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                                   EXHIBIT 4.6

                        COMPASS KNOWLEDGE HOLDINGS, INC.
                         2000 EMPLOYEE STOCK OPTION PLAN














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                        COMPASS KNOWLEDGE HOLDINGS, INC.
                         2000 EMPLOYEE STOCK OPTION PLAN

1.       ADOPTION AND PURPOSE

         COMPASS KNOWLEDGE HOLDINGS, Inc., a Nevada corporation (the "Company"),
         adopted its 2000 Employment Stock Option Plan ("Plan") effective
         January 1, 2000. The purpose of the Plan is to foster and promote the
         financial success of the Company and increase stockholder value by
         strengthening the Company's ability to attract and retain qualified
         Employees and Consultants by furnishing suitable recognition of their
         efforts which contributed to the success of the Company and to align
         their interests to the long-term interest of the Company stockholders.
         The Plan is intended to provide "incentive stock options" within the
         meaning of that terms under Section 422 of the Internal Revenue Code of
         1986, as amended (the "Code"), as well as non-qualified stock options.
         Any proceeds of cash or property received by the Company for the sale
         of COMPASS KNOWLEDGE HOLDINGS, Inc. common stock, no par value (the
         "Common Stock") pursuant to Options granted under this Plan will be
         used for general corporate purposes.

2.       ADMINISTRATION

         2.1      The Plan shall be administered by a committee (the
                  "Compensation Committee") appointed by the Board of Directors
                  of the Company (the "Board") and composed of at least two
                  Board members. The Compensation Committee shall meet the plan
                  administrator requirements described under Rule 16b-3(c)(2)
                  promulgated under the Securities Exchange Act of 1934, as
                  amended ("Exchange Act"), or any similar rule which may
                  subsequently be in effect. Any vacancy on the Compensation
                  Committee shall be filled by the Board.

         2.2      Subject to the express provisions of the Plan, the
                  Compensation Committee shall have the sole and complete
                  authority to (i) determine key employees and others to whom
                  awards hereunder shall be granted, (ii) make awards in such
                  form and amounts as it shall determine, (iii) impose such
                  limitations and conditions upon such awards as it shall deem
                  appropriate, (iv) interpret the Plan, prescribe, amend and
                  rescind rules and regulations relating to it, (v) determine
                  the terms and provisions of the respective participants'
                  agreement (which need not be identical), and (vi) make such
                  other determinations as it deems necessary or advisable for
                  the administration of the Plan. The decisions of the
                  Compensation Committee on matters within their jurisdictions
                  under the Plan shall be conclusive and binding on the Company
                  and all other persons. No member of the Board or the
                  Compensation Committee shall be liable for any action taken or
                  determined made in good faith.

         2.3      All expenses associated with the Plan shall be paid by the
                  Company or its Subsidiaries.

3.       DEFINITIONS

         3.1      "CAUSE" when used in connection with the termination of a
                  Participant's employment with the Company, shall mean the
                  termination of the Participant's employment by the Company by
                  reason of (i) the conviction of the Participant of a crime
                  involving moral turpitude by a court of competent jurisdiction
                  as to


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                  which no further appeal can be taken: (ii) the proven
                  commission by the Participant of any act of fraud upon the
                  Company, (iii) the willful and proven misappropriation of any
                  funds or property of the Company by the Participant; (iv) the
                  willful, continued and unreasonable failure by the Participant
                  in any direct, material conflict of interest with the Company
                  without compliance with the Company's conflict of interest
                  policy, if any, then in effect; (vi) the knowing engagement by
                  the Participant, without the written approval of the Board of
                  Directors of the Company, in any activity which competes with
                  the business of the Company or which would result in material
                  injury to the company; or (vii) the knowing engagement in any
                  activity which would constitute a material violation of the
                  provisions of the Company's insider trading policy or business
                  ethics policy, if any, then in effect.

         3.2      "CHANGE IN CONTROL" shall mean the occurrence of any of the
                  following events.

                  (i)      any Person becomes, after the effective date of this
                           Plan, the "beneficial owner" (as defined in Rule
                           13d-3 promulgated under the Exchange Act), directly
                           or indirectly, of securities of the Company
                           representing 30% or more of the combined voting power
                           of the Company's then outstanding securities, unless
                           the Board (as constituted immediately prior to such
                           Change In Control) determines in its sole absolute
                           discretion that no Change in Control has occurred.

                  (ii)     individuals who constitute the Board on the effective
                           date of the Plan cease, for any reason, to constitute
                           at least a majority of the Board of Directors,
                           PROVIDED, HOWEVER, that any person becoming a
                           director subsequent to the effective date of the Plan
                           who was nominated for election by at least 66 2/3% of
                           the Board as constituted on the effective date of the
                           Plan (other than the nomination of an individual
                           whose initial assumption of office is in connection
                           with an actual or threatened election contest,
                           relating to the election of the Board of Directors,
                           as such terms are used in Rule 14a-11 of Regulation
                           14A promulgated under the Exchange Act) shall be, for
                           purposes of this Plan, considered a member of the
                           Board as constituted on the effective date of the
                           Plan; or

                  (iii)    the Board of Directors determines in its sole and
                           absolute discretion that there has been a Change in
                           Control of the Company.

         3.3      "CONSULTANTS" shall mean any person who is engaged by the
                  Company or any parent or Subsidiary of the Company to render
                  consulting services and is compensated for such consulting
                  services.

         3.4      "EMPLOYEE" shall mean any person employed on an hourly or
                  salaried basis by the Company or any parent to Subsidiary of
                  the Company that now exists or hereafter is organized or
                  acquires the Company.

         3.5      The "FAIR MARKET VALUE" of a share of Common Stock on any date
                  shall be (i) the closing sales price on the immediately
                  preceding business day of a share of Common Stock as reported
                  on the principal securities exchange on which shares of Common
                  Stock are listed or admitted to trading, or (ii) if not so
                  reported, the average of the closing bid and asked prices for
                  a share of Common Stock on the




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                  immediately preceding business day as quoted on the National
                  Association of Securities Dealers Automated Quotation System
                  ("Nasdaq"), or (iii) if not quoted by the National Quotation
                  Bureau's "Pink Sheets" or the National Association of
                  Securities Dealers' OTC Bulletin Board System, or (iv) if none
                  of the above as determined by the Company's Board of
                  Directors. If the price of a share of Common Stock shall not
                  be so reported, the Fair Market Value of a share of Common
                  Stock shall be determined by the Compensation Committee in its
                  absolute discretion. In no event shall the Fair Market Value
                  of any shares of Common Stock be less than its par value.

         3.6      "INCENTIVE STOCK OPTION" shall mean an option which is an
                  "incentive stock option" within the meaning of Section 422 of
                  the Code and which is identified as an Incentive Stock Option
                  in the agreement by which it is evidenced.

         3.7      "NON-QUALIFIED STOCK OPTION" shall mean an Option which is not
                  an Incentive Stock Option and which is identified as a
                  Non-Qualified Stock Option in the agreement by which it is
                  evidenced.

         3.8      "OPTION" shall mean an Option to purchase shares of Common
                  Stock of the Company granted pursuant to this Plan. Each
                  Option shall be identified either as an Incentive Stock Option
                  or a Non-Qualified Stock Option in the agreement by which it
                  is evidenced.

         3.9      "SUBSIDIARY" shall mean a corporation (other than the Company)
                  in which the Company directly or indirectly controls 50% or
                  more of the combined voting power of all stock of that
                  corporation.

4.       ELIGIBILITY

         The Compensation Committee may grant Options to purchase Common Stock
         under this Plan to Employees of the Company, or its Subsidiaries, as
         well as to Consultants or to any Trust established for the purposes set
         forth herein. Employees of the Company, as well as the Consultants who
         are granted Options pursuant to this Plan shall be referred to as
         "Participants". The Compensation Committee shall determine, within the
         provisions of the Plan, those persons to whom, and the times at which,
         Options shall be granted. In making such determinations, the
         Compensation Committee may take into account the nature of the services
         rendered by such person, his or her present and potential contributions
         to the Company's success, and such other factors as the Compensation
         Committee, in its discretion shall deem relevant. Grants may be made to
         the same individual on more than one occasion.

5.       GRANTING OF OPTIONS

         5.1      Powers of the Compensation Committee. The Compensation
                  Committee shall determine, in accordance with the provisions
                  of the Plan, the duration of each Option, the exercise price
                  of each Option, the time or times within which (during the
                  term of the Option) all or portions of each Option may be
                  exercised, and whether cash, Common Stock, or other property
                  may be accepted in full or partial payment upon exercise of an
                  Option.





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         5.2      Number of Options. As soon as practicable after the date an
                  individual is determined to be eligible under Section 4
                  hereof, the Compensation Committee may, in its discretion,
                  grant to such person a number of Options determined by the
                  Compensation Committee.

6.       COMMON STOCK

         Each Option granted under the Plan shall be convertible into one share
         of Common Stock, unless adjusted in accordance with the provisions of
         Section 8 hereof. Options may be granted for a number of shares not to
         exceed, in the aggregate, 1,000,000 shares of Common Stock, subject to
         adjustment pursuant to Section 8 hereof. For purposes of calculating
         the maximum number of shares of Common stock that may be issued under
         the Plan, (i) all the shares issued (including the shares, if any,
         withheld for tax withholding requirements) shall be counted when cash
         is used as full payment for shares issued upon the exercise of an
         Option, and (ii) shares tendered by a Participant as payment for shares
         issued upon exercise of an Option shall be available for issuance under
         the Plan. Upon the exercise of an Option, the Company may deliver
         either authorized but unissued shares, treasury shares, or any
         combination thereof. In the event that any Option granted under the
         Plan expires unexercised, or is surrendered by a participant for
         cancellation, or is terminated or ceases to be exercisable for any
         other reason without having been fully exercised, the Common Stock
         subject to such Option shall again become available for new Options to
         be granted under the Plan to any eligible person (including the holder
         of such former Option) at an exercise price determined in accordance
         with Section 7.2 hereof, which price may then be greater or less than
         the exercise price of such former Option. No fractional shares of
         Common Stock shall be issued, and the Compensation Committee shall
         determine the manner in which fractional share value shall be treated.

7.       REQUIRED TERMS AND CONDITIONS OF OPTIONS

         7.1      Award of Options. The Compensation Committee may, from time to
                  time and subject to the provisions of the Plan and such other
                  terms and conditions as the Compensation Committee may
                  prescribe, grant to any Participant in the Plan one or more
                  Incentive Stock Options or Non-Qualified Stock Options to
                  purchase for cash or shares the number of shares of Common
                  Stock allotted by the Compensation Committee. The date an
                  Option is granted shall mean the date selected by the
                  Compensation Committee as of which the Compensation Committee
                  allots a specific number of shares to a Participant pursuant
                  to the Plan.

         7.2      Exercise Price. The exercise price of any Non-Qualified Stock
                  Option granted under the Plan shall be such price as the
                  Compensation Committee shall determine on the date on which
                  such Non-Qualified Stock Option is granted; provided, however,
                  that such stock price may not be less than 85% of the Fair
                  Market Value of a share of Common stock on the date the Option
                  is granted. Except as provided in Section 7.4 hereof, the
                  exercise price of any Incentive Stock Option granted under the
                  Plan shall be not less than 100% of the Fair Market Value of a
                  share of Common Stock on the date on which such Incentive
                  Stock Option is granted.

         7.3      Term and Exercise. Each Option shall be exercisable on such
                  date or dates, during such period and for such number of
                  shares of Common Stock as shall be




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                  determined by the Compensation Committee on the day on which
                  such Option is granted and as set forth in the agreement
                  evidencing the Option; PROVIDED, HOWEVER, that (A) no Option
                  shall be exercisable after the expiration of seven (7) years
                  from the date such Option was granted; and (B) no Incentive
                  Stock Option granted to a 10% shareholder as set forth in
                  Section 7.4 hereof shall be exercisable after the expiration
                  of five (5) years from the date such Incentive Stock Option
                  was granted; and, PROVIDED, FURTHER, that each Option shall be
                  subject to earlier termination, expiration or cancellation as
                  provided in the Plan. Each Option shall be exercisable in
                  whole or in part with respect to whole shares of Common Stock.
                  The partial exercise of an Option shall not cause the
                  expiration, termination or cancellation of the remaining
                  portion thereof. On the partial exercise of an Option, the
                  agreement evidencing such Option shall be returned to the
                  Participant exercising such Option together with the delivery
                  of the certificates described in Section 7.7 hereof.

         7.4      RESERVED

         7.5      Maximum Amount of Option Grant. To the extent that the
                  aggregate Fair Market Value (determined on the date the Option
                  is granted) of Common Stock subject to Incentive Stock Options
                  exercisable for the first time by a Participant during any
                  calendar year exceeds $25,000, such Option shall be treated as
                  Non-Qualified Stock Options.

         7.6      Method of Exercise. An Option shall be exercised by delivering
                  notice to the Company's principal office, to the attention of
                  its Secretary, no fewer than five business days in advance of
                  the effective date of the proposed exercise. Such notice shall
                  be accompanied by the agreement evidencing the Option, shall
                  specify the number of shares of Common Stock with respect to
                  which the Option is being exercised and the effective date of
                  the proposed exercise, and shall be signed by the Participant.
                  The Participant may withdraw such notice at any time prior to
                  the close of business on the business day immediately
                  preceding the effective date of the proposed exercise, in
                  which case such agreement shall be returned to the
                  Participant. Payment for shares of Common Stock purchased upon
                  the exercise of an Option shall be made on the effective date
                  of such exercise either (i) in cash, by certified check, bank
                  cashier's check or wire transfer or (ii) subject to the
                  approval of the Compensation Committee, in shares of Common
                  Stock owned by the Participant and valued at their Fair Market
                  Value on the effective date of such exercise, or partly in
                  shares of Common Stock with the balance in cash, by certified
                  check, bank cashier's check or wire transfer. Any payment in
                  shares of Common Stock shall be effected by the delivery of
                  such shares to the Secretary of the Company, duly endorsed in
                  blank or accompanied by stock powers duly executed in blank,
                  together with any other documents and evidences as the
                  Secretary of the Company shall require from time to time.

         7.7      Delivery of Stock Certificates. Certificates for shares of
                  Common Stock purchased on the exercise of an Option shall be
                  issued in the name of the Participant and delivered to the
                  Participant as soon as practicable following the effective
                  date on which the Option is exercised; PROVIDED, HOWEVER, that
                  such delivery shall be effected for all purposes when the
                  stock transfer agent of the Company shall have deposited such
                  certificates in the United States mail, addressed to the
                  Participant.




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8.       ADJUSTMENTS

         8.1      The aggregate number or type of shares of Common Stock with
                  respect to which Options may be granted hereunder, the number
                  or type of shares of Common Stock subject to each outstanding
                  Option, and the exercise price per share for each such Option
                  may all be appropriately adjusted, as the Compensation
                  Committee may determine, for any increase or decrease in the
                  number of shares of issued Common Stock resulting from a
                  subdivision or consolidation of shares whether through
                  reorganization, recapitalization, consolidation, payment of a
                  shared dividend, or other similar increase or decrease.

         8.2      Subject to any required action by the stockholders, if the
                  Company shall be a party to a transaction involving a sale of
                  substantially all its assets, a merger, or a consolidation,
                  any Option granted hereunder shall pertain to and apply to the
                  securities to which a holder of Common Stock would be entitled
                  to receive as a result of such transaction; PROVIDED, HOWEVER,
                  that all unexercised Options under the Plan may be Cancelled
                  by the Company as of the effective date of any such
                  transaction by giving notice to the holders of such Options of
                  its intention to do so, and by permitting the exercise of such
                  Options during the 30-day period immediately after the date
                  such notice is given.

         8.3      In the case of dissolution of the Company, every Option
                  outstanding hereunder shall terminate; PROVIDED, HOWEVER, that
                  each Option holder shall have 30 days' prior written notice of
                  such event, during which time he shall have a right to
                  exercise his partly or wholly unexercised Options.

         8.4      On the basis of information known to the Company, the
                  Compensation Committee shall make all determinations under
                  this Section 8, including whether a transaction involves a
                  sale of substantially all the Company's assets; and all such
                  determinations shall be conclusive and binding on the Company
                  and all other persons.

         8.5      Upon the occurrence of a Change in Control, the Compensation
                  Committee (as constituted immediately prior to the Change in
                  Control) shall determine, in its absolute discretion, whether
                  each Option granted under the Plan and outstanding at such
                  time shall become fully and immediately exercisable and shall
                  remain exercisable until its expiration, termination or
                  cancellation pursuant to the terms of the Plan or whether each
                  such Option shall continue to vest according to its terms.

9.       OPTION AGREEMENTS

         Each award of Options shall be evidenced by a written agreement,
         executed by the Participant and the Company, which shall contain such
         restrictions, terms and conditions as the Compensation Committee may
         require in accordance with the provisions of this Plan. Option
         agreements need not be identical. The certificates evidencing the
         shares of Common Stock acquired upon exercise of an Option may bear a
         legend referring to the terms and conditions contained in the
         respective Option agreement and the Plan, and the Company may place a
         stop transfer order with its transfer agent against the transfer of
         such shares. If requested to do so by the Compensation Committee at the
         time of




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         exercise of an Option, each Participant shall execute a certificate
         indicating that he is purchasing the Common Stock under such Option for
         investment and not with any present intention to sell the same.

10.      LEGAL AND OTHER REQUIREMENTS

         10.1     The Company shall be under no obligation to effect the
                  registration pursuant to the Securities Act of 1933, as
                  amended, of any shares of Common Stock to be issued hereunder
                  or to effect similar compliance under any state laws.
                  Notwithstanding anything herein to the contrary, the Company
                  shall not be obligated to cause to be issued or delivered any
                  certificates evidencing shares of Common Stock pursuant to the
                  Plan unless and until the Company is advised by its counsel
                  that the issuance and delivery of such certificates is in
                  compliance with all applicable laws, regulations of
                  governmental authority and the requirements of any securities
                  exchange on which shares of Common Stock are traded. The
                  Compensation Committee may require, as a condition of the
                  issuance and delivery of certificates evidencing shares of
                  Common Stock pursuant to the terms hereof, that the recipient
                  of such shares make such covenants, agreements and
                  representations, and that such certificates bear such legends,
                  as the Compensation Committee, in its sole discretion, deems
                  necessary or desirable. The exercise of any Option grated
                  hereunder shall only be effective at such time as counsel to
                  the Company shall have determined that the issuance and
                  delivery of shares of Common Stock pursuant to such exercise
                  is in compliance with all applicable laws, regulations of
                  governmental authorities and the requirements of any
                  securities exchange on which shares of Common Stock are
                  traded. The Company may, in its sole discretion, defer the
                  effectiveness of any exercise of an Option granted hereunder
                  in order to allow the issuance of shares of Common Stock
                  pursuant thereto to be made pursuant to registration or an
                  exemption from registration or other methods for compliance
                  available under federal or state securities laws. The Company
                  shall inform the Participants in writing of its decision to
                  defer the effectiveness of the exercise of an Option has been
                  deferred, the Participant may, by written notice, withdraw
                  such exercise and obtain the refund of any amount paid with
                  respect thereto.

         10.2     With respect to persons subject to Section 16 of the
                  Securities Exchange Act of 1934, as amended ("Exchange Act"),
                  transactions under this Plan are intended to comply with all
                  applicable conditions of Rule 16b-3 or its successors under
                  the Exchange Act. To the extent any provisions of the Plan or
                  action by the Compensation Committee fails to so comply, it
                  shall be deemed null and void, to the extent permitted by law
                  and deemed advisable by the Compensation Committee. Moreover,
                  in the event the Plan does not include a provision required by
                  Rule 16b-3 to be stated therein, such provision (other than
                  one relating to eligibility requirements, or the price and
                  amount of Options) shall be deem automatically to be
                  incorporated by reference into the Plan insofar as
                  Participants subject to Section 16 are concerned. The
                  Compensation Committee may at any time impose any limitations
                  upon the exercise, delivery and payment of any Option which in
                  the Compensation Committee's discretion, are necessary in
                  order to comply with Section 16(b) and the rules and
                  regulations thereunder.

         10.3     A Participant shall have no rights as a stockholder with
                  respect to any shares covered by an Option, or exercised by
                  him, until the date of delivery of a stock




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                  certificate to him for such shares. No adjustment, other than
                  pursuant to Section 8 hereof, shall be made for dividends or
                  other rights for which the record date is prior to the date
                  such stock certificate is delivered.

11.      NON-TRANSFERABILITY

         During the lifetime of a Participant, any Option granted to him shall
         be exercisable only by him or by his guardian or legal representative.
         No Option shall be assignable or transferable, except by will, by the
         laws of descent and distribution, or pursuant to certain domestic
         relations orders. The granting of an Option shall impose no obligation
         upon the holder thereof to exercise such Option or right.

12.      NO CONTRACT OF EMPLOYMENT

         The adoption of this Plan or the grant of any Option shall not be
         construed as giving a Participant the right to continue employment with
         the Company or any Subsidiary of the Company. Furthermore, the Company
         or any Subsidiary of the Company may at any time dismiss a Participant
         from employment, free from any liability or claim under the Plan,
         unless otherwise expressed provided in the Plan or any Option
         agreement.

13.      EFFECT OF TERMINATION OF EMPLOYMENT

         13.1     If the employment or consulting, service or similar
                  relationship of a Participant with the Company shall terminate
                  for any reason other than Cause, "permanent and total
                  disability" (within the meaning of Section 22(e)(3) of the
                  Code) or the death of the Participant (1) Options granted to
                  such Participant, to extent that they were exercisable at the
                  time of such termination, shall remain exercisable until the
                  expiration of three months after such termination, on which
                  date they shall expires, and (b) Options granted to such
                  Participant, to the extent that they were not exercisable at
                  the time of such termination, shall expire at the close of
                  business on the date of such termination; PROVIDED, HOWEVER,
                  that no Option shall be exercisable after the expiration of
                  its terms.

         13.2     If the employment or consulting, service or similar
                  relationship of a Participant with the Company shall terminate
                  on account of the "permanent and total disability" (within the
                  meaning of Section 22(e)(3) of the Code) or the death of the
                  Participant (a) Options granted to such Participant, to the
                  extent that they were exercisable at the time of termination,
                  shall remain exercisable until the expiration of one year
                  after such termination, on which date they shall expires, and
                  (b) Options granted to such Participant, to the extent that
                  they were not exercisable at the time of such termination,
                  shall expire at the close of business on the date of such
                  termination; PROVIDED, HOWEVER, that no Option shall be
                  exercisable after the expiration of its term.

         13.3     In the event of the termination of a Participant's employment
                  or other relationship with the Company for Cause, all
                  outstanding Options granted to such Participant shall expire
                  at the commencement of business the date of such termination.





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14.      INDEMNIFICATION OF COMPENSATION COMMITTEE

         In addition to such other rights of indemnification as they may have as
         members of the Board or the Compensation Committee, the members of the
         Compensation Committee shall be indemnified by the Company against the
         reasonable expenses, including attorney's fees actually and necessarily
         incurred in connection with the defense of any action, suite or
         proceeding (or in connection with any appeal therein), to which they or
         any of them may be party by reason of any action taken or failure to
         act under or in connection with the Plan or any Option granted
         hereunder, and against all amounts paid by them in settlement thereof
         (provided such settlement is approved by independent legal counsel
         selected by the Company) or paid by them in satisfaction of a judgment
         in any such action, suite or proceeding, except in relation to matters
         as to which it shall be adjudged in such action, suit or proceeding
         that such Compensation Committee member is liable for gross negligence
         or misconduct in the performance of his duties, provided that within 60
         days after institution of any such action, suite or proceeding a
         Compensation Committee member shall in writing offer the Company the
         opportunity, at its own expense, to handle and defend the same.

15.      WITHHOLD TAXES

         Whenever the Company proposes or is required to issue or transfer
         shares of Common Stock under the Plan, the Company shall have the right
         to require the Participant to remit to the Company an amount sufficient
         to satisfy any federal, state and/or local withholding tax requirements
         prior to the delivery of any certificate or certificates for such
         shares. Alternatively, the Company may issue or transfer such shares of
         Common Stock net the number of shares sufficient to satisfy the
         withholding tax requirements. For withholding tax purposes, the shares
         of Common Stock will be valued on the date the withholding obligation
         is incurred.

16.      NEWLY ELIGIBLE PARTICIPANTS

         Except as otherwise provided herein, the Compensation Committee shall
         be entitled to make such rules, regulations, determinations and awards
         as it deems appropriate in respect of any person who become eligible to
         participate in the Plan.

17.      TERMINATION AND AMENDMENT OF PLAN

         The Board of Directors may at any time suspend or discontinue the Plan
         or revise or amend it in any respect whatsoever, PROVIDED, HOWEVER,
         that without approval of the holders of a majority of the outstanding
         shares of Common Stock present in person or by proxy at an annual or
         special meeting of stockholders, no revision or amendments shall (i)
         increase the number of shares of Common Stock that may be issued under
         the Plan, except as provided in Section 8 hereof, (ii) materially
         increase the benefits accruing to individuals holding Options granted
         pursuant to the Plan, or (iii) materially modify the requirements as to
         eligibility for participation in the Plan.

18.      GENDER AND NUMBER

         Except when otherwise indicated by the context, words in the masculine
         gender when used in the Plan shall include the feminine gender and vice
         versa, and the singular shall include the plural and the plural shall
         include the singular.





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19.      GOVERNING LAW

         The Plan, and all agreements hereunder, shall be construed in
         accordance with and governed by the laws of the State of Nevada.

20.      EFFECTIVE DATE OF PLAN

         The effective date of the Plan is January 1, 2000. The Plan, each
         amendment to the Plan, and each Option granted under the Plan is
         conditional on and shall be of no force or effect until approval of the
         Plan and each amendment of the Plan by the holders of a majority of the
         shares of Common Stock of the Company.









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