of this section.

     13.03  In the event of a change in control of the Company (defined
above), the Committee, in its discretion, may determine that all of the
then issued and outstanding Options shall immediately become exercisable.

<PAGE>
                    XIV. RIGHT TO TERMINATE EMPLOYEES
                       AND INDEPENDENT CONTRACTORS

     14.01  The Plan shall not impose any obligation on the Company or on
any subsidiary corporation or parent corporation of the Company now
existing or hereafter formed to continue the retention of any
Participant; and it shall not impose any obligation on the part of any
Participant to remain in the employ of the Company or of any such
subsidiary corporation or parent corporation.

                       XV. PURCHASE FOR INVESTMENT

     15.01  Except as provided otherwise in the Plan, a Participant
shall, upon any exercise of an Option, execute and deliver to the Company
a written statement, in form satisfactory to the Company, in which such
Participant represents and warrants that such Participant is purchasing
or acquiring the Shares acquired pursuant thereto for such Participant's
own account, for investment only and not with an intention of the resale
or distribution of the Shares, and agrees that any subsequent offer for
sale, sale, or distribution of any of such Shares shall be made only
pursuant to either (a) a Registration Statement on an appropriate form
pursuant to the Securities Act of 1933, as amended (the "Securities
Act"), which Registration Statement has become effective and is current
with regard to the Shares being offered or sold, or (b) a specific
exemption from the registration requirements of the Securities Act, but
in claiming such exemption the holder shall, if so requested by the
Company, prior to any offer for sale or sale of such Shares, obtain a
prior favorable written opinion, in form and substance satisfactory to
the Company and its counsel, from counsel for or approved by the Company,
as to the applicability of such exemption. The foregoing restriction
shall not apply to (i) issuances of Shares by the Company if the Shares
being issued are registered pursuant to the Securities Act and a
prospectus in respect thereof is current and delivered or (ii)
reofferings of Shares by affiliates of the Company (as defined in Rule
405 or any successor rule or regulation promulgated pursuant to the
Securities Act) if the Shares being reoffered are registered pursuant to
the Securities Act and a prospectus in respect thereof is current and
delivered.

       XVI. ISSUANCE OF CERTIFICATES; LEGENDS; PAYMENT OF EXPENSES

     16.01  Upon any exercise of an Option and payment of the exercise
price therefor, a certificate or certificates for the Shares as to which
such Option has been exercised shall be issued by the Company in the name
of the person exercising such Option and shall be delivered to or upon
the order of such person.

     16.02  The Company may endorse such legend or legends upon the
certificates for Shares issued upon exercise of an Option and may issue
such "stop transfer" instructions to the Company's transfer agent in
respect of such Shares as, in the discretion of the Board of Directors,
the Company determines to be necessary or appropriate to (i) prevent a
violation of, or to perfect an exemption from, the registration and
prospectus delivery requirements of the Securities Act, (ii) implement
the provisions of the Plan and any agreement between the Company and any
Participant with respect to such Shares, or (iii) permit the Company to
determine the occurrence of a disqualifying disposition, within

<PAGE>
the meaning of Section 421(b) of the Code, of Shares transferred upon
exercise of an Incentive Option.

     16.03  The Company shall pay all issue or transfer taxes with
respect to the issuance or transfer of Shares, and all fees and expenses
incurred by the Company in connection with such issuance or transfer.
All Shares issued shall be fully paid and non-assessable to the extent
permitted by law.

                         XVII. WITHHOLDING TAXES

     17.01  The Company may require an employee or independent contractor
exercising a Non-Qualified Option or disposing of Shares acquired
pursuant to the exercise of an Incentive Option in a disqualifying
disposition (within the meaning of Section 421(b) of the Code), to
reimburse the Company for any taxes required by any government to be
withheld or otherwise deducted and paid by the Company in respect of the
issuance or disposition of such Shares. In lieu thereof, the Company
shall have the right to withhold the amount of such taxes from any other
amounts due or to become due from the Company to the employee or
independent contractor upon such terms and conditions as the Committee
shall prescribe. The Company may, in its sole discretion, hold the stock
certificate to which such employee or independent contractor is entitled
upon the exercise of an Option as security for the payment of such
withholding tax liability, until cash sufficient to pay that liability
has been accumulated.

              XVIII. LISTING OF SHARES AND RELATED MATTERS

     18.01  If, at any time, the Board of Directors shall determine, in
its discretion, that the listing, registration or qualification of the
Shares upon any national securities exchange or pursuant to any state or
federal law, or the consent or approval of any governmental regulatory
agency, is necessary or desirable as a condition of, or in connection
with, the sale or purchase of Shares, no Shares shall be issued unless
and until such listing, registration, qualification, consent or approval
shall have been effected or obtained, or otherwise provided for, free of
any conditions not acceptable to the Board of Directors.

                       XIX. AMENDMENT OF THE PLAN

     19.01  The Board of Directors or the Committee may, from time to
time, amend the Plan, provided that, notwithstanding anything to the
contrary in the Plan, no amendment shall be made, without the approval of
the shareholders of the Company, that will (i) increase the total number
of shares of the Company's common stock reserved for Options (other than
an increase resulting from an adjustment provided for in Article XIII),
(ii) reduce the exercise price of any Incentive Option to an amount less
than the price required by Article VII, (iii) modify the provisions of
the Plan relating to eligibility, or (iv) materially increase the
benefits accruing to Participants pursuant to the Plan. The Board of
Directors or the Committee shall be authorized to amend the Plan and the

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Options to permit the Incentive Options to qualify as "incentive stock
options" within the meaning of Section 422A of the Code. The rights and
obligations pursuant to any Option granted before amendment of the Plan
or any unexercised portion of such Option shall not be adversely affected
by amendment of the Plan or such Option without the consent of the holder
of such Option.

                XX. TERMINATION OR SUSPENSION OF THE PLAN

     20.01  The Board of Directors or the Committee may, at any time and
for any or no reason, suspend or terminate the Plan. The Plan, unless
sooner terminated pursuant to Article III of the Plan or by action of the
Board of Directors, shall terminate at the close of business on the
Termination Date. An Option may not be granted while the Plan is
suspended or after the Plan is terminated. Options granted while the Plan
is in effect shall not be altered or impaired by suspension or
termination of the Plan, except upon the consent of the person to whom
the Option was granted. The power of the Committee pursuant to Article IV
of the Plan to construe and administer any Options granted prior to the
termination or suspension of the Plan shall continue after such
termination or during such suspension.

                           XXI. GOVERNING LAW

     21.01 The Plan, the Options and all related matters shall be
governed by, and construed and enforced in accordance with, the laws of
the State of California, as from time to time amended.

                        XXII. PARTIAL INVALIDITY

     22.01  The invalidity or illegality of any provision of the Plan
shall not be deemed to affect the validity of any other provision of the
Plan.