Authoriszor Inc.

                                 1999 Stock Plan

1 Purposes  of the Plan.  The  purposes  of this  Stock Plan are to attract  and
retain the best available personnel for positions of substantial responsibility,
to provide additional  incentive to Employees,  Directors and Consultants and to
promote the success of the Company's  business.  Options  granted under the Plan
may be Incentive Stock Options or  Non-statutory  Stock Options as determined by
the administrator at the time of grant.

2. Definitions. As used herein, the following definitions shall apply:

(a)  "Administrator"  means the Board or Committee as shall be administering the
     Plan in accordance with Section 4 hereof.

(b)  "Applicable Laws" means the requirements  relating to the administration of
     stock option plans under  applicable  state corporate  laws,  United States
     federal  and state  securities  laws,  the  Code,  any  stock  exchange  or
     quotation  system on which  the  Common  Stock is listed or quoted  and the
     applicable laws of any foreign  country or  jurisdiction  where Options are
     granted under the Plan.

(c)  "Board" means the Board of Directors of the Company.

(d)  "Change in Control  Merger" shall mean a merger,  consolidation,  statutory
     share  exchange  or  sale,  lease,  exchange  or  other  transfer  (in  one
     transaction or a series of related  transactions)  of all or  substantially
     all of the assets of the Company  that  requires the consent or vote of the
     holders  of  Common  Stock,  other  than a  consolidation,  merger or share
     exchange of the Company in which the  holders of Common  Stock  immediately
     prior to the effective date of such transaction own more than fifty percent
     of the common stock of the  surviving  corporation  immediately  after such
     transaction.

(e)  "Code" means the Internal Revenue Code of 1986, as amended.

(f)  "Committee"  means a  committee  of  Directors  appointed  by the  Board in
     accordance with Section 4 hereof.

(g)  "Common  Stock" means the common  stock of the Company,  par value $.10 per
     share.

(h)  "Company" means Authoriszor Inc, a Delaware corporation.

(i)  "Consultant"  means any person who is engaged by the  Company or any Parent
     or Subsidiary to render Permitted  Consulting or Advisory  Services to such
     entity.

(j)  "Director" means a member of the Board.

(k)  "Employee" means any person, including officers and Directors,  employed by
     the Company or any Parent or Subsidiary of the Company.  An employee  shall
     not  cease  to be an  Employee  in the  case of (i) any  leave  of  absence
     approved by the Company or (ii) transfers  between locations of the Company
     or between the Company, its Parent, any Subsidiary,  or any successor.  For
     purposes of Incentive Stock Options,  no such leave may exceed ninety days.
     On the  91st day of such  leave  any  Incentive  Stock  Option  held by the
     Optionee  shall cease to be treated as an Incentive  Stock Option and shall
     be treated  for tax  purposes  as a  Non-

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     statutory  Stock  Option.  Neither  service as a Director  nor payment of a
     director's   fee  by  the  Company   shall  be   sufficient  to  constitute
     "employment" by the Company.

(l)  'Exchange Act" means the Securities Exchange Act of 1934, as amended.

(m)  "Fair  Market  Value"  means,  as of any date,  the  value of Common  Stock
     determined as follows:

                 (i)      If the Common Stock is listed on any established stock
                          exchange  or  a  national  market  system,   including
                          without  limitation the NASDAQ  National Market or the
                          NASDAQ SmallCap Market of the NASDAQ Stock Market, its
                          Fair Market Value shall be the closing sales price for
                          such  stock  (or the  closing  bid,  if no sales  were
                          reported) as quoted on such exchange or system for the
                          last   market   trading  day  prior  to  the  time  of
                          determination,  as reported in The Wall Street Journal
                          or  such  other  source  as  the  Administrator  deems
                          reliable;

                 (ii)     If the  Common  Stock is  regularly  quoted on the OTC
                          Bulletin  Board or any  similar  system  of  automated
                          dissemination  of  quotations  of  securities   prices
                          (except  for  quotation  systems  covered  by  Section
                          2(m)(i) hereof) or is regularly quoted by a recognized
                          securities  dealer, its Fair Market Value shall be the
                          average  between the  closing  bid and  closing  asked
                          prices for the Common Stock on the last market trading
                          day prior to the day of determination; or

                 (iii)    In the absence of an established market for the Common
                          Stock,   the  Fair  Market  Value   thereof  shall  he
                          determined in good faith by the Administrator.

(n)  "Incentive  Stock  Option"  means  an  Option  intended  to  qualify  as an
     incentive stock option within the meaning of Section 422 of the Code.

(o)  "Non-statutory  Stock Option" means an Option not intended to qualify as an
     Incentive Stock Option.

(p)  "Option" means a stock option granted pursuant to the Plan.

(q)  "Option  Agreement"  means a written or  electronic  agreement  between the
     Company  and  an  Optionee  evidencing  the  terms  and  conditions  of  an
     individual  Option grant.  The Option Agreement is subject to the terms and
     conditions of the Plan.

(r)  "Option Exchange Program" means a program whereby  outstanding  Options are
     exchanged for Options with a lower exercise price.

(s)  "Optioned-Stock" means the Common Stock subject to an Option,

(t)  "Optionee"  means the holder of an  outstanding  Option  granted  under the
     Plan.


(u)  "Parent" means a "parent  corporation,"  whether now or hereafter existing,
     as defined in Section 424(e) of the Code.

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(v)  "Permitted  Consulting or Advisory  Services"  means services that are bona
     fide consulting and advisory  services within the definition of an employee
     benefit  plan  used  in  connection  with  the  Instructions  to  Form  S-8
     Registration  Statement  under the  Securities Act of 1933, as amended (the
     "Securities Act").

(w)  "Plan" means this 1999 Authoriszor Inc. Stock Plan.

(x)  "Service Provider" means an Employee, Director or Consultant.

(y)  "Share" means a share of the Common Stock,  as adjusted in accordance  with
     Section 11 below.

(z)  "Subsidiary"  means a  "subsidiary  corporation,"  whether now or hereafter
     existing, as defined in Section 424(f) of the Code.

3. Stock  Subject to the Plan.  Subject to the  provisions  of Section 11 of the
Plan, the maximum  aggregate number of Shares that may be subject to Options and
issued  under the Plan is 1,000,000  Shares.  The Shares may be  authorized  but
unissued, or re-acquired Common Stock.

If an Option terminates, is cancelled,  expires or becomes unexercisable without
having been exercised in full, or is surrendered  pursuant to an Option Exchange
Program, the unpurchased Shares that were subject thereto shall become available
for  future  grant or sale  under  the Plan  (unless  the Plan has  terminated);
provided,  however,  that  Incentive  Stock  Options  may  not be  issued  after
1,000,000  Shares  shall have been issued under the Plan.  However,  Shares that
have actually been issued under the Plan, upon exercise of an Option,  shall not
be returned to the Plan and shall not become available for future issuance under
the Plan.

4. Administration of the Plan.

(a)  Administration  of the Plan. The Plan shall be administered by the Board or
     a Committee appointed by the Board, which Committee shall be constituted to
     comply with Applicable Laws.

(b)  Powers of the Administrator.  Subject to the provisions of the Plan and, in
     the case of a Committee, the specific duties delegated by the Board to such
     Committee,  and subject to the  approval of any relevant  authorities,  the
     Administrator shall have the authority in its discretion:

                 (i)      to determine the Fair Market Value;

                 (ii)     to select the Service Providers to whom Options may
                          from time to time be granted hereunder,

                 (iii)    to determine the number of Shares to be covered by
                          each such Option granted hereunder.,

                 (iv)     to approve forms of Option agreement for use under the
                          Plan;

                 (v)      to determine the terms and conditions,  of any Option
                          granted  hereunder not inconsistent  with the Plan.
                          Such  terms and  conditions  include,  but are not
                          limited to, the exercise price,  the time or times
                          when Options may be exercised  (which  may  be  based
                          on  performance  criteria), any vesting

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                          acceleration provisions,  any forfeiture restrictions,
                          any other restrictions or limitations regarding  any
                          Option, and to amend or waive  any such terms and
                          conditions (unless otherwise prohibited by the Plan);
                          based in each case on such factors as the Administra-
                          tor, in its sole discretion, shall determine;

                 (vi)     to  determine  whether  and under  what  circumstances
                          an Option may be settled in cash under subsection 9(e)
                          instead of Common Stock;

                 (vii)    to reduce the exercise price of any Option to the then
                          current  Fair Market Value if the Fair Market Value of
                          the Common  Stock  covered by such Option has declined
                          since the date the Option was granted;

                 (viii)   to initiate an Option Exchange Program;



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                  (ix)     prescribe,  amend and rescind  rules and  regulations
                           relating to the Plan including  rules and regulations
                           relating to sub-plans  established for the purpose of
                           qualifying for preferred tax treatment  under foreign
                           tax laws;

                   (x)     allow   Optionees   to   satisfy    withholding   tax
                           obligations by electing to have the Company  withhold
                           from the  Shares to be  issued  upon  exercise  of an
                           Option  that  number of Shares  having a Fair  Market
                           Value equal to the amount  required  to be  withheld.
                           The Fair  Market  Value of the Shares to be  withheld
                           shall be  determined  on the date to be determined by
                           the Administrator. All elections by Optionees to have
                           Shares  withheld  for this  purpose  shall be made on
                           such   forms  and  under  such   conditions   as  the
                           Administrator may deem necessary or advisable;

                  (xi)     impose restrictions on the transfer of Shares  issued
                           upon  exercise  of  Options  under  certain
                           circumstances; and

                 (xii)     construe and interpret the terms of the Plan and
                           awards granted pursuant to the Plan.


(c)  Effect  of  Administrator's  Decision.  All  decisions,  determination  and
     interpretations  of the  Administrator  shall be final and  binding  on all
     Optionees.

(d)  Liability of Administrator.  No member of the Board or Committee serving as
     Administrator  shall be liable for any action  taken or omitted to be taken
     by him or by any other member of the Board or Committee with respect to the
     Plan, and to the extent of liabilities not otherwise insured under a policy
     purchased by the Company,  the Company does hereby  indemnify  and agree to
     defend and save harmless any member of the Board or Committee  with respect
     to any liabilities asserted or incurred in connection with the exercise and
     performance  of their  powers  and  duties  hereunder,  to the full  extent
     permitted by applicable law. Such indemnification  shall include attorney's
     fees and all other costs and expenses reasonably incurred in defense of any
     action  arising from such act of  commission or omission to the full extent
     permitted by law.  Nothing  herein  shall be deemed to limit the  Company's
     ability to insure itself with respect to its obligations hereunder.

5.       Eligibility.

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(a)  Non-statutory Stock Options may be granted to Service Providers.  Incentive
     Stock Options may be granted only to Employees.

(b)  Each  Option  shall be  designated  in the  Option  Agreement  as either an
     Incentive   Stock  Option  or  a  Non-statutory   Stock  Option.   However,
     notwithstanding  such  designation,  to the extent that the aggregate  Fair
     Market Value of the Shares with respect to which  Incentive  Stock  Options
     are exercisable for the first time by the Optionee during any calendar year
     (under  all plans of the  Company  and any  Parent or  Subsidiary)  exceeds
     $100,000, such Options shall be treated as Non-statutory Stock Options. The
     Fair Market Value of the Shares for this purpose  shall be determined as of
     the time the Option with respect to such Shares is granted.

(c)  Neither the Plan nor any Option  shall  confer upon any  Optionee any right
     with  respect  to  continuing  the  Optionee's  relationship  as a  Service
     Provider  with the  Company,  nor shall it interfere in any way with his or
     her right or the  Company's  right to terminate  such  relationship  at any
     time, with or without cause,

6. Term of Plan.  Subject  to  Section  17 of the Plan,  the Plan  shall  become
effective upon its adoption by the Board. It shall continue in effect for a term
of ten (10) years from the date thereof unless sooner  terminated  under Section
13 of the Plan.

7. Term of  Option.  The  terms of each  Option  shall be  stated in the  Option
Agreement; provided, however, that the term shall be no more thus ten (10) years
from the date of grant thereof. In the case of an Incentive Stock Option granted
to an Optionee who, at the time the Option is granted,  owns stock  representing
more than ten percent  (10%) of the voting  power of all classes of stock of the
Company or any Parent or  Subsidiary,  the term of the Option  shall be five (5)
years  from the date of grant or such  shorter  term as may be  provided  in the
Option Agreement.

8. Option Exercise Price and Consideration.

(a)  The per Share  exercise  price for the Shares to be issued upon exercise of
     an Option shall be such price as is  determined by the  Administrator,  but
     shall be subject to the following:

                 (i)      In the case of an Incentive Stock Option:

                         (A)      granted  to an  Employee  who,  at the time of
                                  grant of such Option,  owns stock representing
                                  more  than ten  percent  (10%)  of the  voting
                                  power of all  classes of stock of the  Company
                                  or any  Parent  or  Subsidiary,  the  exercise
                                  price  shall be no less  then 110% of the Fair
                                  Market Value per Share on the date of grant.

                         (B)      granted to any other  Employee,  the per Share
                                  exercise  price  shall be no less than 100% of
                                  the Fair Market Value per Share on the date of
                                  grant.

                 (ii)     In the case of a  Non-statutory  Stock  Option,  the
                          per Share  exercise  price  shall be determined by the
                          Administrator.

                 (iii)    Notwithstanding  the  foregoing,  Options  (other than
                          Incentive  Stock  Option)  may be  granted  with a per
                          Share  exercise  price  other than as  required  above
                          pursuant to a merger or other corporate transaction.

<PAGE>

(b)  The  consideration  to be paid for the Shares to be issued upon exercise of
     an Option,  including  the method of payment,  shall be  determined  by the
     Administrator  (and,  in the case of an Incentive  Stock  Option,  shall be
     determined  at the time of grant).  Such  consideration  may consist of (1)
     cash,  (2) check,  (3)  promissory  note (if permitted by applicable  state
     corporate law), (4) Shares,  including Shares acquired upon exercise of the
     Option, that have a Fair Market Value on the date of surrender equal to the
     aggregate  exercise  price of the Shares as to which such  Option  shall be
     exercised,  (5)  consideration  received  by the  Company  under a cashless
     exercise program implemented by the Company in connection with the Plan, or
     (6) any  combination  of the  foregoing  methods of payment.  In making its
     determination as to the type of consideration to accept,  the Administrator
     shall  consider  if  acceptance  of such  consideration  may be  reasonably
     expected to benefit the Company.

9. Exercise of Option

(a)  Procedure  for  Exercise;  Rights  as a  Shareholder.  Any  Option  granted
     hereunder shall be exercisable  according to the terms hereof at such times
     and under such conditions as determined by the  Administrator and set forth
     in the Option Agreement.  Unless the Option Agreement  provides  otherwise,
     vesting  of Options  granted  hereunder  shall be tolled  during any unpaid
     leave of absence;  provided that with respect to Incentive  Stock  Options,
     the maximum unpaid leave of absence shall be 90 days.  Notwithstanding  the
     foregoing,  the Administrator,  in its sole discretion,  may accelerate the
     date in which all or any portion of an otherwise  unexercisable  Option may
     be exercised. An Option may not be exercised for a fraction of a Share.

     An Option shall be deemed exercised when the Company receives:  (i) written
     or electronic  notice of exercise (in accordance with the Option Agreement)
     from the person  entitled to exercise  the Option and (ii) full payment for
     the Shares with respect to which the Option is exercised.  Full payment may
     consist  of any  consideration  and  method of  payment  authorized  by the
     Administrator  and permitted by the Option  Agreement and the Plan.  Shares
     issued  upon  exercise  of an  Option  shall be  issued  in the name of the
     Optionee or, if requested by the Optionee,  in the name of the Optionee and
     his or her  spouse.  Until the  Shares  are  issued  (as  evidenced  by the
     appropriate  entry on the  books  of the  Company  or of a duly  authorized
     transfer  agent of the Company),  no right to vote or receive  dividends or
     any other rights as a  stockholder  shall exist with respect to the Shares,
     notwithstanding  the  exercise of the Option.  The Company  shall issue (or
     cause to be issued)  such Shares  reasonably  promptly  after the Option is
     exercised.  No  adjustment  will be made for a dividend  or other right for
     which the record date is prior to the date the Shares are issued, except as
     provided in Section 11 of the Plan.

(b)  Termination of Relationship as a Service Provider. If an Optionee ceases to
     be a Service Provider,  such Optionee may exercise his or her Option within
     such period of time as is specified  in the Option  Agreement to the extent
     that the Option is vested on the date of termination (but in no event later
     than the  expiration  of the term of the  Option as set forth in the Option
     Agreement). In the absence of a specified time in the Option Agreement, the
     Option  shall  remain  exercisable  for  three  (3)  months  following  the
     Optionee's  termination.  If on the date of termination the Optionee is not
     vested as to his or her entire  Option,  the Shares covered by the unvested
     portion of the Option shall revert to the Plan. If after

<PAGE>

     termination,  the Optionee  does not exercise his or her Option  within the
     time  provided  for  herein,  the Option  shall  terminate,  and the Shares
     covered by such Option shall revert to the Plan.

(c)  Disability of Optionee. If an Optionee ceases to be a Service Provider as a
     result of the  Optionee's  total and  permanent  disability,  as defined in
     Section  22(e)(3) of the Code,  the Optionee may exercise his or her Option
     within such period of time as is specified  in the Option  Agreement to the
     extent  the  Option is vested on the date of  termination  (but in no event
     later than the  expiration  of the term of such  Option as set forth in the
     Option  Agreement).  In the  absence  of a  specified  time  in the  Option
     Agreement,  the Option  shall  remain  exercisable  for twelve  (12) months
     following the Optionee's termination.  If, on the date of termination,  the
     Optionee is not vested as to his or her entire  Option,  the Shares covered
     by the unvested  portion of the Option  shall revert to the Plan.  If after
     termination,  the Optionee  does not exercise his or her Option  within the
     time  provided  for  herein,  the Option  shall  terminate,  and the Shares
     covered by such Option shall revert to the Plan.

(d)  Death of Optionee. If an Optionee dies while a Service Provider, the Option
     may be  exercised  within such period of time as is specified in the Option
     Agreement  (but in no event later than the  expiration  of the term of such
     Option as set forth in the Notice of Grant), by the Optionee's estate or by
     a person  who  acquires  the right to  exercise  the  Option by  bequest or
     inheritance,  but only to the extent  that the Option is vested on the date
     of death. In the absence of a specified time in the Option  Agreement,  the
     Option  shall  remain  exercisable  for twelve  (12) months  following  the
     Optionee's termination. If at the time of death, the Optionee is not vested
     as to his or her entire Option,  the Shares covered by the unvested portion
     of the  Option  shall  immediately  revert to the Plan.  The  Option may be
     exercised by the executor or administrator of the Optionee's  estate or, if
     none, by the person(s) entitled to exercise the Option under the Optionee's
     will or the  laws of  descent  or  distribution.  If the  Option  is not so
     exercised within the time provided for herein,  the Option shall terminate,
     and the Shares covered by such Option shall revert to the Plan.

(e)  Buyout Provisions. The Administrator may at any time offer to buy out for a
     payment  in cash or Shares,  an Option  previously  granted,  based on such
     terms and conditions as the  Administrator  shall establish and communicate
     to the Optionee at the time that such offer is made.

10.  Non-Transferability  of Options.  Unless  otherwise set forth in the Option
Agreement,   Options  may  not  be  sold,   pledged,   assigned,   hypothecated,
transferred,  or disposed of in any manner  other than by will or by the laws of
descent  or  distribution  and may be  exercised,  during  the  lifetime  of the
Optionee, only by the Optionee.

11. Adjustments Upon Changes in Capitalization, Merger or Asset Sale.

(a)  Changes  in   capitalization.   Subject  to  any  required  action  by  the
     stockholders  of the Company,  the number of Shares of Common Stock covered
     by each outstanding  Option,  and the number of Shares of Common Stock that
     have been authorized for issuance under the Plan but as to which no Options
     have  yet  been  granted  or that  have  been  returned  to the  Plan  upon
     cancellation or expiration of an Option,  as well as the price per Share of
     Common  Stock   covered  by  each  such   outstanding   Option,   shall  be
     proportionately  adjusted  for any  increase  or  decrease in the number of
     issued shares of Common Stock  resulting from a stock split,

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     reverse stock split, stock dividend, combination or reclassification of the
     Common  Stock,  or any other  increase  or decrease in the number of issued
     shares of Common Stock effected  without  receipt of  consideration  by the
     Company. The conversion of any convertible  securities of the Company shall
     not be deemed to have been  "effected  without  receipt of  consideration."
     Such adjustment  shall be made by the Board,  whose  determination  in that
     respect  shall be  final,  binding  and  conclusive.  Except  as  expressly
     provided  herein,  no  issuance  by the  Company  of shares of stock of any
     class, or securities  convertible into shares of stock of any class,  shall
     affect,  and no adjustment by reason thereof shall he made with respect to,
     the number or price of Shares of Common Stock subject to an Option.

(b)  Dissolution  or  Liquidation.  In the event of the proposed  dissolution or
     liquidation of the Company, the Administrator shall notify each Optionee as
     soon  as  practicable   prior  to  the  effective  date  of  such  proposed
     transaction.  The  Administrator  in  its  discretion  may  provide  for an
     Optionee to have the right to exercise his or her Option until fifteen (15)
     days prior to such  transaction  as to all of the  Optioned  Stock  covered
     thereby,  including  Shares as to which the Option  would not  otherwise be
     exercisable.  In addition,  the  Administrator may provide that any Company
     repurchase  option  applicable to any Shares  purchased upon exercise of an
     Option shall lapse as to all such Shares, provided the proposed dissolution
     or liquidation takes place at the time and in the manner  contemplated.  To
     the extent it has not been previously  exercised,  an Option will terminate
     immediately prior to the consummation of such proposed action.

(c)  Merger.  In the  event  of a merger  of the  Company  with or into  another
     corporation,  the  Option may be  assumed  or an  equivalent  option may be
     substituted by such successor corporation or a parent or subsidiary of such
     successor corporation without the consent of the Optionee. For the purposes
     of this paragraph, the Option shall be considered assumed if, following the
     merger,  the  option  confers  the  right to  purchase,  for each  Share of
     Optioned Stock subject to the Option  immediately prior to the merger,  the
     consideration  (whether  stock,  cash,  or other  securities  or  property)
     received  in the merger by  holders of Common  Stock for each Share held on
     the effective date of the transaction (and if holders were offered a choice
     of  consideration,  the type of  consideration  chosen by the  holders of a
     majority  of the  outstanding  Shares),  provided,  however,  that  if such
     consideration  received  in the merger was not solely  common  stock of the
     successor  corporation  or its  Parent,  the  Administrator  may,  with the
     consent of the successor  corporation,  provide for the consideration to be
     received  upon the exercise of the Option for each Share of Optioned  Stock
     subject  to  the  Option  to  be  solely  common  stock  of  the  successor
     corporation  or its  Parent  equal in fair  market  value to the per  share
     consideration  received by holders of Common  Stock in the  merger.  In the
     event of a Change in  Control  Merger,  the  Administrator  may,  be giving
     written notice to an Optionee ("Cancellation  Notice"),  cancel,  effective
     upon the date of the  consummation  of the Change in Control  Merger all or
     any  portion of an Option  that  remains  unexercised  on such  date.  Such
     Cancellation  Notice  shall be given a  reasonable  period of time (but not
     less than 15 days) prior to the date of such cancellation, and may be given
     either before or after stockholder approval of such corporate transaction.

12.  Time of Granting  Options.  The date of grant of an Option  shall,  for all
purposes,  be the  date on  which  the  Administrator  makes  the  determination
granting such Option, or such other date as is determined by the  Administrator.
Notice of the  determination  shall be

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given  to each  Service  Provider  to whom an  Option  is so  granted  within  a
reasonable time after the date of such grant.

13. Amendment and Termination of the Plan.

(a)  Amendment and Termination.  The Board may at any time amend, alter, suspend
     or terminate the Plan.

(b)  Stockholder  Approval.  The Board shall obtain stockholder  approval of any
     Plan amendment to the extent  necessary to comply with  Applicable Laws and
     may seek stockholder approval of any Plan amendments it may deem desirable.

(c)  Effect of Amendment or Termination. No amendment, alteration, suspension or
     termination of the Plan shall impair in any material  respect the rights of
     any Optionee with respect to an Option previously  granted to such Optionee
     without the consent of such  Optionee,  unless  mutually  agreed  otherwise
     between the  Optionee and the  Administrator,  which  agreement  must be in
     writing and signed by the Optionee and the Company. Termination of the Plan
     shall not affect the Administrator's ability to exercise the powers granted
     to it hereunder with respect to Options granted under the Plan prior to the
     date of such termination.

14. Conditions Upon Issuance of Shares.

(a)  Legal Compliance. Shares shall not be issued pursuant to the exercise of an
     Option  unless the exercise of such Option and the issuance and delivery of
     such Shares shall comply with  Applicable Laws and shall be further subject
     to the approval of counsel for the Company with respect to such compliance.

(b)  Investment  Representations.  As a condition  to the exercise of an Option,
     the  Administrator  may  require  the  person  exercising  such  Option  to
     represent  and warrant at the time of any such exercise that the Shares are
     being  purchased only for  investment and without any present  intention to
     distribute  such Shares within the meaning of the  Securities Act if in the
     opinion of counsel for the Company, such a representation is required.

15.  Inability  to Obtain  Authority.  The  inability  of the  Company to obtain
authority  from any  regulatory  body having  jurisdiction,  which  authority is
deemed by the Company's  counsel to be necessary to the lawful issuance and sale
of any Shares  hereunder,  shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained.

16. Reservation of Shares.  The Company,  during the term of this Plan, shall at
all  times  reserve  and  keep  available  such  number  of  Shares  as shall be
sufficient to satisfy the requirements of the Plan.

17. Stockholder  Approval.  If required under Applicable Laws, the Plan shall be
subject to approval by the stockholders of the Company within twelve (12) months
after the date the Plan is adopted.  Such stockholder approval shall be obtained
in the degree and manner required under  Applicable Laws. If the Plan is subject
to stockholder approval, all Options granted prior to the effective date of such
stockholder  approval  shall be subject to such  stockholder  approval and shall
become null and void if such stockholder approval is not obtained.

18. INTERPRETATION.

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(a)  If any  provision of the Plan is held invalid for any reason,  such holding
     shall not affect the  remaining  provisions  hereof,  but  instead the Plan
     shall be  construed  and  enforced  as if such  provision  had  never  been
     included in the Plan.

(b)  Headings  contained in this Plan are for  convenience  only and shall in no
     manner be construed as part of this Plan.

(c)  Any  reference  to the  masculine,  feminine,  or neuter  gender shall be a
     reference to such other gender as is appropriate.