EXHIBIT 10.1
                             2000 STOCK OPTION PLAN
                                       OF
                                SPAR GROUP, INC.

         Section 1.  Purposes of this Plan.  This stock option plan (as the same
may be  supplemented,  modified,  amended or  restated  from time to time in the
manner  provided  herein,  this  "Plan") is intended to provide an  incentive to
employees  (including  directors  and  officers  who  are  employees),   and  to
consultants and directors who are not employees, of SPAR Group, Inc., a Delaware
corporation (the "Company"), or any of its Subsidiaries (as such term is defined
in Section 19 hereof),  and to offer an  additional  inducement in obtaining the
services of such  individuals.  This Plan  provides for the grant of  "incentive
stock  options"  ("ISOs")  within the  meaning of  Section  422 of the  Internal
Revenue  Code of 1986,  as amended  (the "Tax  Code"),  and  nonqualified  stock
options  which  do  not  qualify  as  ISOs  ("NQSOs").   The  Company  makes  no
representation or warranty,  express or implied,  as to the qualification of any
option as an "incentive  stock option" under the Tax Code.  Each  reference to a
consultant  in the Plan  shall be deemed  to  include  each of the  consultant's
employees in the case of a consultant that is not a natural person.

         Section 2. Stock Subject to this Plan. (a) Subject to the provisions of
Section 12, the aggregate  number of shares of the Company's  Common Stock,  par
value $.01 per share  ("Common  Stock"),  for which options may be granted under
this Plan shall not exceed the number of shares of Common  Stock  covered by the
Unissued  Reserve (as defined below) and the Voided Options (as defined  below),
provided that in no event shall the  aggregate  number of shares of Common Stock
available  under  the Plan and the 1995  Plan (as  hereinafter  defined)  exceed
3,600,000.  Such shares of Common Stock may, in the  discretion  of the Board of
Directors of the Company (the "Board of Directors"),  consist either in whole or
in part of  authorized  but unissued  shares of Common Stock or shares of Common
Stock held in the treasury of the Company.  Subject to the provisions of Section
13 hereof,  any shares of Common Stock subject to an option which for any reason
expires, is canceled or is terminated unexercised or which ceases for any reason
to be exercisable shall again become available for the granting of options under
this Plan.  The Company  shall at all times during the term of this Plan reserve
and keep  available  such number of shares of Common Stock as will be sufficient
to satisfy the requirements of this Plan.

         (b) "Unissued  Reserve" shall mean the number of shares of Common Stock
as of the date of the adoption  hereof for which options were authorized but not
issued and outstanding under the Company's Amended and Restated 1995 Option Plan
(the "1995 Plan"). "Voided Options" shall mean any and all options in respect of
shares of Common  Stock  previously  granted  pursuant  to 1995 Plan that become
void,  expire,  are  canceled,  terminate  unexercised  or cease for any  reason
whatsoever to become exercisable.

         Section  3.  Administration  of  this  Plan.  (a)  This  Plan  will  be
administered  by the Board of  Directors,  or by a committee  (the  "Committee")
consisting of two or more directors  appointed by the Board of Directors.  Those
administering  this Plan shall be  referred  to herein as the  "Administrators."
Notwithstanding  the  foregoing,  if the  Company  is or  becomes a  corporation
issuing any class of common equity  securities  required to be registered  under
Section 12 of the  Securities  Exchange Act of 1934,  as amended (the  "Exchange
Act"), to the extent necessary to preserve any deduction under Section 162(m) of
the Tax Code or to comply with Rule 16b-3 promulgated under the Exchange Act, as
amended,  or any successor rule ("Rule 16b-3"),  any Committee  appointed by the
Board of  Directors  to  administer  this Plan shall be comprised of two or more
directors each of whom shall be (i) a "non-employee director" within the meaning
of Rule  16b-3,  and (ii) an "outside  director"  within the meaning of Treasury
Regulation  Section  1.162-27(e)(3).  The  delegation of powers to the Committee
shall be consistent  with all applicable  law  (including,  without  limitation,
applicable state law and Rule 16b-3).  Unless otherwise  provided in the By-Laws
of the Company,  by resolution  of the Board of Directors or  applicable  law, a
majority of the members of the Board or the Committee shall constitute a quorum,
and the acts of a majority  of the  members  present  at any  meeting at which a
quorum is present,  and any acts  approved  in writing by all members  without a
meeting, shall be the acts of the Board or the Committee.

         (b) Subject to the express  provisions of this Plan, the Administrators
shall have the authority,  in their sole  discretion,  to determine (among other
things): (i) the persons who shall be granted options;  (ii) the times when they
shall receive  options;  (iii) whether an option granted to an employee shall be
an ISO or a NQSO; the type (i.e.,  voting or non-voting) and number of shares of
Common  Stock to be  subject  to each  option;  (iv)  the  term of each  option,
including any provisions for early  termination;  (v) the date each option shall
become exercisable;  including any provisions for early vesting; (vi) whether an
option  shall  be  exercisable  in  whole  or  in   installments,   and,  if  in
installments,  the  number  of  shares of  Common  Stock to be  subject  to each
installment;  whether  the  installments  shall be  cumulative;  the  date  each
installment  shall become  exercisable and the term of each  installment;  (vii)
whether to accelerate the date of
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exercise of any option or installment; (viii) whether shares of Common Stock may
be issued upon the exercise of an option as partly  paid,  and, if so, the dates
when future  installments of the exercise price shall become due and the amounts
of such  installments;  (ix)  the  exercise  price of each  option;  the form of
payment of the  exercise  price;  (x) the fair market value of a share of Common
Stock;  (xi) whether and under what  conditions to restrict the pledge,  sale or
other  disposition  of any option  granted under this Plan, the shares of Common
Stock acquired upon the exercise of an option and, if so, whether and under what
conditions  to waive any such  restriction,  whether  individually,  by class or
otherwise;  (xii)  whether and under what  conditions to subject the exercise of
all or any portion of an option to the  fulfillment of certain  restrictions  or
contingencies as specified in the contract referred to in Section 11 hereof (the
"Contract"),   including  (without  limitation)  restrictions  or  contingencies
relating to (A) entering  into a covenant  not to compete with the Company,  its
Parent  (if any)  (as  such  term is  defined  in  Section  19  hereof)  and any
Subsidiaries, (B) financial objectives for the Company, any of its Subsidiaries,
a division,  a product line or other category and/or (C) the period of continued
employment  or  consulting  of  the  optionee  with  the  Company  or any of its
Subsidiaries,  and to determine whether such restrictions or contingencies  have
been met; (xiii) the amount, if any,  necessary to satisfy the obligation of the
Company,  any of its  Subsidiaries  or any  Parent  to  withhold  taxes or other
amounts;  (xiv) whether an optionee has a Disability (as such term is defined in
Section 19);  (xv) to cancel or modify an option  either with the consent of the
optionee or as provided in the Contract;  provided,  however,  that the modified
provision is permitted  to be included in an option  granted  under this Plan on
the  date  of  the  modification;  provided,  further,  that  in the  case  of a
modification  (within the meaning of Section  424(h) of the Tax Code) of an ISO,
such option as  modified  would be  permitted  to be granted on the date of such
modification  under the terms of this Plan;  (xvi) to  construe  the  respective
Contracts and this Plan; (xvii) to prescribe,  amend and rescind policies, rules
and regulations  relating to this Plan; (xviii) to approve any provision of this
Plan or any option  granted under this Plan,  or any  amendment to either,  that
under Rule 16b-3 or Section  162(m) of the Tax Code requires the approval of the
Board of Directors,  a committee of non-employee  directors or the stockholders,
in order  (1) to be exempt  under  Section  16(b) of the  Exchange  Act  (unless
otherwise  specifically  provided herein) or (2) to preserve any deduction under
Section  162(m)  of the Tax Code;  and  (xix) to make all  other  determinations
necessary or advisable for administering this Plan.

         (c) Any  controversy  or claim arising out of or relating to this Plan,
any  option  granted  under  this  Plan  or any  Contract  shall  be  determined
unilaterally by the  Administrators in their sole and absolute  discretion.  The
determinations  of the  Administrators  on matters referred to in this Section 3
shall be conclusive and binding on all parties.

         (d) No  Administrator or former  Administrator  shall be liable for any
action or  determination  made in good  faith  with  respect to this Plan or any
option granted hereunder.

         Section  4.  Eligibility.  The  Administrators  may from  time to time,
consistent  with the  purposes  of this Plan,  grant  options to such  employees
(including  officers and directors who are employees) of, or consultants to, the
Company or any of its Subsidiaries, and to such directors of the Company who, at
the time of grant,  are not common law employees of the Company or of any of its
Subsidiaries, as the Administrators may determine in their sole discretion. Such
options  granted  shall  cover  such  number of  shares  of Common  Stock as the
Administrators may determine in their sole discretion;  provided,  however, that
if on the date of grant of an option,  any class of common  stock of the Company
(including  without  limitation  the Common  Stock) is required to be registered
under  Section 12 of the Exchange Act, the maximum  number of shares  subject to
options that may be granted to any employee  during any calendar year under this
Plan shall be 1,000,000 shares; and provided, further, that the aggregate market
value  (determined  at the time the option is  granted)  of the shares of Common
Stock for which any eligible employee may be granted ISOs under this Plan or any
other plan of the Company,  or of a Parent or a Subsidiary of the Company,  that
are  exercisable  for the first time by such  optionee  during any calendar year
shall not exceed $100,000.  The $100,000 ISO limitation  amount shall be applied
by taking ISOs into account in the order in which they were granted.  Any option
(or portion  thereof)  granted in excess of such ISO limitation  amount shall be
treated as a NQSO to the extent of such excess.

         Section 5.  Exercise  Price.  (a) The  exercise  price of the shares of
Common  Stock under each option shall be  determined  by the  Administrators  in
their sole discretion; provided, however, that (i) except as provided below, the
exercise  price of an option shall not be less than the fair market value of the
Common Stock  subject to such option on the date of grant;  (ii) if, at the time
an ISO is granted,  the optionee owns (or is deemed to own under Section  424(d)
of the Tax  Code)  stock  possessing  more than ten  percent  (10%) of the total
combined  voting  power of all  classes of stock of the  Company,  of any of its
Subsidiaries  or of a Parent,  the exercise  price of such ISO shall not be less
than one hundred ten percent (110%) of the fair market value of the Common Stock
subject  to such ISO on the date of grant;  and (iii)  the  Administrators  must
first  obtain the  approval of the Board to grant a NQSO with an exercise  price
which is less  than  the

                                      -2-
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fair  market  value of the  shares  on the  date of the  granting  of the  NQSO;
provided, however, that with respect to any NQSO granted to a "covered employee"
(as such term is defined in Section 162(m) of the Tax Code),  the exercise price
of the shares of Common  Stock  underlying  such NQSO shall not be less than the
fair market value of such shares on the date of granting of such NQSO.

         (b) The fair market  value of a share of Common  Stock on any day shall
be: (i) if the  principal  market for the Common Stock is a national  securities
exchange,  the closing  sales price per share of the Common Stock on such day as
reported by such exchange or on a consolidated  tape reflecting  transactions on
such  exchange;  (ii) if the  principal  market  for the  Common  Stock is not a
national  securities exchange and the Common Stock is quoted on the Nasdaq Stock
Market  ("Nasdaq"),  and (A) if actual sales price information is available with
respect to the Common  Stock,  the  closing  sales price per share of the Common
Stock on such day on Nasdaq,  or (B) if such  information is not available,  the
closing  bid and asked  prices  per share  for the  Common  Stock on such day on
Nasdaq;  or (iii) if the principal market for the Common Stock is not a national
securities  exchange and the Common  Stock is not quoted on Nasdaq,  the closing
bid and asked  prices per share for the Common  Stock on such day as reported on
the OTC Bulletin Board Service or by National Quotation Bureau,  Incorporated or
a comparable service; provided,  however, that if clauses (i), (ii) and (iii) of
this subsection are all  inapplicable  because the Company's Common Stock is not
publicly  traded,  or if no trades have been made or no quotes are available for
such day, the fair market  value of a share of Common Stock shall be  determined
by the  Administrators by any method consistent with any applicable  regulations
adopted by the Treasury Department relating to stock options.

         Section 6. Term. Each option granted pursuant to this Plan shall be for
such term as is established by the Administrators,  in their sole discretion, at
or before the time such option is granted;  provided,  however, that the term of
each option  granted  pursuant to this Plan shall be for a period not  exceeding
ten (10) years from the date of grant thereof, and provided further, that if, at
the time an ISO (but not an NQSO) is granted, the optionee owns (or is deemed to
own under Section 424(d) of the Tax Code) stock possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of the Company,
of any of its  Subsidiaries  or of a Parent,  the term of the ISO shall be for a
period not  exceeding  five (5) years from the date of grant.  Options  shall be
subject to earlier termination as hereinafter provided.

         Section 7. Exercise.

         (a)  An  option  (or  any  installment  thereof),  to the  extent  then
exercisable,  shall be exercised by giving  written notice to the Company at its
principal  office (i)  specifying  the option being  exercised and the number of
shares of Common  Stock as to which  such  option is being  exercised,  and (ii)
accompanied by payment in full of the aggregate  exercise price therefor (or the
amount due on exercise if the applicable Contract permits installment  payments)
(A) in cash  and/or  by  certified  check,  (B)  with the  authorization  of the
Administrators,  with  previously  acquired  shares  of Common  Stock  having an
aggregate fair market value  (determined  in accordance  with Section 5), on the
date of exercise,  equal to the  aggregate  exercise  price of all options being
exercised,  (C) with a concurrent sale of option shares to the extent  permitted
by subsection (b) of this Section,  or (D) some combination  thereof;  provided,
however, that in no case may shares be tendered if such tender would require the
Company  to  incur a  charge  against  its  earnings  for  financial  accounting
purposes.  The Company shall not be required to issue any shares of Common Stock
pursuant to the exercise of any option until all required  payments with respect
thereto,  including  payments for any required  withholding  amounts,  have been
made.

         (b) The Administrators may, in their sole discretion, permit payment of
the  exercise  price of an option by  delivery  by the  optionee  of a  properly
executed notice, together with a copy of the optionee's irrevocable instructions
to a broker  acceptable  to the  Administrators  to sell all or a portion of the
option  shares and  deliver  promptly  to the Company the amount of sale or loan
proceeds  sufficient to pay such exercise  price. In connection  therewith,  the
Company may enter into  agreements for  coordinated  procedures with one or more
brokerage firms.

         (c) An optionee shall not have the rights of a stockholder with respect
to such  shares of Common  Stock to be received  upon the  exercise of an option
until the date of  issuance  of a stock  certificate  to the  optionee  for such
shares or, in the case of uncertificated shares, until the date an entry is made
on the books of the Company's transfer agent representing such shares; provided,
however, that until such stock certificate is issued or until such book entry is
made, any optionee using  previously  acquired shares of Common Stock in payment
of an option  exercise  price shall continue to have the rights of a stockholder
with respect to such previously acquired shares.

         (d) In no case may a fraction of a share of Common  Stock be  purchased
or issued under this Plan.

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         Section 8. Termination of Relationship.  (a) Except as may otherwise be
expressly  provided in the applicable  Contract or optionee's written employment
or  consulting  or  termination  contract,  any  optionee  whose  employment  or
consulting  relationship with the Company,  its Parent,  any of its Subsidiaries
and, in the case of consultants,  with any Affiliate or other  consultant of the
Company  has  terminated  for any reason  (other  than the  optionee's  death or
Disability)  may exercise  any option  granted to the optionee as an employee or
consultant,  to the extent  exercisable on the date of such termination,  at any
time within three (3) months after the date of  termination,  but not thereafter
and in no  event  after  the date  the  option  would  otherwise  have  expired;
provided, however, that if such relationship is terminated for Cause (as defined
in Section 19), such option shall terminate immediately.

         (b)  For the  purposes  of  this  Plan,  an  employment  or  consulting
relationship  shall be deemed to exist between an individual and the Company if,
at the time of the determination, the individual was an employee of the Company,
its Parent, any of its Subsidiaries or any of its consultants  (including any of
its  Affiliates).  As a result,  an individual on military leave,  sick leave or
other bona fide leave of absence shall  continue to be considered an employee or
consultant  for  purposes  of this Plan  during  such leave if the period of the
leave  does  not  exceed  ninety  (90)  days,  or,  if  longer,  so  long as the
individual's right to re-employment  with the Company,  any of its Subsidiaries,
Parent or Affiliate or other consultant, as the case may be is guaranteed either
by statute or by contract or the Company, its Parent, any of its Subsidiaries or
Affiliate or other  consultant,  as the case may be, has consented in writing to
longer  absence.  If the  period  of  leave  exceeds  ninety  (90)  days and the
individual's  right to re-employment  is not guaranteed by statute,  contract or
consent,  the  employment  or  consulting  relationship  shall be deemed to have
terminated on the 91st day of such leave.

         (c) Except as may  otherwise  be expressly  provided in the  applicable
Contract, an optionee whose directorship with the Company has terminated for any
reason (other than the optionee's  death or Disability) may exercise the options
granted to the optionee as a director  who was not an employee of or  consultant
to the Company or any of its Subsidiaries, to the extent exercisable on the date
of such  termination,  at any time  within  three (3)  months  after the date of
termination,  but not thereafter and in no event after the date the option would
otherwise have expired;  provided,  however, that if the optionee's directorship
is terminated for Cause, such option shall terminate immediately.

         (d) Nothing in this Plan or in any option granted under this Plan shall
confer on any person any right to  continue in the employ of or as a director of
or  consultant to the Company,  its Parent,  any of its  Subsidiaries  or any of
their respective  Affiliates,  or as a director of the Company,  or interfere in
any way with any right of the Company,  its Parent,  any of its  Subsidiaries or
any of their  respective  Affiliates to terminate such  relationship at any time
for any reason whatsoever  without liability to the Company,  its Parent, any of
its Subsidiaries or any of their respective Affiliates.

         Section  9.  Death or  Disability  of an  Optionee.  (a)  Except as may
otherwise be expressly provided in the applicable Contract or optionee's written
employment or consulting or termination  contract, if an optionee dies (i) while
he is employed  by, or a consultant  to, the  Company,  its Parent or any of its
Subsidiaries,  (ii)  within  three  (3)  months  after  the  termination  of the
optionee's  employment or consulting  relationship with the Company,  its Parent
and its  Subsidiaries  (unless  such  termination  was for Cause or without  the
consent of the Company) or (iii) within one (1) year  following the  termination
of such  employment  or  consulting  relationship  by reason  of the  optionee's
Disability, the options granted to the optionee as an employee of, or consultant
to, the Company or any of its Subsidiaries,  will become fully vested and may be
exercised,  by the optionee's Legal  Representative  (as such term is defined in
Section 19), at any time within one (1) year after death, but not thereafter and
in no event after the date the option would  otherwise  have expired.  Except as
may  otherwise be expressly  provided in the  applicable  Contract or optionee's
written  employment or consulting or  termination  contract,  any optionee whose
employment  or  consulting  relationship  with the  Company,  its Parent and its
Subsidiaries has terminated by reason of the optionee's  Disability may exercise
such  options,  to the  extent  exercisable  upon  the  effective  date  of such
termination, at any time within one (1) year after such date, but not thereafter
and in no event after the date the option would otherwise have expired.

         (b) Except as may  otherwise  be expressly  provided in the  applicable
Contract,  if an  optionee  dies (i) while the  optionee  is a  director  of the
Company,  (ii) within three (3) months after the  termination  of the optionee's
directorship  with the Company (unless such  termination was for Cause) or (iii)
within one (1) year after the  termination  of the  optionee's  directorship  by
reason of the optionee's  Disability,  the options  granted to the optionee as a
director who was not an employee of or  consultant  to the Company or any of its
Subsidiaries,  may be exercised,  to the extent  exercisable  on the date of the
optionee's death, by the optionee's Legal  Representative at any time within one
(1) year after  death,  but not  thereafter  and in no event  after the date the
option  would  otherwise  have  expired.  Except as may  otherwise  be

                                       -4-
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expressly  provided in the applicable  Contract,  an optionee whose directorship
with the Company has  terminated  by reason of  Disability,  may  exercise  such
options, to the extent exercisable on the effective date of such termination, at
any time within one (1) year after such date, but not thereafter and in no event
after the date the option would otherwise have expired.

         Section 10.  Compliance with Securities  Laws. (a) It is a condition to
the exercise of any option that either (i) a  Registration  Statement  under the
Securities Act of 1933, as amended (the "Securities  Act"),  with respect to the
shares of Common Stock to be issued upon such  exercise  shall be effective  and
current at the time of exercise, or (ii) there is an exemption from registration
under the  Securities  Act for the  issuance of the shares of Common  Stock upon
such  exercise.  Nothing  herein shall be construed as requiring  the Company to
register  shares  subject to any option under the  Securities Act or to keep any
Registration Statement effective or current.

         (b) The  Administrators  may require,  in their sole  discretion,  as a
condition to the grant or exercise of an option,  that the optionee  execute and
deliver to the Company such optionee's  representations and warranties, in form,
substance and scope  satisfactory to the  Administrators,  as the Administrators
may determine to be necessary or convenient to facilitate  the  perfection of an
exemption from the registration  requirements of the Securities Act,  applicable
state  securities  laws  or  other  legal   requirements,   including   (without
limitation)  that (i) the shares of Common  Stock to be issued upon  exercise of
the option are being  acquired by the optionee for the  optionee's  own account,
for investment only and not with a view to the resale or  distribution  thereof,
and (ii) any subsequent resale or distribution of shares of Common Stock by such
optionee will be made only pursuant to (A) a  Registration  Statement  under the
Securities  Act which is  effective  and current  with  respect to the shares of
Common  Stock  being sold,  or (B) a specific  exemption  from the  registration
requirements  of  the  Securities  Act,  but in  claiming  such  exemption,  the
optionee,  prior to any offer of sale or sale of such  shares  of Common  Stock,
shall  provide  the  Company  with  a  favorable   written  opinion  of  counsel
satisfactory to the Company,  in form,  substance and scope  satisfactory to the
Company,  as to the  applicability  of  such  Securities  Act  exemption  to the
proposed sale or distribution.

         (c) In addition, if at any time the Administrators shall determine that
the  listing  or  qualification  of the shares of Common  Stock  subject to such
option on any securities  exchange,  Nasdaq or under any applicable law, or that
the  consent or approval  of any  governmental  agency or  regulatory  body,  is
necessary or desirable as a condition to, or in connection with, the granting of
an option or the issuance of shares of Common Stock thereunder,  such option may
not be granted or exercised in whole or in part, as the case may be, unless such
listing, qualification, consent or approval shall have been effected or obtained
by  the   Administrators   free  of  any   conditions   not  acceptable  to  the
Administrators.

         Section 11. Stock Option  Contracts.  Each option shall be evidenced by
an  appropriate  Contract duly  executed by the Company and the  optionee.  Such
Contract shall contain such terms,  provisions  and conditions not  inconsistent
herewith as may be determined by the  Administrators  in their sole  discretion.
The terms of each option and Contract need not be identical.

         Section   12.   Adjustments   upon   Changes  in  Common   Stock.   (a)
Notwithstanding  any other provision of this Plan, in the event of any change in
the outstanding  Common Stock by reason of a stock  dividend,  recapitalization,
spin-off,  split-up,  combination or exchange of shares or the like that results
in a  change  in the  number  or  kind of  shares  of  Common  Stock  that  were
outstanding  immediately  prior to such event,  the aggregate number and kind of
shares subject to this Plan, the aggregate  number and kind of shares subject to
each outstanding  option and the exercise price thereof,  and the maximum number
of shares subject to options that may be granted to any employee in any calendar
year,  shall  be  appropriately  adjusted  by  the  Board  of  Directors,  whose
determination  shall be conclusive and binding on all parties.  Such  adjustment
may provide for the  elimination  of fractional  shares that might  otherwise be
subject to options without payment therefor.  Notwithstanding the foregoing,  no
adjustment  shall be made  pursuant to this  Section 12 if such  adjustment  (i)
would cause this Plan to fail to comply with Section 422 of the Tax Code or with
Rule 16b-3 (if  applicable to such  option),  or (ii) would be considered as the
adoption of a new plan requiring stockholder approval.

         (b) Except as provided below, unless the Administrators shall, in their
sole discretion,  determine otherwise, upon (i) the dissolution,  liquidation or
sale of all or substantially  all of the business,  properties and assets of the
Company,  (ii) any reorganization,  merger or consolidation in which the Company
does not survive, (iii) any reorganization, merger, consolidation or exchange of
securities  in  which  the  Company  does  survive  and  any  of  the  Company's
stockholders  have the  opportunity  to  receive  cash,  securities  of  another
corporation  and/or other  property in exchange for their  capital  stock of the
Company,  or (iv) any  acquisition by any person or group (as defined in Section
13(d) of the Exchange  Act) of  beneficial

                                      -5-
<PAGE>

ownership of more than fifty  percent (50%) of the  Company's  then  outstanding
shares of Common Stock (each of the events described in clauses (i), (ii), (iii)
and (iv) are referred to herein individually as an "Extraordinary  Event"), this
Plan and each outstanding  option shall  terminate.  In such event each optionee
shall have the right to exercise,  in whole or in part, any unexpired  option or
options  issued to the  optionee,  to the extent that said option is then vested
and  exercisable  pursuant to the  provisions of said option or options and this
Plan within fifteen (15) Business Days of the Company's giving of written notice
to the optionee of such Extraordinary Event.

         (c) Except as otherwise expressly provided in this Plan, the applicable
Contract or the  optionee's  written  employment or  consulting  or  termination
contract,  the  termination of employment of, or the termination of a consulting
or other  relationship  with,  an optionee for any reason shall not,  unless the
Administrators  decide  otherwise,  accelerate or otherwise affect the number of
shares with respect to which an option may be exercised; provided, however, that
the option may only be  exercised  with  respect to that number of shares  which
could have been purchased  under the option had the option been exercised by the
optionee on the date of such termination.

         (d) Notwithstanding anything to the contrary contained in this Plan, or
any  provision  to  the  contrary  contained  in  a  particular  Contract,   the
Administrators, in their sole discretion, at any time, or from time to time, may
elect to  accelerate  the  vesting  or all or any  portion  of any  option  then
outstanding.  The decision by the  Administrators  to accelerate an option or to
decline to accelerate an option shall be final,  conclusive and binding.  In the
event of the  acceleration of the  exercisability  of options as the result of a
decision by the  Administrators  pursuant to this  Section 12, each  outstanding
option so accelerated  shall be exercisable for a period from and after the date
of  such   acceleration  and  upon  such  other  terms  and  conditions  as  the
Administrators may determine in their sole discretion;  provided,  however, that
such terms and conditions  (other than terms and conditions  relating  solely to
the  acceleration  of  exercisability  and the related  termination of an option
after the stated  period) may not  adversely  affect the rights of any  optionee
without  the consent of the  optionee so  adversely  affected.  Any  outstanding
option  that has not been  exercised  by the  holder  at the end of such  stated
period shall terminate automatically and become null and void.

         Section 13.  Amendments  and  Termination  of this Plan.  This Plan was
adopted by the Board of Directors on December 4, 2000.  No option may be granted
under this Plan after December 4, 2010. The Board of Directors,  without further
approval of the  Company's  stockholders,  may at any time  suspend or terminate
this Plan,  in whole or in part,  or amend it from time to time in such respects
as it may deem  advisable,  including  (without  limitation)  in order that ISOs
granted  hereunder meet the requirements for "incentive stock options" under the
Tax Code, or to comply with the  provisions of Rule 16b-3 of the Exchange Act or
Section 162(m) of the Tax Code or any change in applicable  laws or regulations,
ruling  or  interpretation  of  any  governmental  agency  or  regulatory  body;
provided,  however, that no amendment shall be effective,  without the requisite
prior or subsequent stockholder approval,  that would (a) except as contemplated
in Section 12,  increase the maximum  number of shares of Common Stock for which
options may be granted  under this Plan or change the  maximum  number of shares
for which options may be granted to employees in any calendar  year,  (b) change
the  eligibility  requirements  for  individuals  entitled  to  receive  options
hereunder,  or (c) make any change for which  applicable law or any governmental
agency  or  regulatory  body  requires  stockholder  approval.  No  termination,
suspension  or  amendment of this Plan shall  adversely  affect the rights of an
optionee  under any option  granted  under  this Plan  without  such  optionee's
consent.  The power of the  Administrators to construe and administer any option
granted  under this Plan prior to the  termination  or  suspension  of this Plan
shall continue after such termination or during such suspension.

         Section 14. Non-Transferability. (a) Except as otherwise provided below
or in the  applicable  Contract,  no option  granted  under  this Plan  shall be
transferable  other than by will or the laws of descent  and  distribution,  and
options  may be  exercised,  during the  lifetime of the  optionee,  only by the
optionee or the optionee's Legal Representatives.  Except to the extent provided
below or in the applicable Contract,  options may not be assigned,  transferred,
pledged,  hypothecated or disposed of in any way (whether by operation of law or
otherwise) and shall not be subject to execution, attachment or similar process,
and  any  such  attempted  assignment,   transfer,   pledge,   hypothecation  or
disposition  shall be null and void ab initio and of no force or effect,  unless
and to the extent the Board, in the case of NQSOs, has given its express written
consent to any pledge or  hypothecation  to (and  subsequent  disposition  by) a
financial institution, which NQSOs shall continue to be subject to the terms and
provisions of this Plan and the  applicable  Contract and may be subject to such
additional  limits,  conditions  and  provisions as the Board may require in its
sole and absolute discretion as a condition of such consent.

                                      -6-
<PAGE>

         (b) The  Administrators  may, in their  discretion,  authorize all or a
portion of any NQSO granted to an optionee to be on terms which permit  transfer
by such optionee to (i) the spouse,  children or  grandchildren  of the optionee
("Immediate Family Members"),  including (without  limitation)  adopted children
and  grandchildren,  (ii) a trust or trusts  for the  exclusive  benefit of such
Immediate Family Members,  or (iii) a partnership in which such Immediate Family
Members are the only partners,  provided that (A) there may be no  consideration
for any such transfer (other than natural love and affection,  the beneficial or
equity  interests  therein  received in  connection  with any such transfer to a
trust or  partnership,  or the legal  consideration  for such a  transfer  to be
enforceable),  and (B) the  Contract  pursuant to which such options are granted
must  (1) be  specifically  approved  by the  Administrators  and (2)  expressly
provide for transferability in a manner consistent with this Section 14.

         (c) Following any permitted  transfer,  any such options shall continue
to be subject to the same terms and  conditions as were  applicable  immediately
prior to transfer,  provided that for purposes of Sections 7 and 10 reference to
"optionee" shall be deemed to refer to the transferee. The provisions in Section
8 hereof  respecting  the effect of  termination  of  employment  and  Section 9
respecting  the effect of death or Disability  shall continue to be applied with
respect  to  the  original  optionee,  following  which  the  options  shall  be
exercisable by the transferee only to the extent,  and for the periods specified
in the  Contract.  Any  permitted  transferee  shall  be  required  prior to any
transfer  of an  option  or shares of  Common  Stock  acquired  pursuant  to the
exercise  of an option  to  execute  a  written  undertaking  to be bound by the
provisions of this Plan and the applicable Contract.

         Section 15.  Withholding  Taxes.  The  Company,  or its  Subsidiary  or
Parent,  as  applicable,  may  withhold  (a) cash or (b) with the consent of the
Administrators  (in the  Contract or  otherwise),  shares of Common  Stock to be
issued upon exercise of an option or a combination of cash and shares, having an
aggregate fair market value  (determined in accordance  with Section 5) equal to
the amount  which the  Administrators  determine  is  necessary  to satisfy  the
obligation of the Company, a Subsidiary or Parent to withhold Federal, state and
local income taxes or other  amounts  incurred by reason of the grant,  vesting,
exercise or disposition of an option or the disposition of the underlying shares
of Common Stock.  Alternatively,  the Company may require the optionee to pay to
the Company such amount, in cash, promptly upon demand.

         Section 16. Legends;  Payment of Expenses.  (a) The Company may endorse
such legend or legends upon the  certificates  for shares of Common Stock issued
upon  exercise of an option  under this Plan and may issue such "stop  transfer"
instructions  to its transfer  agent in respect of such shares as it determines,
in its  sole  discretion,  to be  necessary  or  appropriate  to (i)  prevent  a
violation of, or to perfect an exemption from, the registration  requirements of
the  Securities   Act,   applicable   state   securities  laws  or  other  legal
requirements,  (ii)  implement  the  provisions  of this  Plan or any  agreement
between  the  Company  and the  optionee  with  respect to such shares of Common
Stock,   or  (iii)  permit  the  Company  to  determine  the   occurrence  of  a
"disqualifying  disposition," as described in Section 421(b) of the Tax Code, of
the shares of Common Stock transferred upon the exercise of an ISO granted under
this Plan.

         (b) The  Company  shall pay all  issuance  taxes  with  respect  to the
issuance of shares of Common Stock upon the exercise of an option  granted under
this  Plan,  as well  as all  fees  and  expenses  incurred  by the  Company  in
connection with such issuance.

         Section 17. Use of Proceeds.  Except to the extent required by law, the
Company's  Certificate  of  Incorporation,  or the Company's  By-laws,  the cash
proceeds to be received  upon the exercise of an option under this Plan shall be
added to the general funds of the Company and used for such  corporate  purposes
as the Board of Directors may determine, in its sole discretion.

         Section  18.  Substitutions  and  Assumptions  of  Options  of  Certain
Constituent Corporations. Anything in this Plan to the contrary notwithstanding,
the Board of  Directors  may,  without  further  approval  by the  stockholders,
substitute new options for prior options of a Constituent  Corporation  (as such
term is defined in Section 19) or assume the prior  options of such  Constituent
Corporation.

         Section 19. Definitions.

         (a)  "Affiliate"  shall  mean with  respect to the  Company,  any other
corporation or other entity (other than a Parent or a Subsidiary),  who directly
or  indirectly,  is in control of, is controlled  by or is under common  control
with the Company.  For the purposes of this  definition,  "control"  (including,
with correlative  meaning,  the terms  "controlled by" and "under common control
with") as used with respect to any  corporation or other entity,  shall mean the
possession,  directly  or  indirectly,  of the  power to  direct  or  cause

                                      -7-
<PAGE>
the  direction  of the  management  and  policies of such  corporation  or other
entity,  whether  through  the  ownership  of  capital  stock,  by  contract  or
otherwise.

         (b)  "Business  Day" shall mean any day other than (i) any  Saturday or
Sunday or (ii) New Year's Day, Martin Luther King's  Birthday,  Presidents' Day,
Memorial  Day,  Independence  Day,  Labor  Day,  Columbus  Day,  Veterans'  Day,
Thanksgiving, and Christmas.

         (c) "Cause," in connection with the  termination of an optionee,  shall
mean (i) "cause",  as such term (or any similar  term,  such as "with cause") is
defined in any employment, consulting or other applicable agreement for services
or termination  agreement between the Company and such optionee,  or (ii) in the
absence of such an  agreement,  "cause" as such term is defined in the  Contract
executed by the Company  and such  optionee  pursuant to Section 11, or (iii) in
the absence of both of the  foregoing,  (A)  indictment of such optionee for any
illegal conduct,  (B) failure of such optionee to adequately  perform any of the
optionee's  duties and  responsibilities  in any capacity held with the Company,
any of its  Subsidiaries  or any Parent  (other than any such failure  resulting
solely from such optionee's physical or mental  incapacity),  (C) the commission
of any act or failure to act by such  optionee that  involves  moral  turpitude,
dishonesty,  theft,  destruction of property,  fraud,  embezzlement or unethical
business  conduct,  or that is otherwise  injurious  to the Company,  any of its
Subsidiaries  or any Parent or any other  affiliate  of the  Company  (or its or
their respective employees), whether financially or otherwise, (D) any violation
by such  optionee of any Company  rule or policy,  or (E) any  violation by such
optionee of the  requirements of such Contract,  any other contract or agreement
between the  Company  and such  optionee or this Plan (as in effect from time to
time);  in each case,  with respect to clauses (A) through (E), as determined by
the Board of Directors in their sole and absolute discretion.

         (d) "Constituent  Corporation" shall mean any corporation which engages
with the Company, its Parent or any Subsidiary in a transaction to which Section
424(a)  of the Tax Code  applies  (or  would  apply  if the  option  assumed  or
substituted were an ISO), or any Parent or any Subsidiary of such corporation.

         (e) "Disability" shall mean a permanent and total disability within the
meaning of Section 22(e)(3) of the Tax Code.

         (f) "Legal  Representative"  shall mean the executor,  administrator or
other  person who at the time is  entitled  by law to  exercise  the rights of a
deceased or incapacitated  optionee with respect to an option granted under this
Plan.

         (g) "Parent"  shall mean a "parent  corporation"  within the meaning of
Section 424(e) of the Tax Code.

         (h)  "Subsidiary"  shall  mean a  "subsidiary  corporation"  within the
meaning of Section 424(f) of the Tax Code.

         Section 20.  Governing  Law. This Plan,  such options as may be granted
hereunder,  the  Contracts  and all related  matters  shall be governed  by, and
construed  in  accordance  with,  the laws of the State of Delaware  (other than
those that would defer to the substantive laws of another jurisdiction).

         Section 21.  Construction.  Neither this Plan nor any Contract shall be
construed or interpreted  with any presumption  against the Company by reason of
the Company  causing  this Plan or Contract  to be  drafted.  Whenever  from the
context it appears appropriate, any term stated in either the singular or plural
shall include the plural and singular,  respectively, and any term stated in the
masculine,  feminine  or neuter  gender  shall  include the other forms as well.
Captions and headings  have been provided for  convenience  and shall not affect
the meaning or interpretation of this Plan or any Contract.

         Section  22.  Partial   Invalidity.   The  invalidity,   illegality  or
unenforceability of any provision in this Plan, any option or Contract shall not
affect the validity,  legality or enforceability of any other provision,  all of
which shall be valid,  legal and enforceable to the fullest extent  permitted by
applicable law.

         Section  23.  Stockholder  Approval.  This  Plan  shall be  subject  to
approval by (a) the  holders of a majority of the votes  present in person or by
proxy  entitled  to  vote  hereon  at a  duly  held  meeting  of  the  Company's
stockholders  at which a quorum is  present  or (b) the  Company's  stockholders
acting in accordance with the provisions of Section 228 of the Delaware  General
Corporation  Law. No options  granted  hereunder may be exercised  prior to such
approval,  provided,  however,  that the date of  grant of any  option  shall be
determined   as  if  this  Plan  had  not  been   subject   to  such   approval.
Notwithstanding  the  foregoing,  if this Plan is not  approved by a vote of the
stockholders  of the Company on or before  December  4, 2001,  this Plan and any
options granted hereunder shall terminate.

                                      -8-