TECE, INC.

                             2001 STOCK OPTION PLAN



1.       PURPOSE OF THE PLAN.

                  This 2001 Stock  Option  Plan (the  "Plan") is  intended as an
incentive, to retain in the employ of and as directors, consultants and advisors
to TECE,  Inc., a Nevada  corporation  (the "Company") and any Subsidiary of the
Company,  within the  meaning of Section  424(f) of the United  States  Internal
Revenue Code of 1986, as amended (the "Code"),  persons of training,  experience
and ability, to attract new employees, directors, consultants and advisors whose
services are considered  valuable,  to encourage the sense of proprietorship and
to  stimulate  the  active  interest  of such  persons  in the  development  and
financial success of the Company and its Subsidiaries.

                  It is further  intended that certain options granted  pursuant
to the Plan shall  constitute  incentive  stock  options  within the  meaning of
Section 422 of the Code (the  "Incentive  Options")  while certain other options
granted  pursuant  to  the  Plan  shall  be  nonqualified   stock  options  (the
"Nonqualified   Options").   Incentive  Options  and  Nonqualified  Options  are
hereinafter referred to collectively as "Options."

                  The Company  intends  that the Plan meet the  requirements  of
Rule 16b-3 ("Rule 16b-3") promulgated under the Securities Exchange Act of 1934,
as amended (the "Exchange  Act") and that  transactions of the type specified in
subparagraphs  (c) to (f)  inclusive of Rule 16b-3 by officers and  directors of
the Company  pursuant to the Plan be exempt from the  operation of Section 16(b)
of  the   Exchange   Act.   Further,   the  Plan  is  intended  to  satisfy  the
performance-based  compensation exception to the limitation on the Company's tax
deductions  imposed by  Section  162(m) of the Code.  In all  cases,  the terms,
provisions,  conditions  and  limitations  of the Plan  shall be  construed  and
interpreted consistent with the Company's intent as stated in this Section 1.


         2.       ADMINISTRATION OF THE PLAN.

                  The Board of  Directors  of the Company  (the  "Board")  shall
appoint and maintain as administrator of the Plan a Committee (the  "Committee")
consisting of two or more  directors who are  "Non-Employee  Directors" (as such
term is defined in Rule 16b-3) and "Outside  Directors" (as such term is defined
in Section 162(m) of the Code),  which shall serve at the pleasure of the Board.
The  Committee,  subject to  Sections 3 and 5 hereof,  shall have full power and
authority  to  designate  recipients  of  Options,  to  determine  the terms and
conditions of respective  Option agreements (which need not be identical) and to
interpret  the  provisions  and supervise the  administration  of the Plan.  The
Committee  shall have the  authority,  without  limitation,  to designate  which
Options  granted  under the Plan shall be  Incentive  Options and which shall be
Nonqualified Options. To the extent




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any Option  does not  qualify as an  Incentive  Option,  it shall  constitute  a
separate Nonqualified Option.

                  Subject to the  provisions of the Plan,  the  Committee  shall
interpret the Plan and all Options granted under the Plan, shall make such rules
as it deems necessary for the proper  administration of the Plan, shall make all
other  determinations  necessary or advisable for the administration of the Plan
and  shall  correct  any  defects  or  supply  any  omission  or  reconcile  any
inconsistency in the Plan or in any Options granted under the Plan in the manner
and to the extent that the  Committee  deems  desirable to carry into effect the
Plan or any Options.  The act or  determination  of a majority of the  Committee
shall be the act or  determination  of the Committee and any decision reduced to
writing  and  signed  by all of the  members  of the  Committee  shall  be fully
effective as if it had been made by a majority at a meeting  duly held.  Subject
to the  provisions of the Plan,  any action taken or  determination  made by the
Committee  pursuant  to  this  and the  other  Sections  of the  Plan  shall  be
conclusive on all parties.

                  In the event that for any reason  the  Committee  is unable to
act or if the  Committee  at the time of any grant,  award or other  acquisition
under the Plan of Options or Stock as  hereinafter  defined  does not consist of
two or more Non-Employee Directors, or if there shall be no such Committee, then
the Plan  shall be  administered  by the  Board,  and  references  herein to the
Committee  (except  in the  proviso  to this  sentence)  shall be  deemed  to be
references to the Board, and any such grant,  award or other  acquisition may be
approved or ratified in any other manner  contemplated  by  subparagraph  (d) of
Rule 16b-3;  provided,  however,  that options  granted to the  Company's  Chief
Executive Officer or to any of the Company's other four most highly  compensated
officers that are intended to qualify as  performance-based  compensation  under
Section 162(m) of the Code may only be granted by the Committee.


         3.       DESIGNATION OF OPTIONEES.

                  The  persons  eligible  for   participation  in  the  Plan  as
recipients of Options (the "Optionees")  shall include  employees,  officers and
directors of, and  consultants  and advisors to, the Company or any  Subsidiary;
provided that Incentive  Options may only be granted to employees of the Company
and the Subsidiaries.  In selecting Optionees,  and in determining the number of
shares to be covered by each Option  granted to  Optionees,  the  Committee  may
consider  the  office  or  position  held  by the  Optionee  or  the  Optionee's
relationship to the Company,  the Optionee's  degree of  responsibility  for and
contribution  to the growth and  success of the Company or any  Subsidiary,  the
Optionee's length of service,  age, promotions,  potential and any other factors
that the  Committee may consider  relevant.  An Optionee who has been granted an
Option  hereunder  may be  granted  an  additional  Option  or  Options,  if the
Committee shall so determine.



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         4.       STOCK RESERVED FOR THE PLAN.

                  Subject to adjustment as provided in Section 7 hereof, a total
of 3,000,000  shares of the Company's  Common Stock,  $0.001 par value per share
(the  "Stock"),  shall be subject to the Plan.  The maximum  number of shares of
Stock that may be subject to options granted under the Plan to any individual in
any  calendar  year shall not exceed  600,000,  and the method of counting  such
shares  shall  conform  to  any  requirements  applicable  to  performance-based
compensation  under Section  162(m) of the Code.  The shares of Stock subject to
the Plan shall consist of unissued  shares or  previously  issued shares held in
the  Company's  treasury,  and such  amount of  shares of Stock  shall be and is
hereby  reserved for such  purpose.  Any of such shares of Stock that may remain
unsold and that are not subject to outstanding Options at the termination of the
Plan  shall  cease to be  reserved  for the  purposes  of the  Plan,  but  until
termination  of the Plan,  the Company  shall at all times  reserve a sufficient
number of  shares of Stock to meet the  requirements  of the  Plan.  Should  any
Option expire or be canceled  prior to its exercise in full or should the number
of shares of Stock to be  delivered  upon the  exercise  in full of an Option be
reduced for any reason,  the shares of Stock theretofore  subject to such Option
may be subject to future Options under the Plan, except where such reissuance is
inconsistent with the provisions of Section 162(m) of the Code.


         5.       TERMS AND CONDITIONS OF OPTIONS.

                  Options  granted  under  the  Plan  shall  be  subject  to the
following conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable:

                  (a) Option  Price.  The purchase  price of each share of Stock
purchasable  under an Option shall be determined by the Committee at the time of
grant,  but shall not be less than  100% of the Fair  Market  Value (as  defined
below)  of such  share of Stock on the date the  Option  is  granted;  provided,
however,  that with respect to an Optionee who, at the time an Incentive  Option
is granted,  owns  (within the meaning of Section  424(d) of the Code) more than
10% of the total combined voting power of all classes of stock of the Company or
of any Subsidiary,  the purchase price per share of Stock  purchasable  under an
Incentive  Option  shall be at least 110% of the Fair Market  Value per share of
Stock on the date of grant.  The exercise price for each Option shall be subject
to  adjustment  as provided in Section 7 below.  "Fair  Market  Value" means the
closing price of publicly  traded  shares of Stock on the  principal  securities
exchange  on which  shares of Stock are  listed  (if the  shares of Stock are so
listed),  or on the Nasdaq  Stock  Market (if the shares of Stock are  regularly
quoted on the Nasdaq Stock  Market),  or, if not so listed or regularly  quoted,
the mean between the closing bid and asked prices of publicly  traded  shares of
Stock in the over-the-counter market, or, if such bid and asked prices shall not
be  available,  as  reported  by any  nationally  recognized  quotation  service
selected  by  the  Company,  or as  determined  by  the  Committee  in a  manner
consistent with the provisions of the Code. Anything in this Section 5(a) to the
contrary  notwithstanding,  in no event shall the  purchase  price of a share of
Stock be less than the minimum price  permitted  under the rules and policies of
any national securities exchange on which the shares of Stock are listed.


                                       -3-

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                  (b) Option Term. The term of each Option shall be fixed by the
Committee, but no Option shall be exercisable more than ten years after the date
such  Option is granted  and in the case of an  Incentive  Option  granted to an
Optionee  who, at the time such  Incentive  Option is granted,  owns (within the
meaning  of  Section  424(d)  of the Code)  more than 10% of the total  combined
voting  power of all  classes of stock of the Company or of any  Subsidiary,  no
such Incentive  Option shall be exercisable  more than five years after the date
such Incentive Option is granted.

                  (c)  Exercisability.  Subject to Section 5(j) hereof,  Options
shall be  exercisable  at such  time or times  and  subject  to such  terms  and
conditions as shall be determined by the Committee at the time of grant.

                  The Committee  shall have the power to accelerate  the time at
which any Option may first be  exercised  or the time during which any Option or
any part  thereof will vest in  accordance  with the Plan,  notwithstanding  the
provisions  in the Option  agreement  stating  the time at which it may first be
exercised or the time during  which it will vest.  In its sole  discretion,  the
Committee  may also  determine  that,  in the event of a "Change of Control" (as
hereinafter defined), each outstanding Option shall terminate within a specified
number of days after notice to the Optionee  thereunder,  and each such Optionee
shall  receive,  with  respect to each share of  Company  Stock  subject to such
Option,  an amount  equal to the excess of the Fair Market  Value of such shares
immediately prior to such Change of Control over the exercise price per share of
such  Option;  such  amount  shall be payable  in cash,  in one or more kinds of
property  (including  the property,  if any,  payable in the  transaction)  or a
combination thereof, as the Committee shall determine in its sole discretion.

                  For purposes of the Plan, a Change of Control  shall be deemed
to have occurred if:

                           (i) a tender  offer  (or  series of  related  offers)
                  shall be made and consummated for the ownership of 50% or more
                  of the outstanding voting securities of the Company, unless as
                  a result of such tender offer more than 50% of the outstanding
                  voting  securities of the  surviving or resulting  corporation
                  shall be owned in the  aggregate  by the  shareholders  of the
                  Company (as of the time immediately  prior to the commencement
                  of such offer),  any  employee  benefit plan of the Company or
                  its subsidiaries, and their affiliates;

                           (ii) the Company shall be merged or consolidated with
                  another  corporation,  unless  as a result  of such  merger or
                  consolidation   more  than  50%  of  the  outstanding   voting
                  securities of the surviving or resulting  corporation shall be
                  owned in the aggregate by the  shareholders of the Company (as
                  of the  time  immediately  prior  to  such  transaction),  any
                  employee benefit plan of the Company or its subsidiaries,  and
                  their affiliates;

                                       -4-

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                           (iii) the Company shall sell substantially all of its
                  assets to another  corporation that is not wholly owned by the
                  Company, unless as a result of such sale more than 50% of such
                  assets shall be owned in the aggregate by the  shareholders of
                  the  Company  (as  of  the  time  immediately  prior  to  such
                  transaction),  any employee benefit plan of the Company or its
                  subsidiaries and their affiliates; or

                           (iv) a Person (as defined below) shall acquire 50% or
                  more  of the  outstanding  voting  securities  of the  Company
                  (whether  directly,  indirectly,  beneficially  or of record),
                  unless  as a result of such  acquisition  more than 50% of the
                  outstanding  voting  securities  of the surviving or resulting
                  corporation   shall  be  owned   in  the   aggregate   by  the
                  shareholders of the Company (as of the time immediately  prior
                  to the first  acquisition of such  securities by such Person),
                  any employee benefit plan of the Company or its  subsidiaries,
                  and their affiliates.

                           For  purposes  of this  Section  5(c),  ownership  of
voting  securities  shall  take into  account  and shall  include  ownership  as
determined by applying the  provisions of Rule  13d-3(d)(I)(i)  (as in effect on
the date  hereof)  under the  Exchange  Act.  In  addition,  for such  purposes,
"Person" shall have the meaning given in Section 3(a)(9) of the Exchange Act, as
modified and used in Sections 13(d) and 14(d) thereof;  however,  a Person shall
not include (A) the Company or any of its  subsidiaries;  (B) a trustee or other
fiduciary  holding  securities  under an employee benefit plan of the Company or
any of its  subsidiaries;  (C) an  underwriter  temporarily  holding  securities
pursuant to an offering of such securities; or (D) a corporation owned, directly
or indirectly,  by the  shareholders  of the Company in  substantially  the same
proportion as their ownership of stock of the Company.

                  (d) Method of Exercise. Options to the extent then exercisable
may be  exercised in whole or in part at any time during the option  period,  by
giving written notice to the Company specifying the number of shares of Stock to
be purchased,  accompanied by payment in full of the purchase price, in cash, or
by check or such other  instrument  as may be acceptable  to the  Committee.  As
determined by the Committee, in its sole discretion,  at or after grant, payment
in full or in part may be made at the  election of the  Optionee (i) in the form
of Stock owned by the  Optionee  (based on the Fair Market Value of the Stock on
the trading day before the Option is  exercised)  that is not the subject of any
pledge or security interest, (ii) in the form of shares of Stock withheld by the
Company  from the shares of Stock  otherwise to be received  with such  withheld
shares of Stock having a Fair Market Value on the date of exercise  equal to the
exercise  price  of the  Option,  or (iii) by a  combination  of the  foregoing,
provided that the combined value of all cash and cash  equivalents  and the Fair
Market Value of any shares  surrendered to the Company is at least equal to such
exercise  price and except with  respect to (ii)  above,  such method of payment
will not cause a  disqualifying  disposition  of all or a  portion  of the Stock
received upon exercise of an Incentive  Option. An Optionee shall have the right
to dividends and other rights of a stockholder with respect


                                       -5-

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to  shares of Stock  purchased  upon  exercise  of an Option at such time as the
Optionee  has given  written  notice of  exercise  and has paid in full for such
shares and (ii) has satisfied such conditions that may be imposed by the Company
with respect to the withholding of taxes.

                  (e)   Non-transferability   of   Options.   Options   are  not
transferable  and may be exercised solely by the Optionee during his lifetime or
after his death by the person or persons  entitled thereto under his will or the
laws of descent and  distribution.  The Committee,  in its sole discretion,  may
permit a transfer of a Nonqualified Option to (i) a trust for the benefit of the
Optionee or (ii) a member of the Optionee's immediate family (or a trust for his
or her benefit).  Any attempt to transfer,  assign,  pledge or otherwise dispose
of, or to subject  to  execution,  attachment  or  similar  process,  any Option
contrary to the provisions  hereof shall be void and  ineffective and shall give
no right to the purported transferee.

                  (f) Termination by Death.  Unless otherwise  determined by the
Committee at grant, if any Optionee's  employment with or service to the Company
or any  Subsidiary  terminates by reason of death,  the Option may thereafter be
exercised,  to the extent then exercisable (or on such accelerated  basis as the
Committee shall determine at or after grant), by the legal representative of the
estate or by the legatee of the Optionee  under the will of the Optionee,  for a
period of one year after the date of such death or until the  expiration  of the
stated  term of such  Option as  provided  under the Plan,  whichever  period is
shorter.

                  (g)  Termination  by Reason of  Disability.  Unless  otherwise
determined  by the  Committee at grant,  if any  Optionee's  employment  with or
service  to the  Company  or any  Subsidiary  terminates  by reason of total and
permanent  disability,  any  Option  held by such  Optionee  may  thereafter  be
exercised,  to the extent it was  exercisable at the time of termination  due to
Disability (or on such accelerated  basis as the Committee shall determine at or
after  grant),  but may not be  exercised  after one year after the date of such
termination  of  employment  or service or the  expiration of the stated term of
such  Option,  whichever  period is shorter;  provided,  however,  that,  if the
Optionee dies within such one year period,  any unexercised  Option held by such
Optionee  shall  thereafter  be  exercisable  to  the  extent  to  which  it was
exercisable at the time of death for a period of one year after the date of such
death or for the stated term of such Option, whichever period is shorter.

                  (h)  Termination  by Reason of  Retirement.  Unless  otherwise
determined  by the  Committee at grant,  if any  Optionee's  employment  with or
service to the Company or any Subsidiary terminates by reason of Normal or Early
Retirement (as such terms are defined  below),  any Option held by such Optionee
may thereafter be exercised to the extent it was exercisable at the time of such
Retirement (or on such accelerated  basis as the Committee shall determine at or
after grant), but may not be exercised after three months after the date of such
termination  of  employment  or service or the  expiration of the stated term of
such  Option,  whichever  period is shorter;  provided,  however,  that,  if the
Optionee dies within such  three-month  period,  any unexercised  Option held by
such Optionee  shall  thereafter be  exercisable,  to the extent to which it was
exercisable at the time of death,


                                       -6-

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for a period of one year after the date of such death or for the stated  term of
such Option, whichever period is shorter.

                  For purposes of this paragraph (h), "Normal  Retirement" shall
mean retirement from active  employment with the Company or any Subsidiary on or
after  the  normal  retirement  date  specified  in the  applicable  Company  or
Subsidiary  pension  plan  or if no  such  pension  plan,  age  65,  and  "Early
Retirement" shall mean retirement from active employment with the Company or any
Subsidiary pursuant to the early retirement provisions of the applicable Company
or Subsidiary pension plan or if no such pension plan, age 55.

                  (i) Other  Termination.  Unless  otherwise  determined  by the
Committee at grant, if any Optionee's  employment with or service to the Company
or any  Subsidiary  terminates  for any reason other than death,  Disability  or
Normal or Early Retirement,  the Option shall thereupon  terminate,  except that
the portion of any Option that was  exercisable on the date of such  termination
of  employment  or service may be exercised for the lesser of three months after
the date of  termination  or the balance of such Option's term if the Optionee's
employment  or service with the Company or any  Subsidiary  is terminated by the
Company  or such  Subsidiary  without  cause  (the  determination  as to whether
termination  was for cause to be made by the  Committee).  In the event  that an
Optionee's  employment is terminated for cause,  such  Optionee's  Options shall
immediately terminate. The transfer of an Optionee from the employ of or service
to the Company to the employ of or service to a  Subsidiary,  or vice versa,  or
from one Subsidiary to another,  shall not be deemed to constitute a termination
of employment or service for purposes of the Plan.

                  (j) Limit on Value of Incentive  Option.  The  aggregate  Fair
Market  Value,  determined as of the date the  Incentive  Option is granted,  of
Stock for which  Incentive  Options  are  exercisable  for the first time by any
Optionee  during any calendar year under the Plan (and/or any other stock option
plans of the Company or any Subsidiary) shall not exceed $100,000.

                  (k)  Transfer of  Incentive  Option  Shares.  The stock option
agreement evidencing any Incentive Options granted under this Plan shall provide
that if the Optionee makes a  disposition,  within the meaning of Section 424(c)
of the Code and regulations  promulgated  thereunder,  of any share or shares of
Stock issued to him upon exercise of an Incentive  Option granted under the Plan
within the two-year period  commencing on the day after the date of the grant of
such Incentive  Option or within a one-year  period  commencing on the day after
the date of transfer of the share or shares to him  pursuant to the  exercise of
such Incentive Option, he shall,  within 10 days after such disposition,  notify
the Company thereof and immediately  deliver to the Company any amount of United
States federal, state and local income tax withholding required by law.


         6.       TERM OF PLAN.


                  No Option  shall be granted  pursuant  to the Plan on or after
January __, 2010, but Options theretofore granted may extend beyond that date.


                                       -7-

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         7.       CAPITAL CHANGE OF THE COMPANY.

         (A)   CAPITALIZATION   ADJUSTMENTS.   In  the  event  of  any   merger,
reorganization, consolidation, recapitalization, stock dividend, or other change
in  corporate  structure  affecting  the  Stock,  the  Committee  shall  make an
appropriate  and equitable  adjustment in the number and kind of shares reserved
for issuance under the Plan and in the number and option price of shares subject
to outstanding  Options granted under the Plan, to the end that after such event
each Optionee's proportionate interest shall be maintained as immediately before
the occurrence of such event.

         (B)  DISSOLUTION  OR  LIQUIDATION.  In the  event of a  dissolution  or
liquidation  of the  Company,  then  all  outstanding  Options  shall  terminate
immediately prior to such event.

         (C) CHANGE OF CONTROL.  In the event of a Change of  Control,  then any
surviving   corporation  or  acquiring  corporation  shall  assume  any  Options
outstanding  under the Plan or shall  substitute  similar Options  (including an
award to acquire the same  consideration paid to the stockholders of the Company
in the  transaction  for those  outstanding  under the  Plan).  In the event any
surviving corporation or acquiring corporation refuses to assume such Options or
to substitute  similar Options for those  outstanding  under the Plan, then with
respect to Options held by employees whose  employment has not been  terminated,
the vesting of such  Options  (and,  if  applicable,  the time during which such
Options may be exercised)  shall be  accelerated  in full, and the Options shall
terminate if not exercised (if applicable) at or prior to the Change of Control.
With respect to any other Options outstanding under the Plan, such Options shall
terminate if not exercised (if applicable) prior to the Change of Control.


         8.       PURCHASE FOR INVESTMENT.

                  Unless the  Options  and shares  covered by the Plan have been
registered under the Securities Act of 1933, as amended (the "Securities  Act"),
or the Company has determined that such registration is unnecessary, each person
exercising  an Option  under the Plan may be  required  by the Company to give a
representation  in writing that he is  acquiring  the shares for his own account
for  investment  and not with a view to,  or for sale in  connection  with,  the
distribution of any part thereof.



                                       -8-

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         9.       TAXES.

                  The  Company  may  make  such   provisions   as  it  may  deem
appropriate,  consistent  with  applicable  law, in connection  with any Options
granted under the Plan with respect to the withholding of any taxes or any other
tax matters.


         10.      EFFECTIVE DATE OF PLAN.

                  The Plan shall be effective on January ____,  2001,  provided,
however,  that the Plan shall  subsequently  be approved by majority vote of the
Company's stockholders not later than January __, 2002.


         11.      AMENDMENT AND TERMINATION.

                  The Board may amend,  suspend,  or terminate the Plan,  except
that no  amendment  shall be made that would  impair the rights of any  Optionee
under any Option theretofore granted without the Optionee's consent,  and except
that no amendment shall be made which,  without the approval of the stockholders
of the Company would:

                  (a)  materially  increase  the  number of  shares  that may be
issued under the Plan, except as is provided in Section 7;

                  (b) materially increase the benefits accruing to the Optionees
under the Plan;

                  (c) materially  modify the  requirements as to eligibility for
participation in the Plan;

                  (d) decrease the exercise price of an Incentive Option to less
than  100% of the  Fair  Market  Value  per  share of Stock on the date of grant
thereof or the exercise price of a  Nonqualified  Option to less than 80% of the
Fair Market Value per share of Stock on the date of grant thereof; or

                  (e) extend the term of any Option  beyond that provided for in
Section 5(b).

                  The  Committee  may amend the terms of any Option  theretofore
granted, prospectively or retroactively,  but no such amendment shall impair the
rights of any Optionee  without the Optionee's  consent.  The Committee may also
substitute new Options for previously granted Options, including options granted
under other plans  applicable to the participant and previously  granted Options
having  higher  option  prices,  upon  such  terms  as the  Committee  may  deem
appropriate.



                                       -9-

<PAGE>



         12.      GOVERNMENT REGULATIONS.

                  The Plan, and the grant and exercise of Options hereunder, and
the  obligation  of the Company to sell and deliver  shares under such  Options,
shall be subject to all  applicable  laws,  rules and  regulations,  and to such
approvals  by any  governmental  agencies,  national  securities  exchanges  and
interdealer quotation systems as may be required.


         13.      GENERAL PROVISIONS.

                  (a)  Certificates.   All  certificates  for  shares  of  Stock
delivered under the Plan shall be subject to such stop transfer orders and other
restrictions  as the Committee may deem advisable  under the rules,  regulations
and other  requirements  of the  Securities  and Exchange  Commission,  or other
securities  commission  having  jurisdiction,  any  applicable  Federal or state
securities  law, any stock exchange or interdealer  quotation  system upon which
the  Stock is then  listed  or traded  and the  Committee  may cause a legend or
legends to be placed on any such  certificates to make appropriate  reference to
such restrictions.

                  (b)  Employment  Matters.  The  adoption of the Plan shall not
confer upon any Optionee of the Company or any Subsidiary any right to continued
employment or, in the case of an Optionee who is a director,  continued  service
as a director,  with the Company or a Subsidiary,  as the case may be, nor shall
it  interfere  in any way with the right of the  Company  or any  Subsidiary  to
terminate  the  employment  of any of its  employees,  the service of any of its
directors or the retention of any of its consultants or advisors at any time.

                  (c)  Limitation  of  Liability.  No member of the Board or the
Committee,  or any officer or  employee  of the Company  acting on behalf of the
Board or the Committee, shall be personally liable for any action, determination
or interpretation  taken or made in good faith with respect to the Plan, and all
members of the Board or the  Committee  and each and any  officer or employee of
the Company  acting on their behalf shall,  to the fullest  extent  permitted by
law, be fully  indemnified  and  protected by the Company in respect of any such
action, determination or interpretation.

                  (d) Registration of Stock. Notwithstanding any other provision
in the Plan, no Option may be exercised  unless and until the Stock to be issued
upon the  exercise  thereof has been  registered  under the  Securities  Act and
applicable  state  securities  laws,  or are,  in the  opinion of counsel to the
Company,  exempt from such registration in the United States.  The Company shall
not be under any  obligation  to  register  under  applicable  federal  or state
securities  laws any Stock to be issued upon the  exercise of an Option  granted
hereunder in order to permit the exercise of an Option and the issuance and sale
of the Stock  subject  to such  Option,  although  the  Company  may in its sole
discretion  register such Stock at such time as the Company shall determine.  If
the Company  chooses to comply with such an  exemption  from  registration,  the
Stock issued  under the Plan may, at the  direction  of the  Committee,  bear an
appropriate restrictive legend restricting the


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<PAGE>


transfer or pledge of the Stock represented  thereby, and the Committee may also
give  appropriate stop transfer  instructions  with respect to such Stock to the
Company's transfer agent.


         14.      GOVERNING LAW

                  The law of the  State of Nevada  shall  govern  all  questions
concerning the construction,  validity and  interpretation of this Plan, without
regard to such state's conflict of laws rules.



                                                     TECE, Inc.
                                                     January __, 2001


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