INFOIMAGING TECHNOLOGIES INC.

                     1998 STOCK OPTION PLAN

This 1998 Stock Option Plan (the "Plan") provides for the grant of options to
acquire shares of common stock, $0.0001 par value (the "Stock"), of
InfoImaging Technologies, Inc., a Nevada corporation (the "Company").  Stock
options granted under this Plan that qualify under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), are referred to in this Plan as
"Incentive Stock Options".  Incentive Stock Options and stock options that do
not qualify under Section 422 of the Code ("Non-Qualified Stock Options")
granted under this Plan are referred to collectively as "Options".

1.  PURPOSES.

The purposes of this Plan are to retain the services of valued key employees
and consultants of the Company and such other persons as the Plan
Administrator may select in accordance with Section 3 below, to encourage such
persons to acquire a greater proprietary interest in the Company, thereby
strengthening their incentive to achieve the objectives of the shareholders of
the Company, and to serve as an aid and inducement in the hiring of new
employees and to provide an equity incentive to consultants and other persons
selected by the Plan Administrator.

2.  ADMINISTRATION.

This Plan will be administered initially by the Board of Directors of the
Company (the "Board"), except that the Board may, in its discretion establish
a committee composed of two (2) or more members of the Board or two (2) or
more other persons to administer the Plan, which committee (the "Committee")
may be an executive, compensation or other committee, including a separate
committee especially created for this purpose.  The Committee will have the
powers and authority vested in the Board hereunder (including the power and
authority to interpret any provision of the Plan or of any Option).  The
members of any such Committee will serve at the pleasure of the Board.  A
majority of the members of the Committee will constitute a quorum and all
actions of the Committee will be taken by a majority of the members present.
Any action may be taken by a written instrument signed by all of the members
of the Committee and any action so taken will be fully effective as if it had
been taken at a meeting.  The Board or, if applicable, the Committee is
referred to in this Plan as the "Plan Administrator".

If and when the Company becomes subject to the reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Plan
Administrator will be either the full Board of Directors or a committee
composed of two (2) or more members of the Board who are "Non-Employee
Directors" as defined under Rule 16b-3 (as amended from time to time)
promulgated under the Exchange Act or any successor rule or regulatory
requirement.  In addition, if the Board decides to maintain eligibility for
the benefits of Section 162(m) of the Code, the Plan Administrator will be
either the full Board of Directors if each director is an "Outside Director",
as defined under Section 162 (m) of the Code (as amended from time to time)
and the regulations (or any successor regulations) promulgated thereunder
("Section 162(m) of the Code") or by the Committee which will be composed of
two (2) or more members of the Board who are Outside Directors.

Subject to the provisions of this Plan, and with a view to effecting its
purpose, the Plan Administrator has sole authority, in its absolute
discretion, to (i) construe and interpret this Plan; (ii) define the terms
used in the Plan; (iii) prescribe, amend and rescind the rules and regulations
relating to this Plan; (iv) correct any defect, supply any omission or
reconcile any inconsistency in this Plan; (v) grant Options under this Plan;
(vi) determine the individuals to whom Options will be granted under this Plan
and whether the Option is an Incentive Stock Option or a Non-Qualified Stock
Option; (vii) determine the time or times at which Options are granted under
this Plan; (viii) determine the number of shares of Stock subject to each
Option, the exercise price of each Option, the duration

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of each Options and the times at which each Option will become exercisable;
(ix) determine all other terms and conditions of the Options; and (x) make all
other determinations and interpretations necessary and advisable for the
administration of the Plan.  All decisions, determinations and interpretations
made by the Plan Administrator will be binding and conclusive on all
participants in the Plan and on their legal representatives, heirs and
beneficiaries.

The Board or, if applicable, the Committee may delegate to one or more
executive officers of the Company the authority to grant Options under this
Plan to employees of the Company who, on the Date of Grant, are not subject to
Section 16 of the Exchange Act with respect to the Stock ("Insiders"), and are
not "covered employees" as such term is defined for purposes of Section 162(m)
of the Code ("Covered Employees"), and in connection therewith the authority
to determine: (i) the number of shares of Stock subject to such Options; (ii)
the duration of the Option; (iii) the vesting schedule for determining the
times at which such Option will become exercisable; and (iv) all other terms
and conditions of such Options.  The exercise price for any Option granted by
action of an executive officer or officers pursuant to such delegation of
authority will not be less than the fair market value per share of the Stock
on the Date of Grant.  Unless expressly approved in advance by the Board or
the Committee, such delegation of authority will not include the authority to
accelerate vesting, extend the period for exercise or otherwise alter the
terms of outstanding Options.  The term "Plan Administrator" when used in any
provision of this Plan other than Sections 2, 5(f), 5(m), and 11 refers to the
Board or the Committee, as the case may be, and an executive officer who has
been authorized to grant Options pursuant thereto, insofar as such provisions
may be applied to persons that are not Insiders and not Covered Employees and
Options granted to such persons.

3.  ELIGIBILITY.

Incentive Stock Options may be granted to any individual who, at the time the
Option is granted, is an employee of the Company or any Related Corporation
(as defined below) ("Employees").  Non-Qualified Stock Options may be granted
to Employees and to such other persons as the Plan Administrator may select.
Options may be granted in substitution for outstanding Options of another
corporation in connection with the merger, consolidation, acquisition of
property or stock or other reorganization between such other corporation and
the Company or any subsidiary of the Company.  Options also may be granted in
exchange for outstanding Options.  Any person to whom an Option is granted
under this Plan is referred to as an "Optionee".  Any person who is the owner
of an Option is referred to as a "Holder".

As used in this Plan, the term "Related Company" means any corporation (other
than the Company) that is a "Parent Corporation" of the Company or "Subsidiary
Corporation" of the Company, as those terms are defined in Sections 424(e) and
424(f), respectively, of the Code (or any successor provisions) and the
regulations thereunder (as amended from time to time).

4.  STOCK.

The Plan Administrator is authorized to grant Options to acquire up to a total
of one million six hundred and sixty-seven thousand and one hundred
(91,667,100) shares of the Company's authorized but unissued, or reacquired,
Stock.  The number of shares with respect to which Options may be granted
hereunder is subject to adjustment as set forth in Section 5(m) hereof.  If
any outstanding Option expires or is terminated for any reason, the shares of
Stock allocable to the unexercised portion of such Option may again be subject
to an Option granted to the same Optionee or to a different person eligible
under Section 3 of this Plan.

5.  TERMS AND CONDITIONS OF OPTIONS.

Each Option granted under this Plan will be evidenced by a written agreement
approved by the Plan Administrator (the "Agreement").  Agreements may contain
such provisions, not inconsistent with this Plan, as the

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Plan Administrator in its discretion may deem advisable.  All Options must
also comply with the following requirements:

(A) Number of Shares and Type of Option.

Each Agreement must state the number of shares of Stock to which it pertains
and whether the Option is intended to be an Incentive Stock Option or a
Non-Qualified Stock Option.  In the absence of action to the contrary by the
Plan Administrator in connection with the grant of an Option, all Options will
be Non-Qualified Stock Options.  The aggregate fair market value (determined at
the Date of Grant, as defined below) of the Stock with respect to which
Incentive Stock Options are exercisable for the first time by the Optionee
during any calendar year (granted under this Plan and all other Incentive
Stock Option plans of the Company, a Related Corporation or a predecessor
corporation) must not exceed $100,000, or such other limit as may be
prescribed by the Code as it may be amended from time to time.  Any portion of
an Option which exceeds the annual limit will not be void but rather will be a
Non-Qualified Stock Option.

(B) Date of Grant.

Each Agreement must state the date the Plan Administrator has deemed to be the
effective date of the Option for the purposes of this Plan (the "Date of
Grant").

(C) Option Price.

Each Agreement must state the price per share of Stock at which the Option is
exercisable.  The Plan Administrator may fix the exercise price in its sole
discretion; provided that the per share exercise price for an Incentive Stock
Option or (if the Company decides to maintain eligibility for the benefits of
Section 162(m) of the Code) any Option granted to a Covered Employee must not
be less than the fair market value per share of the Stock at the Date of Grant
as determined by the Plan Administrator in good faith; provided further, that
with respect to Incentive Stock Options granted to greater-than-ten percent
(>10%) shareholders of the Company (as determined with reference to Section
424(d) of the Code), the exercise price per share must not be less than one
hundred ten percent (110%) of the fair market value per share of the Stock at
the Date of Grant as determined by the Plan Administrator in good faith; and,
provided further, that Options granted in substitution for outstanding options
of another corporation in connection with the merger, consolidation,
acquisition of property or stock or other reorganization involving such other
corporation and the Company or any subsidiary of the Company may be granted
with an exercise price equal to the exercise price for the substituted option
of the other corporation, subject to any adjustment consistent with the terms
of the transaction pursuant to which the substitution is to occur.

(D) Duration of Options.

At the time of grant of he Option, the Plan Administrator will designate,
subject to paragraph 5(g) below, the expiration date of the Option, which date
must not be later than ten (10) years from the Date of Grant in the case of
Incentive Stock Options; provided that the expiration date of any Incentive
Stock Option granted to a greater-than-ten percent (>10%) shareholder of the
Company (as determined under Sections 422(b)(6) and 424(d) of the Code) must
not be later than five (5) years from the Date of Grant.  In absence of action
to the contrary by the Plan Administrator in connection with the grant of a
particular Option, and except in the case of Incentive Stock Options as
described above, all Options granted under this Section 5 will expire ten (10)
years from the Date of Grant.

(E) Vesting Schedule.

No Option will be exercisable until it has vested.  The Plan Administrator
will specify the vesting schedule for each Option at the time of grant of the
Option prior to the provision of services with respect to which such Option is
granted; provided, that if no vesting schedule is specified at the time of
grant, the Option will vest according to the following schedule:

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Number of Years                         Percentage of Total
Following Date of Grant                 Options Vested
-----------------------                 -------------------

One                                     33 1/3%
Two                                     66 2/3%
Three                                   100%

The Plan Administrator may specify a vesting schedule for all or any portion
of an Option based on the achievement of performance objectives established in
advance of the commencement by the Optionee of services related to the
achievement of the performance objectives.  Performance objectives will be
expressed in terms of one or more of the following: return on equity, return
assets, share price, market share, sales, earnings per share, costs, net
earnings, net worth, inventories, cash and cash equivalents, gross margin or
the Company's performance relative to its internal business plan.  Performance
objectives may be in respect of the performance of the Company as a whole
(whether on a consolidated or unconsolidated bases), a Relater Corporation, or
a subdivision, operating unit, product or product line of either of the
foregoing.  Performance objectives may be absolute or relative and may be
expressed in terms of a progression or a range.  An Option that is exercisable
(in full or in part) upon the achievement of one or more performance
objectives may be exercised only following written notice to the Optionee and
the Company by the Plan Administrator that the performance objective has been
achieved.

(F) Acceleration of Vesting.

The vesting of one or more outstanding Options may be accelerated by the Plan
Administrator at such times and in such amounts as it determines in its sole
discretion.  The vesting of Options also will be accelerated under the
circumstances described in Section 5(m)(2).

(G) Term of Option.

Vested Options will terminate, to the extent not previously exercised, upon
the occurrence of the first of the following events: (i) the expiration of the
Option, as designated by the Plan Administrator in accordance with Section
5(d) above; (ii) the expiration of thirty (30) days from the date of an
Optionee's termination of employment or contractual relationship with the
Company or any Related Corporation for cause (as defined in Section 5(n) and
determined in the sole discretion of the Plan Administrator); (iii) the
expiration of ninety (90) days from the date of an Optionee's termination of
employment or contractual relationship with the Company or any Related
Corporation for any reason whatsoever other than cause, death or Disability
(as defined below) unless, in the case of a Non-Qualified Stock Option, the
exercise period is extended by the Plan Administrator until a date not later
than the expiration date of the Option; or (iv) the expiration of one year
from termination of an Optionee's employment or contractual relationship by
reason of death or Disability (as defined below) unless, in the case of a
Non-Qualified Stock Option, the exercise period is extended by the Plan
Administrator until a date not later than the expiration date of the Option.
Upon the death of an Optionee, any vested Options held by the Optionee will be
exercisable only by the person or persons to whom such Optionee's rights under
such Option will pass by the Optionee's will or by the laws of descent and
distribution of the state or county of the Optionee's domicile at the time of
death and only until such Options terminate as provided above.  For purposes
of the Plan, unless otherwise defined in the Agreement, "Disability" means
medically determinable physical or mental impairment which has lasted or can
be expected to last for a continuous period of not less than twelve (12)
months or that can be expected to result in death.  The Plan Administrator
will determine whether an Optionee has incurred a Disability on the basis of
medical evidence acceptable to the Plan Administrator.  Upon making a
determination of Disability, the Plan Administrator will, for purposes of the
Plan, determine the date of an Optionee's termination of employment or
contractual relationship.

Unless accelerated in accordance with Section 5(f) above, unvested Options
will terminate immediately upon termination of employment of the Optionee by
the Company for any reason whatsoever, including death or Disability.  If, in
the case of an Incentive Stock Option, an Optionee's relationship with the
Company

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changes (e.g., from an Employee to a non-Employee, such as a consultant) such
change will constitute a termination of an Optionee's employment with the
Company and the Optionee's Incentive Stock Option shall terminate in
accordance with this subsection.  For purposes of this Plan, transfer of
employment between or among the Company and/or any Related Corporation will
not be deemed to constitute a termination of employment with the Company or
any Related Corporation.  For purposes of this subsection, employment will be
deemed to continue while the Optionee is on military leave, sick leave or
other bona fide leave of absence (as determined by the Plan Administrator).
The foregoing notwithstanding, employment will not be deemed to continue
beyond the first ninety (90) days of such leave, unless the Optionee's
re-employment rights are guaranteed by statute or by contract.

(H) Exercise of Options.

Options will be exercisable, in full or in part, at any time after vesting,
until termination.  If less than all of the shares included in the vested
portion of any Option are purchased, the remainder may be purchased at any
subsequent time prior to the expiration of the Option term.  No portion of any
Option for less than fifty (50) shares (as adjusted pursuant to Section 5(m)
below) may be exercised; provided, that if the vested portion of any Option is
less than fifty (50) shares, it may be exercised with respect to all shares
for which it is vested.  Only whole shares may be issued pursuant to an
Option, and to the extent that an Option covers less than one (1) share, it is
unexercisable.

Options or portions thereof may be exercised by giving written notice to the
Company, which notice will specify the number of shares to be purchased, and
be accompanied by either: (i) payment in the amount of the aggregate exercise
price for the Stock so purchased, which payment must be in the form specified
in Section 5(i) below, or (ii) upon prior consent of the Plan Administrator,
delivery of an irrevocable subscription agreement obligating the Optionee to
take and pay for the shares of Stock to be purchased within one year of the
date of such exercise.  The company will not be obligated to issue, transfer
or deliver a certificate of Stock to the Holder of any Option, until provision
has been made by the Holder, to the satisfaction of the Company, for the
payment of the aggregate exercise price for all shares for which the Option
has been exercised and for satisfaction of any tax withholding obligations
associated with such exercise.  During the lifetime of an Optionee, Options
are exercisable only by the Optionee or in the case of a Non-Qualified Stock
Option, transferee who takes title to such Option in the manner permitted by
subsection 5(k) hereof.

(I) Payment upon Exercise of Option.

Upon the exercise of any Option, the aggregate price will be paid to the
Company in cash or by certified or cashier's check.  In addition, upon prior
written approval of the Plan Administrator, an Optionee may pay for all or any
portion of the aggregate exercise price by complying with one or more of the
following alternatives:

(1) by delivering to the Company shares of capital stock of the Company
previously held by such Optionee or by having shares withheld from the amount
of shares of Stock to be received by the Optionee.  The shares of Stock
received or withheld from the amount of shares of Stock purchased upon the
exercise of Options will have a fair market value at the date of exercise (as
determined by the Plan Administrator) equal to the aggregate exercise price to
be paid by the Optionee upon such exercise;

(2) by complying with any other payment mechanism approved by the Plan
Administrator at the time of exercise.

(J) Rights as a Shareholder.

A Holder will have no rights as a shareholder with respect to any shares
covered by an Option until such Holder becomes a record holder of such shares,
irrespective of whether such Holder has given notice of exercise.  Subject to
the provisions of Section 5(m) hereof, no rights will accrue to a Holder and
no adjustments will be made on account of dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distributions
or other rights declared on, or created in, the Stock for which the record
date is prior to the date the

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Holder becomes a record holder of the shares of Stock covered by the Option,
irrespective of whether such Holder has given notice of exercise.

(K) Transfer of Option.

Options granted under this Plan and the rights and privileges conferred by
this Plan may not be transferred, assigned, pledged or hypothecated in any
manner (whether by operation of law or otherwise) other than by will, by
applicable laws of descent and distribution or (except in the case of an
Incentive Stock Option) pursuant to a qualified domestic relations order, and
will not be subject to execution, attachment or similar process; provided
however, that any Agreement may provide or be amended to provide that a
Non-Qualified Stock Option to which it relates is transferable without payment
of consideration to immediate family members of the Optionee or to trusts or
partnerships or limited liability companies established exclusively for the
benefit of the Optionee and the Optionee's immediate family members.  Upon any
attempt to transfer, assign, pledge, hypothecate or otherwise dispose of any
Option or of any right or privilege conferred by this Plan contrary to the
provisions hereof, or upon the sale, levy or any attachment or similar process
upon the rights and privileges conferred by this Plan, such Option will
thereupon terminate and become null and void.

(L) Securities Regulation Tax Withholding.

(1) Shares will not be issued with respect to an Option unless the exercise of
such Option and the issuance and delivery of such shares complies with all
relevant provisions of law, including, without limitation, Section 162(m) of
the Code, any applicable state securities laws, the Securities Act of 1933, as
amended, the Exchange Act, the rules and regulations thereunder and the
requirements of any stock exchange or automated inter-dealer quotation system
of a registered national securities association upon which such shares may
then be listed, and such issuance will be further subject to the approval of
counsel for the Company with respect to such compliance, including the
availability of an exemption from registration for the issuance and sale of
such shares.  The inability of the Company to obtain from any regulatory body
the authority deemed by the Company to be necessary for the lawful issuance
and sale of any shares under this Plan, or the unavailability of exemption
from registration for the issuance and sale of any shares under this Plan,
will relieve the Company of any liability with respect to the non-issuance or
sale of such shares.

As a condition to the exercise of an Option, the Company may require the
Holder to represent and warrant in writing at the time of such exercise that
the shares are being purchased only for investment and without any
then-present intention to sell or distribute such shares.  At the option of
the Company, a stop-transfer order against such shares may be placed on the
stock books and records of the Company, and a legend indicating that the stock
may not be pledged, sold or otherwise transferred unless an opinion of counsel
is provided stating that such transfer is not in violation of any applicable
law
or regulation, may be stamped on the certificates representing such shares in
order to assure an exemption from registration.  The Plan Administrator also
may require such other documentation as may from time to time be necessary to
comply with federal and state securities laws.  THE COMPANY HAS NO OBLIGATION
TO REGISTER THE OPTIONS OF THE SHARES OF STOCK ISSUABLE UPON THE EXERCISE OF
OPTIONS.

(2) The Holder must pay to the Company be certified or cashier's check,
promptly upon exercise of an Option or, if later, the date that the amount of
such obligations becomes determinable, all applicable federal, state, local
and foreign withholding taxes that the Plan Administrator, in its discretion,
determines to result upon exercise of an Option or from a transfer or other
disposition of shares of Stock acquired upon exercise of an Option or
otherwise related to an Option of shares of Stock acquired in connection with
an Option.  Upon approval of the Plan Administrator, a Holder may satisfy such
obligation by complying with one or more of the following alternatives
selected by the Plan Administrator:

(A) by delivering to the Company shares of Stock previously held by such
Holder or by the Company withholding shares of Stock otherwise deliverable
pursuant to the exercise of the Option, which shares of Stock received or
withheld must have a fair market value at the date of exercise (as

<PAGE>

determined by the Plan Administrator) equal to any withholding tax obligations
arising as a result of such exercise, transfer or other disposition;

(B) by executing appropriate loan documents approved by the Plan Administrator
by which the Holder borrows funds from the Company to pay any withholding
taxes due under this Paragraph 2, with such repayment terms as the Plan
Administrator may select; or

(C) by complying with any other payment mechanism approved by the Plan
Administrator from time to time.

(3) The issuance, transfer or delivery of certificates of Stock pursuant to
the exercise of Options may be delayed, at the discretion of the Plan
Administrator, until the Plan Administrator is satisfied that the applicable
requirements of the federal and state securities laws and the withholding
provisions of the Code have been met and that the Holder has paid or otherwise
satisfied any withholding tax obligation as described in (2) above.

(M) Stock Dividend or Reorganization.

(1) If (i) the Company is at any time involved in a transaction described in
Section 424(a) of the Code (or any successor provision) or any "corporate
transaction" described in the regulations thereunder; (ii) the Company
declares a dividend payable in, or subdivides or combines, its Stock or (iii)
any other event with substantially the same effect occurs, the Plan
Administrator will, subject to applicable law, with respect to each
outstanding Option, proportionately adjust the number of shares of Stock
subject to such Option and/or the exercise price per share so as to preserve
the rights of the Holder substantially proportionate to the rights of the
Holder prior to such event, and to the extent that such action includes an
increase or decrease in the number of shares of Stock subject to outstanding
Options, the number of shares available under Section 4 of this Plan will
automatically be increased or decreased, as the case may be, proportionately,
without further action on the part of the Plan Administrator, the Company, the
Company's shareholders, or any Holder.

(2) If the presently authorized capital stock of the Company is changed into
the same number of shares with a different par value or without par value, the
stock resulting from any such change will be deemed to be Stock within the
meaning of the Plan, and each Option will apply to the same number of shares
of such new stock as it applied to old shares immediately prior to such
change.

(3) If the Company at any time declares an extraordinary dividend with respect
to the Stock, whether payable in cash or other property, the Plan
Administrator may, subject to applicable law, in the exercise of its sole
discretion and with respect to each outstanding Option, proportionately adjust
the number of shares of Stock subject to such Option and/or adjust the
exercise price per share so as to preserve the rights of the Holder
substantially proportionate to the rights of the Holder prior to such event,
and to the extent that such action includes an increase or decrease in the
number of shares of Stock subject to outstanding Options, the number of shares
available under Section 4 of this Plan will automatically increased or
decreased, as the case may be, proportionately, without further action on the
part of the Plan Administrator, the Company, the Company's shareholders, or
any Holder.

(4) The foregoing adjustments in the shares subject to Options will be made by
the Plan Administrator, or by any successor administrator of this Plan, or by
the applicable terms of any assumption or substitution document.

(5) The grant of an Option will not affect in any way the right or power of
the Company to make adjustments, reclassifications, reorganizations or changes
of its capital or business structure, to merge, consolidate or dissolve, to
liquidate or to sell or transfer all or any part of its business or assets.

<PAGE>

(N) Redemption of Stock Upon Termination of Employment.

If an Optionee has acquired shares of Stock pursuant to the exercise of the
Option granted pursuant to the Plan in consideration of his or services to the
Company or a Related Corporation as an employee or consultant, the Plan
Administrator may require as a condition to exercise by the Optionee of the
Option that the Optionee execute and deliver to a Stock Transfer Agreement in
the form approved by the Plan Administrator, which provides that:

(1) if the engagement of the Optionee is terminated for any reason other than
for "cause" as defined herein, the Optionee will at the option of the Plan
Administrator in its sole discretion within thirty (30) days of the
termination of Optionee's employment, sell back to the Corporation the
shares acquired pursuant to the exercise of such Options at the higher of the
exercise price or the Fair Market Value of the Stock; or

(2) if the employee is terminated for cause, as defined herein, the Optionee
shall, at the option of the Plan Administrator in its sole discretion and
within thirty (30) days of Optionee's termination of employment, sell back
such shares at the lower of the Fair Market Value of the Stock or the exercise
price.

For purposes of the Plan, fair market value will be determined in good faith
by the Plan Administrator.  The foregoing provision applies to all shares
acquired pursuant to the exercise of Options granted under the Plan prior to
the initial public offering of shares of the Stock of the Corporation.  Solely
for the purposes of the Plan, "cause" has the meaning assigned to that term in
the Optionee's employment or consulting agreement with the Company or any
Related Corporation or, if there is no such agreement or definition, "cause"
means (A) the Optionee's breach of the terms of his or her engagement with the
Company or any Related Corporation; (B) the Optionee's failure to adhere to
any written policy of the Company or any Related Corporation; (C) the
appropriation (or attempted appropriation) of a material business opportunity
of the Company or any Related Corporation, including attempting to secure or
securing any personal profit in connection with any transaction entered into
on behalf of the Company or any Related Corporation; (D) the misappropriation
(or attempted misappropriation) of any funds of property of the Company or any
Related Corporation; (E) the commission of any crime with respect to which
imprisonment is a possible punishment; or (F) any act or omission by the
Optionee involving intentional disloyalty, fraud, willful misconduct or gross
negligence.

6.  EFFECTIVE DATE; TERM.

Incentive Stock Options may be granted by the Plan Administrator from time to
time on or after the date on which this Plan is adopted (the "Effective Date")
through the day immediately preceding the tenth anniversary of the Effective
Date.  Non-Qualified Stock Options may be granted by the Plan Administrator on
or after the Effected and until this Plan is terminated by the Board in its
sole discretion.  Termination of this Plan will not terminate any Option
granted prior to such termination.  Any Incentive Stock Options granted by the
Plan Administrator prior to the approval of this Plan by a majority of the
shareholders of the Company in accordance with Section 422 of the Code will be
granted subject to ratification of this Plan by the shareholders of the
Company within twelve (12) months before or after the Effective Date.  If such
shareholder ratification is sought and not obtained, all Options granted prior
thereto and thereafter will be considered Non-Qualified Stock Options and any
Options granted to Covered Employees will not be eligible for the exclusion
set forth in Section 162(m) of the Code with respect to the deductibility by
the Company of certain compensation.

7.  NO OBLIGATIONS TO EXERCISE OPTION.

The grant of an Option will impose no obligation upon the Optionee to exercise
such Option.

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8.  NO RIGHT TO OPTIONS OR TO EMPLOYMENT.

The Plan Administrator will determine whether or not any Options are to be
granted under this Plan in its sole discretion, and nothing contained in this
Plan will be construed as giving any person any right to participate under
this Plan.  The grant of an Option will in no way constitute any form of
agreement or understanding binding on the Company or any Related Corporation,
express or implied, that the Company or any Related Company will employ or
contract with an Optionee for any length of time, nor will it interfere in any
way the Company's or, where applicable, a Related Company's right to
terminate Optionee's employment at any time, which right is hereby reserved.

9.  APPLICATION OF FUNDS.

The proceeds received by the Company from the sale of Stock issued upon the
exercise of Options will be used for general corporate purposes, unless
otherwise directed by the Board.

10.  INDEMNIFICATION OF PLAN ADMINISTRATOR.

In addition to all other rights of indemnification they may have as members of
the Board, members of the Plan Administrator will be indemnified by the
Company for all reasonable expenses and liabilities of any type or nature,
including attorney's fees, incurred in connection with any action, suit or
proceeding to which they or any of them are a party by reason of, or in
connection with, this Plan or any Option granted under this Plan, and against
all amounts paid by them in settlement thereof (provided that such settlement
is approved by independent legal counsel selected by the Company), except to
the extent that such expenses relate to matters for which it is adjudged that
such Plan Administrator member is liable for willful misconduct; provided,
that within fifteen (15) days after the institution of any such action, suit
or proceeding, the Plan Administrator member involved therein will, in
writing, notify the Company of such action, suit or proceeding, so that the
Company may have the opportunity to make appropriate arrangements to prosecute
or defend the same.

11.  AMENDMENT OF PLAN.

The Plan Administrator may, at any time, modify, amend or terminate this Plan
or modify or amend Options granted under this Plan, including, without
limitation, such modifications or amendments as are necessary to maintain
compliance with applicable statutes, rules or regulations; provided however,
no amendment with respect to an outstanding Option which has the effect of
reducing the benefits afforded to the Holder thereof will be made over the
objection of such Holder; further provided, that the events triggering
acceleration of vesting of outstanding Options may be modified, expanded or
eliminated without the consent of Holders.  The Plan Administrator may
condition the effectiveness of any such amendment on the receipt of
shareholder approval at such time and in such manner as the Plan Administrator
may consider necessary for the Company to comply with or to avail the Company
and/or the Optionees of the benefits of any securities, tax, market listing or
other administrative or regulatory policy.  Without limiting the generality of
the foregoing, the Plan Administrator may modify grants to persons who are
eligible to receive Options under this Plan who are foreign nationals or
employed outside the United States to recognize differences in local law, tax
policy or custom.

Effective Date: May ______, 1998.