AMERICOM USA, INC.
                       STOCK OPTION PLAN
      
             SECTION 1.01.  PURPOSE.  (a)  The purpose of this
      Stock Option Plan (the "PLAN") is to promote the growth
      and general prosperity of AmeriCom USA, Inc. (the
      "COMPANY") by permitting the Company to grant options to
      purchase shares of its common stock, par value $.0001
      per share (the "COMMON STOCK"), to persons whose
      contributions are important to the success of the
      Company.  The Plan is designed to help attract and
      retain superior personnel for positions of substantial
      responsibility with the Company and its parent and
      subsidiary corporations (if any) and to provide key
      employees, directors and consultants of or to the
      Company and its parent and subsidiary corporations with
      an additional incentive to contribute to the success of
      the Company.  
      
                     (b)  The Company intends that options
      granted to employees pursuant to the provisions of the
      Plan will qualify as "incentive stock options" within
      the meaning of Section 422 of the Internal Revenue Code
      of 1986, as amended (the "CODE") and Treasury
      Regulations promulgated thereunder ("ISOS"), unless an
      option, by its terms, would not qualify thereunder.  The
      Plan also provides for the granting of options that do
      not qualify as ISOs ("NQOS") to individuals who are not
      employees.  As used in the Plan, the terms "parent
      corporation" and "subsidiary corporation" shall have the
      meanings set forth in subsections (e) and (f),
      respectively, of Section 424 of the Code, and shall be
      referred to herein, collectively, as "AFFILIATES."
      
             SECTION 2.01.  ADMINISTRATION.  (a)  The Plan
      shall be administered by the board of directors of the
      Company or by a committee of the board of directors
      consisting of two or more directors to whom
      administration of the Plan has been delegated by
      resolution of the board of directors.  The members of
      the board of directors or that committee, as the case
      may be, are hereafter referred to as the "Plan
      Administrators."  Actions of the Plan Administrators
      shall be taken by a majority vote or by unanimous
      written consent.  
      
                     (b)  In the event that the Company is
      subject to Section 16 of the Securities Exchange Act of
      1934, as amended ("ACT"), the grant of an option to any
      individual subject to the limitations of Section 16(b)
      of the Act, and the terms of such option, shall be
      approved by the full board of directors of the Company
      or a committee comprised solely of two or more
      individuals who are "Non-Employee Directors" within the
      meaning of Rule 16(b)-3 promulgated by the Securities
      and Exchange Commission thereunder.   
      
                     (c)  In the event that the Company is the
      issuer of any common equity securities required to be
      registered under Section 12 of the Act, the grant of an
      option to any employee of the Company or an Affiliate,
      and the terms of such option, shall be approved by a
      committee comprised solely of two or more individuals
      who are "outside directors" within the meaning of the
      Treasury Regulations promulgated under Section 162(m) of
      the Code.  
      
             SECTION 2.02.  AUTHORITY OF PLAN ADMINISTRATORS. 
      Subject to the provisions of the Plan, and with a view
      to effecting its purpose, the Plan Administrators shall
      have sole authority, in their absolute discretion, (a)
      to construe and interpret the Plan, (b) to define the
      terms used herein, (c) to prescribe, amend, and rescind
      rules and regulations relating to the Plan, (d) to
      determine the individuals to whom options to purchase
      Common Stock shall be granted under the Plan, (e) to
      determine the time or times at which options shall be
      granted under the Plan, (f) to determine the number of
      shares of Common Stock subject to each option, the
      option price and the duration of each option granted
      under the Plan, (g) to determine all of the other terms
      and conditions of options granted under the Plan, and
      (h) to make all other determinations necessary or
      advisable for the administration of the Plan and do
      everything necessary or appropriate to administer the
      Plan.  All decisions, determinations and interpretations
      made by the Plan Administrators shall be binding and
      conclusive on all participants in the Plan and on their
      legal representatives, heirs and beneficiaries. 
      
             SECTION 2.03.  TERMS, CONDITIONS AND METHOD OF
      GRANT.  The terms and conditions of options granted
      under the Plan may differ from one another as the Plan
      Administrators, in their absolute discretion, shall
      determine as long as all options granted under the Plan
      satisfy the requirements of the Plan.  No optionee shall
      have any rights with respect to an option granted under
      the Plan unless the optionee shall have executed and
      delivered to the Plan Administrators an option agreement
      (with a copy of the Plan attached).  The option
      agreement shall be in the form and shall contain such
      provisions consistent with the Plan as the Plan
      Administrators, acting with the benefit of legal
      counsel, shall deem advisable.  The date of the option
      agreement shall be the date of granting the option to
      the optionee for all purposes of the Plan.  No option
      under the Plan shall be granted the exercise of which
      shall be conditioned upon the exercise of any other
      option under the Plan or any other plan.
      
             SECTION 3.01.  MAXIMUM NUMBER OF SHARES OF COMMON
      STOCK SUBJECT TO THE PLAN.  Subject to the provisions of
      Section 12.01, the sum of the aggregate number of shares
      with respect to which options may be granted under the
      Plan and the number of shares subject to the 
      substituted options described in Section 12.02, is Nine
      Million, Five Hundred Thousand (9,500,000).  The maximum
      number of shares subject to the Plan may be adjusted
      pursuant to the provisions of Section 12.01 of the Plan.
       If any of the options granted under the Plan expire or
      terminate for any reason before they have been exercised
      in full, the shares of Common Stock subject to those
      expired or terminated options shall again be available
      for the purpose of the Plan.
      
             SECTION 4.01.  ELIGIBILITY AND PARTICIPATION. 
      Employees, directors and consultants of or to the
      Company or any Affiliate shall be eligible for selection
      by the Plan Administrators to receive grants of options
      hereunder; provided, however, that only employees of the
      Company or an Affiliate shall be eligible for selection
      by the Plan Administrators to receive grants of ISOs
      under the Plan.
      
             SECTION 5.01.  EFFECTIVE DATE AND TERM OF PLAN. 
      The Plan shall become effective upon its adoption by the
      board of directors of the Company, subject to approval
      of the Plan by the shareholders of the Company, as
      provided in Section 14.01.  The Plan shall continue in
      effect for a term of 10 years from the earlier of the
      date of adoption by the board or approval by
      shareholders unless sooner terminated under Section 13.01.
      
             SECTION 5.02.  DURATION OF OPTIONS.  Each option
      and all rights thereunder granted pursuant to the terms
      of the Plan shall expire on the date determined by the
      Plan Administrators, but in no event shall any option
      granted under the Plan expire later than ten (10) years
      from the date on which the option is granted.  In
      addition, each option shall be subject to early
      termination as provided in this Plan.
      
             SECTION 5.03.  PURCHASE PRICE.  The purchase
      price for shares of Common Stock acquired pursuant to
      the exercise (in whole or in part) of any option shall
      not be less than the fair market value of the stock at
      the time of the grant of the option.  Fair market value
      shall be determined by the Plan Administrators on the
      basis of those factors they deem appropriate; provided
      that the Plan Administrators shall make a good faith
      effort to determine such fair market value in selecting
      such factors, and provided further, that if at the time
      the determination is made the Common Stock is admitted
      to trading on a national securities exchange, the fair
      market value of the shares shall be not less than the
      greater of (i) the mean between the high bid and asked
      prices reported for the Common Stock on that exchange on
      the day the option is granted or the most recent trading
      day preceding the date on which the option is granted or
      (ii) the last reported sale price reported for the
      Common Stock on that exchange on the day or most recent
      trading day preceding the date on which the option is
      granted.  The phrase "national securities exchange"
      shall include the National Association of Securities
      Dealers Automated Quotation System and the
      over-the-counter market.
      
             SECTION 5.04.  TERM AND PURCHASE PRICE OF OPTION
      GRANTED TO MORE THAN TEN PERCENT STOCKHOLDER. 
      Notwithstanding anything to the contrary in Sections
      5.02 and 5.03, if an option which is intended to be an
      ISO is to be granted to an employee who at the time the
      option is granted owns (or under Section 424(d) of the
      Code is deemed to own) more than 10 percent of the
      voting power or value of all classes of stock of the
      Company, (i) that option by its terms shall not be
      exercisable after the expiration of five years after the
      date that option is granted, and (ii) the purchase price
      for shares acquired pursuant to the exercise (in whole
      or in part) of that option shall be at least 110 percent
      of the fair market value (as determined under Section
      5.03) of the shares subject to the option at the time
      the option is granted.
      
             SECTION 5.05.  MAXIMUM AMOUNT OF OPTIONS IN ANY
      CALENDAR YEAR.  (a)  To the extent that the aggregate
      fair market value of stock with respect to which options
      under this Plan and all other such option plans of the
      Company and Affiliates, which would otherwise be ISOs,
      are exercisable for the first time by an optionee in any
      calendar year exceeds $100,000, such options shall not
      be treated as ISOs.  Nothing contained herein shall
      prohibit the grant of an NQO to an individual who is an
      employee of the Company or an Affiliate regardless of
      whether ISOs are granted to such individual in such
      year. 
      
                     (b)  Subject to the provisions of Section
      12.01, the maximum aggregate number of shares which may
      be granted under the Plan to any employee of the Company
      or an Affiliate during any calendar year shall be One
      Million (1,000,000). 
      
             SECTION 6.01.  EXERCISE OF OPTIONS BY OPTIONEE. 
      Each option shall be exercisable in one or more
      installments during its term, and the right to exercise
      may be cumulative as determined by the Plan
      Administrators.  No option may be exercised for a
      fraction of a share of Common Stock. In addition, no
      option may be exercised other than on a business day of
      the Company.  The full purchase price of any shares
      purchased shall be paid at the time of exercise of the
      option by a combination of cash, certified or cashier's
      check payable to the order of the Company or, if
      permitted by the terms of the option, shares of Common
      Stock.  If any portion of the purchase price is paid in
      shares of Common Stock, those shares shall be tendered
      at their then fair market value, as determined by the
      Plan Administrators in accordance with Section 5.03 of
      the Plan.  In addition, if permitted by the terms of the
      option, the optionee may purchase all or any portion of
      the shares subject to an option by directing the Company
      to withhold from delivery to the optionee the number of
      shares having a fair market value equal to the aggregate
      exercise price of the total number of shares purchased,
      or to deliver that number of shares and his irrevocable
      instructions to a broker to deliver to the Company
      proceeds of the sale of shares or a loan that are
      sufficient to pay the aggregate exercise price of the
      total number of shares purchased.  No option may be
      exercised on a date later than 10 years from the date it
      is granted.
      
             SECTION 6.02.  EXERCISE OF OPTIONS BY ESTATE OR
      BENEFICIARIES.  Subject to the provisions of Section
      11.01, if an option shall have been transferred to an
      estate of an optionee, or to any beneficiary thereof who
      shall have acquired such option by bequest or
      inheritance by reason of the death of such optionee, the
      option shall be exercisable in the same manner as if
      exercised by such optionee pursuant to Section 6.01.
      
             SECTION 6.03.  WRITTEN NOTICE REQUIRED.  Any
      option granted pursuant to the terms of the Plan shall
      be considered exercised when written notice of that
      exercise, together with the investment representations
      described in Section 7.01, if any, have been given to
      the Company at its principal office by the person
      entitled to exercise the option and full payment for the
      shares with respect to which the option is exercised has
      been received by the Company.  Upon receipt thereof, and
      in connection with the transfer of Common Stock pursuant
      to the exercise of an ISO, the Company shall provide
      optionee with a written statement containing the
      information required by Section 6039(a) of the Code.
      
             SECTION 6.04.  WITHHOLDING TAXES.  Shares of
      Common Stock shall not be transferred to an optionee
      upon exercise of an option granted hereunder unless and
      until the optionee has paid to the Company, or such
      other person responsible under applicable law for
      withholding taxes in connection with such exercise, an
      amount of cash sufficient to satisfy the liability for
      federal, state and local withholding taxes in connection
      with such exercise.  In their complete discretion,
      however, the Plan Administrators may permit the optionee
      to elect to have the Company assume this obligation by
      directing the Company to withhold a number of shares
      having a fair market value equal to the withholding
      taxes, or to deliver that number of shares and his
      irrevocable instructions to a broker to deliver to the
      Company the proceeds of a sale of a number of shares or
      a loan that are sufficient to satisfy the withholding
      taxes. 
      
             SECTION 7.01.  COMPLIANCE WITH STATE AND FEDERAL
      LAWS.  Shares of Common Stock shall not be issued with
      respect to any option granted under the Plan unless the
      exercise of that option and the issuance and delivery of
      the Common Stock pursuant to that exercise shall comply
      with all relevant provisions of state and federal laws,
      rules and regulations, and the requirements of any stock
      exchange upon which the Common Stock may then be listed,
      and shall be further subject to the approval of counsel
      for the Company with respect to that compliance.  If any
      law or any regulation of any federal or state body
      having jurisdiction shall require the Company or the
      optionee to take any action in connection with the
      shares specified in the optionee's notice, then the date
      for the delivery of the shares shall be postponed until
      the completion of the necessary action.  The Plan
      Administrators also shall require (to the extent
      required by applicable laws, rules and regulations) an
      optionee to furnish evidence satisfactory to the Company
      (including a written and signed representation letter
      and a consent to be bound by any transfer restrictions
      imposed by law, legend, condition, or otherwise) that
      the Common Stock is being purchased only for investment
      and without any present intention to sell or distribute
      the Common Stock in violation of any law, rule or
      regulation.  Further, each optionee shall consent to the
      imposition of a legend on the shares of Common Stock
      subject to his or her option restricting their
      transferability as may be required by applicable laws,
      rules and regulations.
      
             SECTION 8.01.  OPTION RIGHTS UPON TERMINATION OF
      SERVICE.  If an optionee ceases to be in the service of
      the Company or any Affiliate in any capacity, without
      regard to the anticipated duration of that cessation of
      service and for any reason other than death or permanent
      disability, his or her option shall immediately
      terminate, unless an option agreement allows the option
      to be exercised (to the extent exercisable on the date
      of termination of service) for a specified period of
      time thereafter.
      
              SECTION 9.01.  OPTION RIGHTS UPON DEATH OR
      DISABILITY.  Except as otherwise limited by the Plan
      Administrators at the time of the grant of an option, if
      an optionee dies or becomes permanently and totally
      disabled within the meaning of Section 22(e)(3) of the
      Code while in the service of the Company or any
      Affiliate, his or her option shall expire one year after
      the date of death or the date of permanent and total
      disability, unless in either case the option agreement
      or the Plan otherwise provides for earlier termination. 
      During that period, the unexercised portion of the
      option may be exercised by the optionee, if living, or
      by the person or persons to whom the optionee's rights
      under the option shall pass by will or by the laws of
      descent and distribution, but only to the extent that
      the optionee is entitled to exercise the option at the
      date of death or the date of permanent and total
      disability, as the case may be.

             SECTION 10.01.  PRIVILEGES OF STOCK OWNERSHIP. 
      Notwithstanding the exercise of any option granted
      pursuant to the Plan, no optionee shall have any of the
      rights or privileges of a stockholder of the Company in
      respect of any shares of Common Stock issuable upon the
      exercise of his or her option until the optionee becomes
      a stockholder of record.
      
             SECTION 11.01.  OPTIONS NOT TRANSFERABLE. 
      Options granted pursuant to the terms of the Plan may
      not be sold, pledged, assigned or transferred in any
      manner other than by will or the laws of descent or
      distribution any may be exercised during the lifetime of
      an optionee only by that optionee.
      
             SECTION 12.01.  ADJUSTMENTS FOR CHANGES IN
      CAPITALIZATION OR ORGANIZATION; ACCELERATION OF RIGHT TO
      EXERCISE OPTION.  All options granted pursuant to this
      Plan shall be adjusted in the manner prescribed by this
      section.  
      
              (a)    If the outstanding shares of the Common
      Stock of the Company are increased, decreased, changed
      into, or exchanged for a different number or kind of
      shares or securities through recapitalization,
      reclassification, stock dividend, stock split or reverse
      stock split, an appropriate and proportionate adjustment
      shall be made in the maximum number and kind of shares
      of Common Stock as to which options may be granted under
      the Plan.  A corresponding adjustment changing the
      number or kind of shares of Common Stock allocated to
      unexercised options or portions thereof, which shall
      have been granted prior to any such change, shall
      likewise be made.  Any such adjustment in outstanding
      options shall be made without change in the aggregate
      purchase price applicable to the unexercised portion of
      the option, but with a corresponding adjustment in the
      price for each share of Common Stock or other unit of
      any security covered by the option.
      
                     (b)    Upon the effective date of the
      dissolution or liquidation of the Company, or of a
      reorganization, merger, combination or consolidation of
      the Company with one or more other corporations in which
      the Company is not the surviving corporation, or of the
      transfer of substantially all of the assets or stock of
      the Company to another corporation, the Plan and any
      option theretofore granted hereunder shall terminate
      unless provision is made in writing in connection with
      that transaction for the continuance of the Plan and for
      the assumption of options theretofore granted hereunder,
      or the substitution for those options of new options
      covering the stock of the successor corporation, or a
      parent or subsidiary thereof, with appropriate
      adjustments, as determined or approved by the Plan
      Administrators, as to the number and kind of shares of
      stock subject to the substituted options and prices
      therefor, in which event the Plan and the options
      theretofore granted, or the new options substituted
      therefor, shall continue in the manner and under the
      terms so provided.  For the purposes of the preceding
      sentence, the excess of the aggregate fair market value
      of the shares subject to the option immediately after
      the substitution or assumption over the aggregate option
      price of those shares shall not be more than the excess
      of the aggregate fair market value of the shares subject
      to the option immediately before the substitution or
      assumption over the aggregate option price of those
      shares, and the new option or assumption of the old
      option shall not give the optionee additional benefits
      which the optionee did not have under the old option.
      
              In the event of (i) such dissolution,
      liquidation, reorganization, merger, combination,
      consolidation or sale or transfer of assets or stock in
      which provision is not made in the transaction for the
      continuance of the Plan and for the assumption of
      options theretofore granted or the substitution for
      those options of new options covering the securities of
      a successor corporation or a parent or subsidiary
      thereof or (ii) a difference between the excess of the
      aggregate fair market value of the shares subject to the
      option immediately after the substitution or assumption
      over the aggregate option price of those shares and the
      excess of the aggregate fair market value of the shares
      subject to the option immediately before the
      substitution or assumption over the aggregate option
      price of those shares, each optionee (or that person's
      estate or a person who acquired the right to exercise
      the option from the optionee by bequest or inheritance)
      shall be entitled, prior to the effective date of the
      consummation of any such transaction, to purchase, in
      whole or in part, the full number of shares of Common
      Stock under the option or options granted to him or her
      which he or she would otherwise have been entitled to
      purchase during the remaining term of the option and
      without regard to any otherwise applicable exercise
      restrictions set forth in the option agreement.  To the
      extent that any such exercise relates to stock that is
      not otherwise available for purchase through the
      exercise of the option by the optionee at that time, the
      exercise shall be contingent upon the consummation of
      that dissolution, liquidation, reorganization, merger,
      combination, consolidation, or sale or transfer of
      assets or stock.
      
             SECTION 12.02.  ASSUMPTION OF OPTIONS GRANTED BY
      KIOSK SOFTWARE, INC.  (a)  Pursuant to an Agreement and
      Plan of Reorganization dated January 24, 1999, by and
      between the Company, Kiosk Acquisition, Inc., Kiosk
      Software, Inc., and Lori Fisher, Kiosk Software, Inc.
      shall be merged into Kiosk Acquisition, Inc., which
      shall be an Affiliate of the Company as of the effective
      time of the merger ("Merger").  
                     
                     (b)  Holders of options ("Kiosk Options")
      to purchase common stock of Kiosk Software, Inc. ("Kiosk
      Stock"), to the extent outstanding and unexercised
      immediately prior to the Merger, pursuant to the Kiosk
      Software, Inc. 1998 Stock Incentive Plan ("Kiosk Plan"),
      shall receive options to purchase shares of Common Stock
      in substitution of their options to purchase Kiosk
      Stock.  Such options to purchase Kiosk Stock shall be
      cancelled and options to purchase Common Stock shall be
      substituted therefor simultaneously as of the Merger.
      
                     (c)  The number of shares of Common Stock
      subject to the option serving as a substitute for a
      Kiosk Option shall be that number, rounded down to the
      next lowest whole number, such that the aggregate fair
      market value of such Common Stock, determined as of the
      Merger, shall be equal to the fair market value of the
      Kiosk Stock, determined immediately prior to the Merger,
      subject to such Kiosk Option, to the extent outstanding
      and unexercised as of the Merger.
        
                     (d)  The exercise price of an option to
      purchase shares of Common Stock serving as a substitute
      for a Kiosk Option shall be the amount such that the
      excess of (i) the aggregate fair market value of such
      shares of Common Stock, determined as of the Merger,
      over (ii) the aggregate exercise price of the substitute
      option, is equal to the excess of (iii) the aggregate
      fair market value of  the Kiosk Stock subject to the
      Kiosk Option, determined immediately prior to the
      Merger, over the aggregate exercise price of such Kiosk
      Option, to the extent outstanding and unexercised as of
      the Merger.
      
                     (e)  The terms of the substitute option
      to purchase Common Stock shall be identical to the terms
      of the Kiosk Option, including those terms of the Kiosk
      Plan incorporated by reference, except as provided in
      paragraphs (c) and (d), above, and except to the extent
      such terms are inconsistent with the terms of this Plan,
      in which case the terms of the substitute option shall
      be modified to avoid such inconsistency. 
      Notwithstanding the preceding sentence, however, to the
      extent that a Kiosk Option qualified as an ISO in the
      hands of the optionee immediately prior to the Merger,
      the terms of the substitute option to purchase Common
      Stock shall not be modified in such a fashion to result
      in the optionee receiving "additional benefits," within
      the meaning of Section 424(a)(2) of the Code, which he
      did not have under the Kiosk Option.    
                
             SECTION 13.01.  TERMINATION AND AMENDMENT OF
      PLAN.  (a)  The Plan shall terminate 10 years after the
      earlier of its adoption by the board of directors of the
      Company or its approval by the shareholders of the
      Company, and no options shall be granted under the Plan
      after that date; provided, however, that termination of
      the Plan shall not terminate any option granted prior
      thereto, and options granted prior to termination of the
      Plan and existing at the time of termination of the Plan
      shall continue to be subject to all the terms and
      conditions of the Plan as if the Plan had not
      terminated.  
      
                     (b)  Subject to the limitation contained
      in Section 13.02, the board of directors of the Company
      may at any time amend or revise the terms of the Plan,
      provided that no amendment or revision shall (i)
      increase the maximum aggregate number of shares of
      Common Stock provided for in Section 3.01 that may be
      sold pursuant to options granted under the Plan, except
      with the approval of the shareholders of the Company or
      except as provided under the provisions of Section
      12.01(a), (ii) permit the granting of an option to
      anyone other than as provided in Section 4.01, (iii)
      increase the maximum term provided for in Sections 5.02
      and 5.04 of any option, or (iv) change the minimum
      purchase price for shares of Common Stock under Sections
      5.03 and 5.04.
      
             SECTION 13.02.  PRIOR RIGHTS AND OBLIGATIONS.  No
      amendment, suspension or termination of the Plan shall,
      without the consent of the optionee, alter or impair any
      of that optionee's rights or obligations under any
      option granted under the Plan prior to that amendment,
      suspension or termination.
      
             SECTION 14.01.  APPROVAL OF SHAREHOLDERS.  Within
      12 months before or after its adoption by the board of
      directors of the Company, as provided by Section 5.01,
      the Plan must be approved by shareholders of the Company
      holding at least a majority of the voting stock of the
      Company voting in person or by proxy at a duly held
      shareholders' meeting.  Options may be granted under the
      Plan prior to obtaining approval, subject to the
      limitations of Section 13.01 concerning the period
      during which options may be granted, but those options
      shall be contingent upon approval being obtained and may
      not be exercised prior to the receipt of that approval.
      
             SECTION 15.01.  RESERVATION OF SHARES OF COMMON
      STOCK.  The Company, during the term of the Plan, will
      at all times reserve and keep available a sufficient
      number of shares of Common Stock to satisfy the
      requirements of the Plan. 
      
             SECTION 16.01.  HEADINGS.  The headings of the
      sections of the Plan are for convenience only and shall
      not be considered or referred to in resolving questions
      of interpretation.
      
             SECTION 17.01.  BROKERS' COMMISSIONS.  No
      commission may be paid to brokers on the sale by the
      Company to the optionee of Common Stock that is optioned
      and sold under the Plan.
      
             SECTION 18.01.  ADOPTION.  The Plan has been
      adopted by a resolution duly adopted by the board of
      directors of the Company.
      
             SECTION 19.01.  APPLICABLE LAW.  The Plan and
      Options granted hereunder shall be governed by the laws
      of the State of Delaware.