EXHIBIT 10.12


                                SUMMEDIA.COM INC.
                             2000 STOCK OPTION PLAN

1.       Purpose; Effectiveness of the Plan.

         (a)      The purpose of this Plan is to advance the interests of the
                  Company and its stockholders by helping the Company obtain and
                  retain the services of employees, officers, consultants, and
                  directors, upon whose judgment, initiative and efforts the
                  Company is substantially dependent, and to provide those
                  persons with further incentives to advance the interests of
                  the Company.

         (b)      This Plan will become effective on the date of its adoption by
                  the Board, provided the Plan is approved by the stockholders
                  of the Company (excluding holders of shares of Stock issued by
                  the Company pursuant to the exercise of options granted under
                  this Plan) within twelve months before or after that date. If
                  the Plan is not so approved by the stockholders of the
                  Company, any options granted under this Plan will be rescinded
                  and will be void. This Plan will remain in effect until it is
                  terminated by the Board or the Committee (as defined
                  hereafter) under section 9 hereof, except that no ISO (as
                  defined herein) will be granted after the tenth anniversary of
                  the date of this Plan's adoption by the Board. This Plan will
                  be governed by, and construed in accordance with, the laws of
                  the State of Colorado.

2.       Certain Definitions. Unless the context otherwise requires, the
         following defined terms (together with other capitalized terms defined
         elsewhere in this Plan) will govern the construction of this Plan, and
         of any stock option agreements entered into pursuant to this Plan:

         (a)      "10% Stockholder" means a person who owns, either directly or
                  indirectly by virtue of the ownership attribution provisions
                  set forth in Section 424(d) of the Code at the time he or she
                  is granted an Option, stock possessing more than ten percent
                  (10%) of the total combined voting power or value of all
                  classes of stock of the Company and/or of its subsidiaries;

         (b)      "1933 Act" means the federal Securities Act of 1933, as
                  amended;

         (c)      "1934 Act" means the federal Securities Exchange Act of 1934,
                  as amended;

         (d)      "Board" means the Board of Directors of the Company;

         (e)      "Called for under an Option," or words to similar effect,
                  means issuable pursuant to the exercise of an Option;

         (f)      "Code" means the Internal Revenue Code of 1986, as amended
                  (references herein to Sections of the Code are intended to
                  refer to Sections of the Code as enacted at the time of this
                  Plan's adoption by the Board and as subsequently amended, or
                  to any substantially similar successor provisions of the Code
                  resulting from recodification, renumbering or otherwise);

         (g)      "Committee" means a committee of two or more Disinterested
                  Directors, appointed by the Board, to administer and interpret
                  this Plan; provided that the term "Committee" will refer to
                  the Board during such times as no Committee is appointed by
                  the Board;

         (h)      "Company" means Summedia.com Inc., a Colorado corporation;

         (i)      "Disability" has the same meaning as "permanent and total
                  disability," as defined in Section 22(e)(3) of the Code;

         (j)      "Disinterested Director" means a member of the Board who is
                  not during the period of one year prior to his or her service
                  as an administrator of the Plan, or during the period of such
                  service, granted or awarded Stock, options to acquire Stock,
                  or similar equity securities of the Company under this Plan or
                  any similar plan of the Company;

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         (k)      "Eligible Participants" means persons who, at a particular
                  time, are employees, officers or directors of the Company or
                  its subsidiaries, and shall include:

                  (i)      an individual who is considered an employee under the
                           Income Tax Act (Canada) (ie, for whom deductions must
                           be made at source);

                  (ii)     an individual who is a full-time dependent
                           contractor, that is one who works full-time for the
                           Company providing services normally provided by an
                           employee and is subject to the same control and
                           direction by the Company over the detail and methods
                           of work as an employee of the Company, but for whom
                           income tax deduction are not made at source; and

                  (iii)    a part-time dependent contractor, that is an
                           individual who works for the Company on a continuing
                           and regular basis for a minimum amount of time per
                           week providing services normally provided by an
                           employee and is subject to the same control and
                           direction by the Company over the details and methods
                           of work as an employee of the Company, but for whom
                           income tax deductions are not made at source;

         (l)      "Eligible Participants" means persons who, at a particular
                  time, are employees, officers or directors of the Company or
                  its subsidiaries, and shall include:

                  (i)      If the Stock was traded on a stock exchange on the
                           date in question, then the Fair Market Value will be
                           equal to the closing price reported by the applicable
                           composite-transactions report for such date;

                  (ii)     If the Stock was traded over-the-counter on the date
                           in question and was classified as a national market
                           issue, then the Fair Market Value will be equal to
                           the last-transaction price quoted by the NASDAQ
                           system for such date;

                  (iii)    If the Stock was traded over-the-counter on the date
                           in question but was not classified as a national
                           market issue, then the Fair Market Value will be
                           equal to the average of the last reported
                           representative bid and asked prices quoted by the
                           NASDAQ system for such date; and

                  (iv)     If none of the foregoing provisions is applicable,
                           then the Fair Market Value will be determined by the
                           Committee in good faith on such basis as it deems
                           appropriate.

         (m)      "ISO" has the same meaning as "incentive stock option," as
                  defined in Section 422 of the Code;

         (n)      "Just Cause Termination" means a termination by the Company of
                  an Optionee's employment by and/or service to the Company (or
                  if the Optionee is a Director, removal of the Optionee from
                  the Board by action of the stockholders or, if permitted by
                  applicable law and the by-laws of the Company, the other
                  Directors), in connection with the determination by the
                  Company (or of the Company's stockholders if the Optionee is a
                  Director and the removal of the Optionee from the Board is by
                  action of the stockholders, but in either case excluding the
                  vote of the Optionee if he or she is a Director or a
                  stockholder) that the Optionee has engaged in any acts
                  involving dishonesty or moral turpitude or in any acts that
                  materially and adversely affect the business, affairs or
                  reputation of the Company or its subsidiaries;

         (o)      "NSO" means any option granted under this Plan whether
                  designated by the Committee as a "non-qualified stock option,"
                  a "non-statutory stock option" or otherwise, other than an
                  option designated by the Committee as an ISO, or any option so
                  designated but which, for any reason, fails to qualify as an
                  ISO pursuant to Section 422 of the Code and the rules and
                  regulations thereunder;

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         (p)      "Option" means an option granted pursuant to this Plan
                  entitling the option holder to acquire shares of Stock issued
                  by the Company pursuant to the valid exercise of the option;

         (q)      "Option Agreement" means an agreement between the Company and
                  an Optionee, in form and substance satisfactory to the
                  Committee in its sole discretion, consistent with this Plan;

         (r)      "Option Price" with respect to any particular Option means the
                  exercise price at which the Optionee may acquire each share of
                  the Option Stock called for under such Option;

         (s)      "Option Stock" means Stock issued or issuable by the Company
                  pursuant to the valid exercise of an Option;

         (t)      "Optionee" means an Eligible Participant to whom Options are
                  granted hereunder, and any transferee thereof pursuant to a
                  Transfer authorized under this Plan;

         (u)      "Plan" means this 2000 Stock Option Plan of the Company;

         (v)      "QDRO" has the same meaning as "qualified domestic relations
                  order" as defined in Section 414(p) of the Code;

         (w)      "Stock" means shares of the Company's Common Stock, $.01 par
                  value;

         (x)      "Subsidiary" has the same meaning as "Subsidiary Corporation"
                  as defined in Section 424(f) of the Code;

         (y)      "Transfer," with respect to Option Stock, includes, without
                  limitation, a voluntary or involuntary sale, assignment,
                  transfer, conveyance, pledge, hypothecation, encumbrance,
                  disposal, loan, gift, attachment or levy of such Option Stock,
                  including without limitation an assignment for the benefit of
                  creditors of the Optionee, a transfer by operation of law,
                  such as a transfer by will or under the laws of descent and
                  distribution, an execution of judgment against the Option
                  Stock or the acquisition of record or beneficial ownership
                  thereof by a lender or creditor, a transfer pursuant to a
                  QDRO, or to any decree of divorce, dissolution or separate
                  maintenance, any property settlement, any separation agreement
                  or any other agreement with a spouse (except for estate
                  planning purposes) under which a part or all of the shares of
                  Option Stock are transferred or awarded to the spouse of the
                  Optionee or are required to be sold; or a transfer resulting
                  from the filing by the Optionee of a petition for relief, or
                  the filing of an involuntary petition against such Optionee,
                  under the bankruptcy laws of the United States or of any other
                  nation.

         (z)      All references to currency in this Plan shall refer to United
                  States dollars.

3.       Eligibility. The Company may grant Options under this Plan only to
         persons who are Eligible Participants as of the time of such grant.
         Subject to the provisions of sections 4(d), 5 and 6 hereof, there is no
         limitation on the number of Options that may be granted to an Eligible
         Participant.

4.       Administration.

         (a)      Committee. The Committee, if appointed by the Board, will
                  administer this Plan. If the Board, in its discretion, does
                  not appoint such a Committee, the Board itself will administer
                  this Plan and take such other actions as the Committee is
                  authorized to take hereunder; provided that the Board may take
                  such actions hereunder in the same manner as the Board may
                  take other actions under the Company's Articles of
                  Incorporation and by-laws generally.

         (b)      Authority and Discretion of Committee. The Committee will have
                  full and final authority in its discretion, at any time and
                  from time to time, subject only to the express terms,
                  conditions and other provisions of the Company's Articles of
                  Incorporation, by-laws and this Plan, and the specific
                  limitations on such discretion set forth herein:

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                  (i)      to select and approve the persons who will be granted
                           Options under this Plan from among the Eligible
                           Participants, and to grant to any person so selected
                           one or more Options to purchase such number of shares
                           of Option Stock as the Committee may determine;

                  (ii)     to determine the period or periods of time during
                           which Options may be exercised, the Option Price and
                           the duration of such Options, and other matters to be
                           determined by the Committee in connection with
                           specific Option grants and Options Agreements as
                           specified under this Plan;

                  (iii)    to interpret this Plan, to prescribe, amend and
                           rescind rules and regulations relating to this Plan,
                           and to make all other determinations necessary or
                           advisable for the operation and administration of
                           this Plan; and

                  (iv)     to delegate all or a portion of its authority under
                           subsections (i) and (ii) of this section 4(b) to one
                           or more Directors of the Company who are executive
                           officers of the Company, but only in connection with
                           Options granted to Eligible Participants who are not
                           subject to the reporting and liability provisions of
                           Section 16 of the Securities Exchange Act of 1934, as
                           amended, and the rules and regulations thereunder,
                           and subject to such restrictions and limitations
                           (such as the aggregate number of shares of Option
                           Stock called for by such Options that may be granted)
                           as the Committee may decide to impose on such
                           delegate Directors.

         (c)      Limitation on Authority. Notwithstanding the foregoing, or any
                  other provision of this Plan, the Committee will have no
                  authority to grant Options to any of its members, unless such
                  grant is also approved by a majority of the Board of Directors
                  who are not members of the Committee.

         (d)      Designation of Options. Except as otherwise provided herein,
                  the Committee will designate any Option granted hereunder
                  either as an ISO or as an NSO. To the extent that the Fair
                  Market Value (determined at the time the Option is granted) of
                  Stock with respect to which all ISOs are exercisable for the
                  first time by any individual during any calendar year
                  (pursuant to this Plan and all other plans of the Company
                  and/or its subsidiaries) exceeds $100,000, such option will be
                  treated as an NSO. Notwithstanding the general eligibility
                  provisions of section 3 hereof, the Committee may grant ISOs
                  only to persons who are employees of the Company and/or its
                  subsidiaries.

         (e)      Option Agreements. If an Option Agreement is not executed and
                  delivered by the Optionee and a duly authorized officer of the
                  Company within 30 days after the date of grant of the subject
                  Options, such Options will be deemed cancelled and of no
                  effect.

5.       Shares Reserved for Options.

         (a)      Limit on Grants to Eligible Participants . The aggregate
                  number of shares of Option Stock that may be issued pursuant
                  to the exercise of Options granted under this Plan shall not
                  exceed Two Million (2,000,000) (the "Option Pool"). Shares of
                  Option Stock that would have been issuable pursuant to
                  Options, but that are no longer issuable because all or part
                  of those Options have terminated or expired, will be deemed
                  not to have been issued for purposes of computing the number
                  of shares of Option Stock remaining in the Option Pool and
                  available for issuance.

6.       Terms of Stock Option Agreements. Each Option granted pursuant to this
         Plan will be evidenced by an agreement (an "Option Agreement") between
         the Company and the person to whom such Option is granted, in form and
         substance satisfactory to the Committee in its sole discretion,
         consistent with this Plan. Without limiting the foregoing, each Option
         Agreement (unless otherwise stated therein) will be deemed to include
         the following terms and conditions:

         (a)      Covenants of Optionee. At the discretion of the Committee, the
                  person to whom an Option is granted hereunder, as a condition
                  to the granting of the Option, must execute and deliver to the
                  Company a confidential information agreement approved by the
                  Committee. Nothing contained in this Plan, any Option
                  Agreement or in any other agreement executed in connection
                  with the granting of an Option under this Plan will confer

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                  upon any Optionee any right with respect to the continuation
                  of his or her status as an employee of, consultant or
                  independent contractor to, or director of, the Company or its
                  subsidiaries.

         (b)      Vesting Periods. Except as otherwise provided herein, each
                  Option Agreement may specify the period or periods of time
                  within which each Option or portion thereof will first become
                  exercisable (the "Vesting Period") with respect to the total
                  number of shares of Option Stock called for thereunder (the
                  "Total Award Option Stock"). Such Vesting Periods will be
                  fixed by the Committee in its discretion, and may be
                  accelerated or shortened by the Committee in its discretion.

         (c)      Exercise of the Option.

                  (i)      Mechanics and Notice. An Option may be exercised to
                           the extent exercisable (1) by giving written notice
                           of exercise to the Company, specifying the number of
                           full shares of Option Stock to be purchased and
                           accompanied by full payment of the Option Price
                           thereof and the amount of withholding taxes pursuant
                           to subsection 6(c)(ii) below; and (2) by giving
                           assurances satisfactory to the Company that the
                           shares of Option Stock to be purchased upon such
                           exercise are being purchased for investment and not
                           with a view to resale in connection with any
                           distribution of such shares in violation of the 1933
                           Act; provided, however, that in the event the Option
                           Stock called for under the Option is registered under
                           the 1933 Act, or in the event resale of such Option
                           Stock without such registration would otherwise be
                           permissible, this second condition will be
                           inoperative if, in the opinion of counsel for the
                           Company, such condition is not required under the
                           1933 Act, or any other applicable law, regulation or
                           rule of any governmental agency.

                  (ii)     Withholding Taxes. As a condition to the issuance of
                           the shares of Option Stock upon full or partial
                           exercise of an Option granted under this Plan, the
                           Optionee will pay to the Company in cash, or in such
                           other form as the Committee may determine in its
                           discretion, the amount of the Company's tax
                           withholding liability (if any) required in connection
                           with such exercise. For purposes of this subsection
                           6(c)(ii), "tax withholding liability" will mean all
                           federal, provincial and state income taxes, social
                           security tax, and any other taxes applicable to the
                           compensation income arising from the transaction
                           required by applicable law to be withheld by the
                           Company.

         (d)      Payment of Option Price. Each Option Agreement will specify
                  the Option Price with respect to the exercise of the Option
                  thereunder, to be fixed by the Committee in its discretion,
                  but in no event will the Option Price for an ISO granted
                  hereunder be less than the Fair Market Value (or, in case the
                  Optionee is a 10% Stockholder, one hundred ten percent (110%)
                  of such Fair Market Value) of the Option Stock at the time
                  such ISO is granted, and in no event will the Option Price for
                  an NSO granted hereunder be less than the 85% of Fair Market
                  Value. The Option Price will be payable to the Company in
                  United States dollars in cash or by check or, such other legal
                  consideration as may be approved by the Committee, in its
                  discretion.

                  (i)      For example, the Committee, in its discretion, may
                           permit a particular Optionee to pay all or a portion
                           of the Option Price, and/or the tax withholding
                           liability set forth in subsection 6(c)(ii) above,
                           with respect to the exercise of an Option either by
                           surrendering shares of Stock already owned by such
                           Optionee or by withholding shares of Option Stock,
                           provided that the Committee determines that the fair
                           market value of such surrendered Stock or withheld
                           Option Stock is equal to the corresponding portion of
                           such Option Price and/or tax withholding liability,
                           as the case may be, to be paid for therewith.

                  (ii)     If the Committee permits an Optionee to pay any
                           portion of the Option Price and/or tax withholding
                           liability with shares of Stock with respect to the
                           exercise of an Option (the "Underlying Option") as
                           provided in subsection 6(d)(i) above, then the
                           Committee, in its discretion, may grant to such
                           Optionee (but only if Optionee remains an Eligible
                           Participant at that time) additional NSOs, the number
                           of shares of Option Stock called for thereunder to be
                           equal to all or a portion of the Stock so surrendered
                           or withheld (a "Replacement Option"). Each
                           Replacement Option will be evidenced by an Option
                           Agreement. Unless otherwise set forth therein, each
                           Replacement Option will be immediately exercisable
                           upon such grant (without any Vesting Period) and will
                           be coterminous with the Underlying Option. The

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                           Committee, in its sole discretion, may establish such
                           other terms and conditions for Replacement Options as
                           it deems appropriate.

         (e)      Termination of the Option. Except as otherwise provided
                  herein, each Option Agreement will specify the period of time,
                  to be fixed by the Committee in its discretion, during which
                  the Option granted therein will be exercisable, not to exceed
                  ten years from the date of grant in the case of an ISO (the
                  "Option Period"); provided that the Option Period will not
                  exceed five years from the date of grant in the case of an ISO
                  granted to a 10% Stockholder. To the extent not previously
                  exercised, each Option will terminate upon the expiration of
                  the Option Period specified in the Option Agreement; provided,
                  however, that, except as otherwise provided in an Option
                  Agreement, each such Option will terminate, if earlier:

                  (i)      ninety days after the date that the Optionee ceases
                           to be an Eligible Participant for any reason, other
                           than by reason of death or disability or a Just Cause
                           Termination;

                  (ii)     twelve months after the date that the Optionee ceases
                           to be an Eligible Participant by reason of such
                           person's death or disability; or

                  (iii)    immediately as of the date that the Optionee ceases
                           to be an Eligible Participant by reason of a Just
                           Cause Termination.

         (f)      Options Nontransferable. Except as otherwise provided in an
                  Option Agreement, Options will not be transferable by the
                  Optionee otherwise than by will or the laws of descent and
                  distribution, or in the case of an NSO, pursuant to a QDRO.
                  During the lifetime of the Optionee, the Option will be
                  exercisable only by him or her, or the transferee of an NSO if
                  it was transferred pursuant to a QDRO.

         (g)      Qualification of Stock. The right to exercise an Option will
                  be further subject to the requirement that if at any time the
                  Board determines, in its discretion, that the listing,
                  registration or qualification of the shares of Option Stock
                  called for thereunder upon any securities exchange or under
                  any state or federal law, or the consent or approval of any
                  governmental regulatory authority, is necessary or desirable
                  as a condition of or in connection with the granting of such
                  Option or the purchase of shares of Option Stock thereunder,
                  the Option may not be exercised, in whole or in part, unless
                  and until such listing, registration, qualification, consent
                  or approval is effected or obtained free of any conditions not
                  acceptable to the Board, in its discretion.

         (h)      Additional Restrictions on Transfer. By accepting Options
                  and/or Option Stock under this Plan, the Optionee will be
                  deemed to represent, warrant and agree as follows:

                  (i)      Investment Intent. Unless a registration statement is
                           in effect with respect to the sale of Option Stock
                           obtained through exercise of Options granted
                           hereunder (which the Company is under no obligation
                           to effect): (1) the shares of Option Stock have not
                           been registered under the 1933 Act, and that such
                           shares are not freely tradeable and must be held
                           indefinitely unless an exemption from such
                           registration is available; (2) upon exercise of any
                           Option, the Optionee will purchase the Option Stock
                           for his or her own account and not with a view to
                           distribution within the meaning of the 1933 Act,
                           other than as may be effected in compliance with the
                           1933 Act and the rules and regulations promulgated
                           thereunder; (3) no one else will have any beneficial
                           interest in the Option Stock; and (4) he or she has
                           no present intention of disposing of the Option Stock
                           at any particular time.

                  (ii)     Other Applicable Laws. The Optionee further
                           understands that Transfer of the Option Stock
                           requires full compliance with the provisions of all
                           applicable laws.

         (i)      Compliance with Law. Notwithstanding any other provision of
                  this Plan, Options may be granted pursuant to this Plan, and
                  Option Stock may be issued pursuant to the exercise thereof by
                  an Optionee, only after there has been compliance with all
                  applicable federal, provincial and state securities laws, and
                  all of the same will be subject to this overriding condition.
                  The Company will not be required to register or qualify Option
                  Stock with the Securities and Exchange Commission or any State
                  agency, except that the Company will register with, or as
                  required by local law, file for and secure an exemption from
                  such registration requirements from, the applicable

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                  securities administrator and other officials of each
                  jurisdiction in which an Eligible Participant would be granted
                  an Option hereunder prior to such grant.

         (j)      Stock Certificates. Certificates representing the Option Stock
                  issued pursuant to the exercise of Options will bear all
                  legends required by law and necessary to effectuate this
                  Plan's provisions. The Company may place a "stop transfer"
                  order against shares of the Option Stock until all
                  restrictions and conditions set forth in this Plan and in the
                  legends referred to in this section 6(k) have been complied
                  with.

         (k)      Notices. Any notice to be given to the Company under the terms
                  of an Option Agreement will be addressed to the Company at its
                  principal executive office, Attention: Corporate Secretary, or
                  at such other address as the Company may designate in writing.
                  Any notice to be given to an Optionee will be addressed to the
                  Optionee at the address provided to the Company by the
                  Optionee. Any such notice will be deemed to have been duly
                  given if and when enclosed in a properly sealed envelope,
                  addressed as aforesaid, registered and deposited, postage and
                  registry fee prepaid, in a post office or branch post office
                  regularly maintained by the United States Government or the
                  Canadian Government.

         (l)      Adjustments Upon Changes in Stock. In the event that the
                  Committee shall determine that any dividend or other
                  distribution (whether in the form of cash, Stock, other
                  securities or other property), recapitalization, stock split,
                  reverse stock split, reorganization, merger, consolidation,
                  split-up, spin-off, combination, repurchase or exchange of
                  Stock or other securities of the Company, issuance of warrants
                  or other rights to purchase Stock or other securities of the
                  Company or other similar corporate transaction or event
                  affects the interest in the Company represented by the Option
                  Stock such that an adjustment is determined by the Committee
                  to be appropriate in order to prevent dilution or enlargement
                  of the benefits or potential benefits intended to be made
                  available under the Plan, then the Committee shall, in such
                  manner as it may deem equitable, adjust any or all of (i) the
                  number and type of Option Stock (or other securities or other
                  property) which thereafter may be made the subject of grants
                  under the Plan and Eligible Participants under Section 5(a)
                  hereof, (ii) the number and type of Option Stock (or other
                  securities or other property) subject to outstanding grants,
                  (iii) the purchase or exercise price with respect to any
                  grant; and (iv) any other rights and matters determined on a
                  personal basis under this Plan or any Option Agreement,
                  provided, however, that the number of shares of Option Stock
                  covered by any grant or to which such grant relates shall
                  always be a whole number. Any such adjustments hereunder will
                  be made only by the Committee, in all events in accordance
                  with Section 424 of the Code, and when so made will be
                  effective, conclusive and binding for all purposes with
                  respect to this Plan and all Options then outstanding. No such
                  adjustments will be required by reason of the issuance or sale
                  by the Company for cash or other consideration of additional
                  shares of Stock or securities convertible into or exchangeable
                  for shares of Stock.

         (m)      Other Provisions. The Option Agreement may contain such other
                  terms, provisions and conditions, including such special
                  forfeiture conditions, rights of repurchase, rights of first
                  refusal and other restrictions on Transfer of Option Stock
                  issued upon exercise of any Options granted hereunder, not
                  inconsistent with this Plan, as may be determined by the
                  Committee in its sole discretion.

7.       Proceeds from Sale of Stock. Cash proceeds from the sale of shares of
         Option Stock issued from time to time upon the exercise of Options
         granted pursuant to this Plan will be added to the general funds of the
         Company and as such will be used from time to time for general
         corporate purposes.

8.       Modification, Extension and Renewal of Options. Subject to the terms
         and conditions and within the limitations of this Plan, the Committee
         may modify, extend or renew outstanding Options granted under this
         Plan, or accept the surrender of outstanding Options (to the extent not
         theretofore exercised) and authorize the granting of new Options in
         substitution therefor (to the extent not theretofore exercised).
         Notwithstanding the foregoing, however, no modification of any Option
         will, without the consent of the holder of the Option, alter or impair
         any rights or obligations under any Option theretofore granted under
         this Plan.

9.       Amendment and Discontinuance. The Board may amend, suspend or
         discontinue this Plan at any time or from time to time; provided that
         no action of the Board will cause ISOs granted under this Plan not to
         comply with Section 422 of the Code unless the Board specifically
         declares such action to be made for that purpose and provided further

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         that no such action may, without the approval of the stockholders of
         the Company, materially increase (other than by reason of an adjustment
         pursuant to section 5(b) hereof) the maximum aggregate number of shares
         of Option Stock in the Option Pool that may be issued under Options
         granted pursuant to this Plan or materially increase the benefits
         accruing to Plan participants or materially modify eligibility
         requirements for the participants. Moreover, no such action may alter
         or impair any Option previously granted under this Plan without the
         consent of the holder of such Option.

10.      Copies of Plan. A copy of this Plan will be delivered to each Optionee
         at or before the time he or she executes an Option Agreement.


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