EXHIBIT 4.1




                                   STRATABASE
                                   ----------

                             2002 STOCK OPTION PLAN
                            -------------------------

1.          PURPOSE.
            -------

     The Purpose of the STRATABASE 2002 Stock Option Plan ("Plan") is to provide
                                                            ----
to key employees, officers, directors, consultants and agents of STRATABASE (the
"Corporation"),  or  any of its subsidiaries, added incentive for high levels of
 -----------
performance  and  to  reward  unusual  efforts  which  increase the earnings and
long-term growth of the Corporation.  It is intended to accomplish the foregoing
by  providing for the grant of "Incentive Stock Options" and "Nonqualified Stock
Options"  to qualified eligible individuals.  Except where the context otherwise
requires, the term "Corporation" shall include STRATABASE, a Nevada corporation,
any  parent  of  the  corporation and all present and future subsidiaries of the
Corporation as defined in Section 424(e) and 424(f) of the Internal Revenue Code
of  1986,  as  amended  (the  "Code").
                               ----

2.          CERTAIN  DEFINITIONS.
            --------------------

     As  used  in  this  Plan,  the  following  words and phrases shall have the
respective  meanings  set  forth  below,  unless the context clearly indicates a
contrary  meaning.

     (a)     "Board  of  Directors"  shall  mean  the  Board of Directors of the
              ---------------------
Corporation.

     (b)     "Cause"  shall  mean  any  one  or  more  of  the  following:
             -------

     (i)  a  material  breach  of  any  term  of  employment,  consultation  or
          engagement  with  the  Corporation  by  the  Optionee.


     (ii) the continuing, repeated willful failure or refusal by the Optionee to
          substantially  perform  his  responsibilities  on  behalf  of  the
          Corporation.

    (iii) an act or omission of the Optionee that is materially adverse to the
          business,  goodwill  or  reputation  of  the  Corporation.


     (iv) an act  of  dishonesty.


      (v) the  commission  of  a  felony.

     (vi) the  breach  of  a  fiduciary  duty  or  fraud.

    (vii) an  act  of  moral  turpitude.

                                      -1-
<PAGE>
   (viii) a  determination  by a physician licensed in the jurisdiction where
          the Optionee is employed that the Optionee is a chronic alcoholic or a
          narcotics  addict (as such term is defined under the applicable law of
          such  jurisdiction),  or

     (ix) any  "cause"  for termination or discharge as may be otherwise defined
          in  any  employment,  consultation or engagement agreement between the
          Optionee  and  the  Corporation.


     The  determination of the Option Committee with respect to whether a
     Termination for  Cause  has  occurred  shall  be  submitted to the Board of
     Directors, whose decision  shall  be  final  and  conclusive.

     (c)     "Change  of  Control"  shall  mean (i) an acquisition of any voting
              --------------------
securities  of the Corporation (the "Voting Securities") by any "Person" (as the
                                     ------------------
term person is used for purposes of Section 13(d) or 14(d) of the Exchange Act),
immediately  after  which  such  Person  has  "Beneficial Ownership" (within the
meaning  of  Rule  13d-3  promulgated  under the Exchange Act) of thirty percent
(30%) or more of the then outstanding shares or the combined voting power of the
Corporation's  then  outstanding Voting Securities; (ii) the individuals who, as
of  the  Effective  Date are members of the Board (the "Incumbent Board"), cease
                                                        ----------------
for  any  reason  to constitute at least two-thirds of the members of the Board;
provided,  however,  that  if  the election, or nomination of the members of the
Corporation's common stockholders, of any new director was approved by a vote of
at  least  two-thirds  of  the  Incumbent  Board,  such  new director shall, for
purposes  of  this Plan, be considered as a member of the Incumbent Board; (iii)
the  consummation  of (x) a merger, consolidation or reorganization with or into
the Corporation or in which securities of the Corporation are issued unless such
merger,  consolidation  or reorganization is a "Non-Control Transaction"; (iv) a
complete liquidation or dissolution of the Corporation; or (v) the sale or other
disposition  of all or substantially all of the assets of the Corporation to any
Person  (other  than  a  transfer  to  a  Subsidiary  or the distribution to the
Corporation's  stockholders  of  the stock of a Subsidiary or any other assets).

Notwithstanding  the foregoing, a Change in Control shall not be deemed to occur
solely  because  any Person (the "Subject Person") acquired Beneficial Ownership
                                  ---------------
of  more  than  the  permitted  amount  of the then outstanding Shares or Voting
Securities  as a result of the acquisition of Shares or Voting Securities by the
Corporation  which,  by  reducing the number of Shares or Voting Securities then
outstanding,  increases  the proportional number of shares Beneficially Owned by
the  Subject  Persons, provided that if a Change in Control would occur (but for
the  operation  of  this  sentence)  as a result of the acquisition of Shares or
Voting  Securities  by  the Corporation, and after such share acquisition by the
Corporation,  the  Subject Person becomes the Beneficial Owner of any additional
Shares  or  Voting  Securities  which  increases  the  percentage  of  the  then
outstanding  Shares  or  Voting  Securities  Beneficially  Owned  by the Subject
Person,  then  a  Change  in  Control  shall  occur.

                                      -2-
<PAGE>
     (d)     "Disability"  shall mean the inability to engage in any substantial
              -----------
gainful  activity  by  reason  of  any  medically  determined physical or mental
impairment  which  can be expected to result in death or which has lasted or can
be  expected  to last for  a  continuous  period  of not less than twelve (12)
months as determined  by  the  Option  Committee  in  their  sole  discretion.

     (e)     "Effective  Date" shall mean the date on which the Plan is approved
              ----------------
by  a  majority  of  the  outstanding shares of capital stock of the Corporation
entitled  to  vote  thereon.

     (f)     "Exchange  Act" shall mean the Securities and Exchange Act of 1934,
              --------------
as  amended.

     (g)     "Fair  Market  Value  per Share" shall mean as of any date the fair
              -------------------------------
market  value  of  each  of  the  Shares on such date (the "applicable date") as
determined  by  the  Option  Committee  in  good faith.  The Option Committee is
authorized  to  make  its  determination  as  to  the  fair  market value on the
following  basis:  (i) if the Shares are not traded on a securities exchange and
are  not  quoted  on  the  National  Association  of  Securities Dealers, Inc.'s
Automated  Quotation  System  ("NASDAQ"), but are quoted on the Over The Counter
Electronic  Bulletin  Board  operated  by  NASDAQ, "Fair Market Value per Share"
shall  be  the mean between the average daily bid and average daily asked prices
of  the Shares on the applicable date, as published on such bulletin board; (ii)
if  the Shares are not traded on a securities exchange and are quoted on NASDAQ,
"Fair  Market  Value  per  Share"  shall be the closing transaction price of the
Shares  on  the  applicable date, as reported on NASDAQ; (iii) if the Shares are
traded  on  a  securities  exchange,  "Fair Market Value per Share" shall be the
daily  closing  price  of  the  Shares,  on  such  securities exchange as of the
applicable  date;  or  (iv)  if the Shares are traded other than as described in
(i), (ii) or (iii) above, or if the Shares are not publicly traded, "Fair Market
Value  per  Share" shall be the value determined by the Option Committee in good
faith  based  upon the fair market value as determined by completely independent
and  well  qualified  experts.  In  the case of Shares described in (i), (ii) or
(iii)  above,  if  no prices are reported for the Shares on the applicable date,
the "Fair Market Value per Share" shall be the price reported for such Shares on
the  next  preceding  date  on  which  there  were  reported  prices.

     (h)     "Granting  Date"  shall mean the date on which the grant of an
             ---------------
Option is made  effective  by  the  Option  Committee.

     (i)     "Incentive  Stock  Option" shall mean an Option intended to qualify
              -------------------------
for  treatment  as  an incentive stock option under Section 422 of the Code, and
designated  as  an  Incentive  Stock  Option.

     (j)     "Non-Control  Transaction"  shall  mean  a merger, consolidation or
              -------------------------
reorganization  with  or  into  the  Corporation  or  in which securities of the
Corporation  are  issued  where:

                                      -3-
<PAGE>

     (a)     the  stockholders  of  the  Corporation,  immediately  before  such
merger,  consolidation or reorganization, own directly or indirectly immediately
following  such  merger, consolidation or reorganization, at least fifty percent
(50%)  of  the combined voting power of the outstanding voting securities of the
corporation  resulting  from such merger or consolidation or reorganization (the
"Surviving Corporation") in substantially the same proportion as their ownership
 ---------------------
of  the  Voting  Securities  immediately  before  such  merger, consolidation or
reorganization,

     (b)     the individuals who were members of the Incumbent Board immediately
prior to the execution of the agreement providing for such merger, consolidation
or  reorganization constitute at least two-thirds of the members of the board of
directors  of  the Surviving Corporation, or a corporation beneficially directly
or  indirectly  owning  a  majority  of  the  Voting Securities of the Surviving
Corporation,  and

     (c)     no  Person  other than (1) the Corporation, (2) any Subsidiary, (3)
any  employee  benefit  plan  (or  any  trust  forming  a  part  thereof)  that,
immediately  prior  to  such  merger,  consolidation  or  reorganization,  was
maintained  by  the  Corporation  or  any  Subsidiary,  or  (4)  any Person who,
immediately prior to such merger, consolidation or reorganization had Beneficial
Ownership  of  thirty  percent  (30%)  or  more  of  the then outstanding Voting
Securities  or  Shares, has Beneficial Ownership of thirty percent (30%) or more
of  the  combined  voting  power of the Surviving Corporation's then outstanding
voting  securities  or  its  common  stock.

     (k)     "Nonqualified  Stock Option" shall mean an Option not qualifying as
              ---------------------------
an  Incentive  Stock  Option.

     (l)     "Option" shall man any option to purchase Shares of the Corporation
              -------
granted  under  the  Plan,  which  may  be either an Incentive Stock Option or a
Nonqualified  Stock  Option.

     (m)     "Option Agreement" shall mean the document setting forth the terms
              -----------------
and conditions  of  each  Option.

     (n)  "Option  Committee"  shall mean the Committee selected and designated
           ------------------
by the  Board  of Directors to administer the Plan, consisting of not less than
two (2)  members  of  the  Board  of  Directors.


                                      -4-
<PAGE>
   (o)     "Optionee"  shall  mean  the  holder  of  an  Option.
            ---------

   (p)     "Retirement" shall have the meaning ascribed by the Option Committee.
            -----------

   (q)     "Securities Act" shall mean the Securities Act of 1933, as amended.
            ---------------

   (r)     "Shares" shall mean the shares of common stock, $0.001 par value
            ------
per share  of  the  Corporation.

   (s)     "Subsidiary"  shall  mean  any corporation (other than STRATABASE)
            -----------
in an unbroken  chain  of  corporations  beginning  with  STRATABASE,  if each
of the corporations  other  than  the last corporation in the unbroken chain
owns stock possessing  50%  or  more  of  the total combined voting power of
all classes of stock  in  one  of  the  other  corporations  in  such  chain.

   (t)     "Ten  Percent Shareholder" shall mean an individual who, at the time
            --------------------------
an Option  is  granted,  owns  stock possessing more than 10% of the total
combined voting  power  of all classes of stock of the Corporation or its
parent, if any.

     3.      STOCK  OPTIONS.
             --------------

(a)   In General.  Awards under the Plan shall be granted in the form of Options
      ----------
which  may  either  qualify  for  treatment  as  Incentive  Stock  Options or as
Nonqualified  Stock  Options.

(b)   Limitation  on Number of Shares.  The aggregate number of Shares which may
      -------------------------------
be  issued  and  purchased  under  the  Plan shall not exceed 1,750,000 Shares,
subject  to  any  Share adjustments pursuant to Section 9.  Shares may be either
authorized  and  unissued Shares or issued Shares reacquired by the Corporation.
The total number of Shares subject to Options authorized under the Plan shall be
subject  to  increase  or decrease, as necessary, in order to give effect to the
adjustment  provisions  of  Section 9 hereof and to give effect to any amendment
adopted as provided in Section 15 hereof.  Notwithstanding the above limitation,
any  Shares  subject  to an Option which terminates, is cancelled or expires for
any  reason  without  being exercised in full, may again be subject to an Option
under  the  Plan, unless the Plan shall have been terminated.  At the discretion
of  the  Option  Committee,  existing  Options  may be cancelled and new options
granted  at  a  lower price in the event of a decline in the market value of the
Shares.  If Shares issued upon exercise of an Option under the Plan are tendered
to the Corporation in partial or full payment of the exercise price of an Option
granted  under  the  Plan,  such  tendered  Shares  shall  not  be available for
subsequent  Option  grants  under  the  Plan.

                                      -5-
<PAGE>

4.          ELIGIBILITY.
            -----------

     (a)  In  General.  Only  officers, key employees and directors who are also
          -----------
employees  of  the  Corporation shall be eligible to receive grants of Incentive
Stock Options. Officers, key employees, consultants, agents and all directors of
the  Corporation (whether or not employees of the Corporation) shall be eligible
to  receive  grants  of Nonqualified Stock Options. Within the foregoing limits,
the  Option  Committee, in its sole and absolute discretion, shall, from time to
time,  determine (i) the individuals or the class of individuals to whom Options
may be granted hereunder, (ii) the number of Shares to be covered by each of the
Options granted hereunder, (iii) the purchase price of the Shares and the method
of  payment  for  such  Shares,  (iv) the terms and provisions of the respective
Option  Agreement  and (v) the times at which such Options shall be granted. The
Option  Committee shall take into account such factors as it shall deem relevant
in connection with accomplishing the purpose of the Plan as set forth in Section
1  hereof.  All  such determinations and designations of individuals eligible to
receive  Options  under the Plan shall be made in the absolute discretion of the
Option  Committee and shall not require the approval of the stockholders, except
as  expressly  set  forth  herein.


     (b)   Additional Options.  An individual who has been granted an Option may
           ------------------
be  granted  additional  Options if the Option Committee shall so determine.  In
addition,  new  Options  may  be  granted in substitution for Options previously
granted  under this Plan or another plan of the Corporation or under the plan of
another  corporation  assumed  by  the Corporation.  No Options shall be granted
under  this  Plan  after  the  expiration of the tenth (10th) anniversary of the
adoption  of  the  Plan  by  the  Board  of  Directors.

      (c)  Certain  Limitations.  Incentive  Stock Options may not be granted to
           --------------------
an  Optionee  to  the  extent  that  the  aggregate  Fair Market Value per Share
(determined  as  of  the  Granting  Date) of all Shares subject to the Incentive
Stock  Options  granted  under  the  Plan  (or granted under any other incentive
stock  option  plan of the Corporation) which are exercisable for the first time
by  such  Optionee  during  the  same calendar year exceeds One Hundred Thousand
Dollars  ($100,000).

       (d)   Option  Agreement.  Each  Option granted pursuant to the Plan shall
             -----------------
be  evidenced by a written Option Agreement entered into between the Corporation
and  the  Optionee which shall contain such terms and provisions, including, but
not  limited  to,  the period of exercise, whether in installments or otherwise,
the  exercise  price and such other terms and conditions as the Option Committee
shall,  in  its  sole  discretion,  determine  to  be appropriate and within the
contemplation  of  the  Plan.  The  terms  and conditions of such written Option
Agreement  need  not  be  the  same  for  all  Options  granted  under the Plan.


                                      -6-
<PAGE>

     5.        ADMINISTRATION  OF  PLAN.
               ------------------------

      (a)       Option Committee.  This Plan shall be administered by the Option
                ----------------
Committee,  subject  to the approval and ratification by the Board of Directors.
Any  action  of  the Option Committee with respect to administration of the Plan
shall  be  taken  pursuant  to  (i)  a  majority vote at a meeting of the Option
Committee  (to  be documented by minutes), or (ii) the unanimous written consent
of  its  members.  The  Option Committee may meet in person, by telephone, or by
any  other  means  which  it  deems to be advisable and convenient.  All actions
taken  by  the Option Committee shall be submitted to the Board of Directors for
ratification  and  approval.

     (b)      Vacancies.  Vacancies  in  the Option Committee shall be filled by
              ---------
the  Board  of  Directors.  In  addition, the Board of Directors may at any time
remove  one or more members of the Option Committee and substitute others, and a
majority  of  disinterested members of the Board of Directors shall at all times
have  the  right  to  exercise  any  and  all  rights  and  powers of the Option
Committee.

     (c)     Authority.  The  Option  Committee  shall  have  the  authority,
             ---------
exercisable  in  its  discretion, subject to express provisions of this Plan and
subject  to  the  approval  and  ratification by the Board of Directors, to: (i)
construe  and  interpret  the  provisions  of the Plan, decide all questions and
settle  all  controversies  and  disputes which may arise in connection with the
Plan;  (ii)  prescribe,  amend and rescind rules and regulations relating to the
administration  of  the  Plan;  (iii) determine the exercise price of the Shares
covered  by  each  Option  granted  hereunder and the method of payment for such
Shares,  the  individuals  to  whom,  and the time or times at which, any Option
granted hereunder shall be granted and exercisable, the number of Shares covered
by each Option granted hereunder, (iv) determine the terms and provisions of the
respective  Option  Agreements  (which need not be identical); (v) determine, in
the  case  of  employees,  whether  Options  shall be Incentive Stock Options or
Nonqualified  Stock  Options; (vi) determine the duration and purposes of leaves
of  absence  which may be granted to eligible individuals without constituting a
termination  of  their  employment  for purposes of the Plan; and (vii) make all
other  determinations necessary or advisable for the administration of the Plan.
Determinations  of  the  Option Committee on matters referred to in this Section
shall  be  conclusive  and  binding  on  all  parties howsoever concerned.  With
respect  to  Incentive  Stock Options, the Option Committee shall administer the
Plan  in  compliance  with  the  provisions  of Code Section 422 as the same may
hereafter be amended from time to time.  No member of the Option Committee shall
be  liable  for  any  action,  omission  or  determination made in good faith in
connection  with  the  Plan.

6.          EXERCISE  PRICE.
            ---------------

     (a)   Nonqualified  Stock  Options.  The exercise price of each Option that
           ----------------------------
is  intended to be a Nonqualified Stock Option shall be determined by the Option
Committee.

                                      -7-
<PAGE>
     (b)    Incentive  Stock Option.  The exercise price of each Option intended
            -----------------------
to  qualify  as  an  Incentive  Stock  Option  shall be determined by the Option
Committee,  but shall in no event be less than one hundred percent (100%) of the
Fair  Market Value per Share on the Granting Date of the Incentive Stock Option.
In the case of an Option intended to qualify as an Incentive Stock Option, which
is  granted  to a Ten Percent Shareholder, the exercise price per share shall in
no  event  be less than 110% of the Fair Market Value per Share determined as of
the  Granting  Date.

7.          PERIOD  OF  EXERCISE  AND  CERTAIN LIMITATIONS ON RIGHT TO EXERCISE.
            -------------------------------------------------------------------

     (a)     Period  of  Exercise.  Each  Option granted under the Plan shall be
             --------------------
exercisable  at such times and under such conditions as may be determined by the
Option  Committee  at  the Granting Date and as shall be set forth in the Option
Agreement;  provided,  however, in no event shall an Option be exercisable after
the  expiration  of ten (10) years from its Granting Date, and in the case of an
Incentive  Stock  Option granted to a Ten Percent Shareholder, such Option shall
not  be  exercisable  later  than  five  (5)  years  after  its  Granting  Date.

     (b)     Change  of  Control.  Unless  otherwise  provided  in  any  Option
             -------------------
Agreement,  all  Options  granted  pursuant  to  the Plan shall become fully and
immediately  exercisable  with  respect  to  all  Shares subject thereto, upon a
Change  of  Control.

     (c)     Effect  of  Termination of Employment or Other Relationship.  The
             -----------------------------------------------------------
effect of the termination of an Optionee's employment or other relationship with
the  Corporation  on such Optionee's eligibility to exercise any Options awarded
pursuant  to  the  Plan  shall  be  as  follows:

     (i)  Disability  or  Death.  If  an  Optionee  ceases to be employed by, or
          ----------------------   ceases to  have  a  relationship  with,  the
          Corporation  by  reason  of Disability or death, any Option heretofore
          granted  which  remains  unexercised  at the time of termination shall
          become  fully  vested  and exercisable and shall expire not later than
          one  (1) year thereafter. During such one (1) year period and prior to
          the expiration of the Option by its terms, the Optionee, or his or her
          executor  or administrator or the person or persons to whom the Option
          is  transferred  by  will  or  the  applicable  laws  of  descent  and
          distribution,  may  exercise  such Option, and except as so exercised,
          such Option shall expire at the end of one (1) year period unless such
          Option  by  its  terms  expires  before  such date. The decision as to
          whether  a  termination  by reason of Disability has occurred shall be
          made  by  the  Option  Committee,  whose  decision  shall be final and
          conclusive.


                                      -8-
<PAGE>

     (ii) Retirement.  If  the  Optionee  ceases to be employed by, or ceases to
          ----------  have  a  relationship  with  the  Corporation by reason of
          Retirement, any Option heretofore granted which remains unexercised at
          the  time of such Retirement shall become fully vested and exercisable
          and  shall expire, in the case of an Incentive Stock Option, not later
          than  three  (3)  months thereafter, or, in the case of a Nonqualified
          Stock  Option,  not  later  than  one (1) year thereafter. During such
          period  and  prior  to the expiration of the Option by its terms, such
          Option  may  be exercised by the Optionee, and except as so exercised,
          shall  expire at the end of such relevant period unless such Option by
          its  terms  expires  before  such  date.  The decision as to whether a
          termination  is  by  reason  of Retirement shall be made by the Option
          Committee,  whose  decision  shall  be  final  and  conclusive.


     (iii)  Voluntary  Termination  or  Termination  by  the  Corporation. If an
          -------------------------------------------------------------
          Optionee's  employment  by,  or  relationship with, the Corporation is
          terminated  voluntarily  or,  by  the  Corporation,  whether  such
          termination  is  for  Cause  or  for  no reason whatsoever, any Option
          heretofore  granted  which  remains  unexercised  at  the time of such
          termination  shall  expire  immediately,  provided,  however, that the
          Option  Committee  may,  in  its  sole and absolute discretion, within
          thirty  (30)  days  of  such  termination, waive the expiration of any
          Option awarded under the Plan, by giving written notice of such waiver
          to the Optionee at such Optionee's last known address. In the event of
          such  waiver,  the Optionee may exercise any such Options only to such
          extent, for such time, and upon such terms and conditions set forth in
          subparagraph  (i) above. The determination as to whether a termination
          is voluntary or for Cause shall be made by the Option Committee, whose
          decision  shall  be  final  and  conclusive.


     (d)     Shares  held  for  Investment.  The  Option Committee may, if it or
             -----------------------------
counsel for the Corporation shall deem it necessary or desirable for any reason,
require  as  a  condition  of  exercise,  that  the Optionee or any other person
entitled  to  exercise  an  Option  hereunder,  represent  in  writing  to  the
Corporation at the time of exercise of such Option that it is their intention to
acquire  the  Shares  as  to  which the Option is being exercised for investment
purposes  and  not  with  a  view  to  the  sale  or  distribution  thereof.

     (e)      Transferability.  Options  granted  under  the Plan to an Optionee
              ---------------
shall  not  be  transferable  other  than  by  will  or  the laws of descent and
distribution,  and  such  Options  shall  be  exercisable, during the Optionee's
lifetime, only by him or his legal guardian or legal representative.  A transfer

                                      -9-
<PAGE>

of  an  Option  by  will  or  the laws of descent and distribution shall not be
effective  unless  the  Option  Committee  shall  have  been furnished with such
evidence  as  it  may  deem necessary to establish the validity of the transfer.

     (f)     Intended  Treatment  as  Incentive  Stock Options.  Incentive Stock
             -------------------------------------------------
Options  granted  pursuant  to  this  Plan are intended to qualify as "incentive
stock  options"  pursuant  to  Code Section 422 and shall, whenever possible, be
construed  and  administered so as to implement that intent.  If all or any part
of  an Option granted hereunder with the intention of qualifying as an Incentive
Stock  Option,  shall  fail  to  so qualify, such Option or portion thereof that
fails  to  so  qualify  shall  be  deemed  a  Nonqualified  Stock Option granted
hereunder.

     8.    PAYMENT  OF  EXERCISE  PRICE  AND  CANCELLATION  OF  OPTIONS.
           ------------------------------------------------------------

     (a)     Notice  of  Exercise.  An  Option  granted  under the Plan shall be
             --------------------
exercised  by giving written notice to the Secretary of the Corporation (or such
other  person designated by the Option Committee) of the Optionee's intention to
exercise one or more Options hereunder and by delivering payment of the exercise
price  therewith,  which  shall  be  paid  in full at the time of such exercise.

     (b)     Method  of Settlement.  The consideration to be paid for the Shares
             ---------------------
to  be  issued  upon  exercise  of an Option, shall consist of cash or, with the
approval of the Option Committee (which may be withheld in its sole discretion),
Shares  having a fair market value on the date of exercise, as determined by the
Option  Committee, at least equal to the exercise price or a combination of cash
and  Shares or, with the approval of the Option Committee (which may be withheld
in its sole discretion) may also be effected wholly or partly by monies borrowed
from  the Corporation pursuant to a promissory note, the terms and conditions of
which  shall  be  determined  from  time to time by the Option Committee, in its
discretion,  separately  with  respect  to  each  exercise  of  Options and each
Optionee,  or by such other method of payment as may be determined by the Option
Committee  in  its sole discretion; provided, that each such method and time for
                                    --------
payment and each such borrowing and terms and conditions of repayment shall then
be  permitted  by  and  be  in  compliance  with applicable law. An Optionee may
purchase  less  than  the  total  number  of  Shares for which an Option is then
exercisable,  provided,  however, that any partial exercise of an Option may not
be  less  than for one hundred (100) Shares and shall not include any fractional
Shares.  No Optionee or legal representative of an Optionee, as the case may be,
will  be,  or will be deemed to be, the owner of any Shares covered by an Option
unless  and until certificates for the Shares are issued to the Optionee or such
Optionee's  representative  under  the  Plan.

                                      -10-
<PAGE>

9.     SHARE  ADJUSTMENT.
       -----------------

     If  the  outstanding  Shares  of  the  class  then subject to this Plan are
increased  or decreased, or are changed into or exchanged for a different number
or  kind  of shares or securities or other forms of property (including cash) or
rights,  as  a  result  of  one  or  more  reorganizations,  recapitalizations,
spin-offs,  stock  splits,  reverse  stock  splits, stock dividends or the like,
appropriate  adjustments  shall  be  made in the number and/or kind of Shares or
securities  or  other  forms  of  property  (including cash) or rights for which
Options  may  thereafter  be  granted  under the Plan and for which Options then
outstanding  under  the  Plan  may  thereafter  be  exercised.  Any  such  Share
adjustments  shall  be  made  without  changing  the  aggregate  exercise  price
applicable  to  the unexercised portions of outstanding Options.  Any fractional
Shares  resulting  from  such  adjustment shall be eliminated by rounding to the
nearest  whole number.  Appropriate amendments to the Option Agreements shall be
executed by the Corporation and the Optionees to the extent the Option Committee
determines that such amendments are necessary or desirable to reflect such Share
adjustments.  If  determined  by  the Option Committee to be appropriate, in the
event  of  any  Share  adjustment  involving the substitution of securities of a
corporation  other  than  the  Corporation,  the  Option  Committee  shall  make
arrangements for the assumption by such other corporation of any Options then or
thereafter  outstanding under the Plan, without any change in the total exercise
price  applicable  to  the  unexercised  portion  of  the  Options  but  with an
appropriate  adjustment  to  the  number  of  securities, kind of securities and
exercise  price  for  each  of  the  securities  subject  to  the  Options.  The
determination  by  the  Option  Committee  as  to what adjustment, amendments or
arrangements  shall  be  made pursuant to this Section 9 and the extent thereof,
shall  be  final  and  conclusive.

     In the event of the proposed dissolution or liquidation of the Corporation,
or  a proposed sale of substantially all of the assets of the Corporation, or in
the event of any merger or consolidation of the Corporation with or into another
corporation, or in the event of any corporate separation or division, including,
but  not  limited to, a split-up, split-off or spin-off, or other transaction in
which  the outstanding Shares then subject to Options under the Plan are changed
into  or exchanged for property (including cash), rights and/or securities other
than,  or  in  addition  to, shares of the Corporation, the Option Committee may
provide  that the holder of each Option then exercisable shall have the right to
exercise such Option solely for the kind and amount of shares of stock and other
securities,  property,  cash  or  any  combination  thereof receivable upon such
dissolution,  liquidation,  sale,  consolidation or merger, or similar corporate
event, by a holder of the number of Shares for which such Option might have been
exercised  immediately  prior  to  such  dissolution,  liquidation,  sale,
consolidation  or merger or similar corporate event; or, in the alternative, the
Option  Committee  may  provide  that  each  Option granted under the Plan shall
terminate  as of a date to be fixed by the Board of Directors, provided, that no
                                                               --------
less  than  thirty  (30) days prior written notice of the date so fixed shall be
given  to  each  Optionee  who shall have the right, during such thirty (30) day
period preceding such termination, to exercise the Options as to all or any part
of  the  Shares covered thereby, including Shares as to which such Options would
not  otherwise  be  exercisable.

                                      -11-
<PAGE>

     10.     SUBSTITUTE  OPTIONS.
             -------------------

The  Corporation  may  grant  options under the Plan in substitution for options
held by employees of another corporation who become employees of the Corporation
as the result of a merger or consolidation of the employing corporation with the
Corporation,  or  as a result of the acquisition by the Corporation, of property
or  stock  of  the  employing  corporation.  The  Corporation  may  direct  that
substitute  options  be  granted  on  such  terms and conditions as the Board of
Directors  considers  appropriate  in  the  circumstances.

     11.     OTHER  EMPLOYEE  BENEFITS.
             -------------------------

     Except  as  to  plans  which  by  their  terms  include  such  amounts  as
compensation,  the  amount  of  any  compensation  deemed  to  be received by an
employee as a result of the exercise of an option or the sale of Shares received
upon such exercise shall not constitute compensation for purposes of determining
such  employee's  benefits  under  any other employee benefit plan or program in
which  the employee is a participant at any time, including, without limitation,
benefits  under  any  bonus,  pension,  profit-sharing, life insurance or salary
continuation  plan,  except as otherwise specifically determined by the Board of
Directors.

     12.      TERMS  AND  CONDITIONS  OF  OPTIONS.
              -----------------------------------

     (a)     Withholding  of Taxes.  As a condition to the exercise, in whole or
             ---------------------
in part, of any Options, the Option Committee may in its sole discretion require
the  Optionee to pay, in addition to the exercise price of the Shares covered by
the  Options  an  amount  equal to any Federal, state or local taxes that may be
required  to  be  withheld  in  connection  with  the  exercise of such Options.
Alternatively,  the  Corporation  may  issue  or transfer the Shares pursuant to
exercise  of  the  Options net of the number of Shares sufficient to satisfy the
withholding tax requirements.  For withholding tax purposes, the Shares shall be
valued  on  the  date  the  withholding obligation is incurred.  In the event an
Optionee  makes  a Code Section 83(b) election in connection with a Nonqualified
Stock  Option  granted under the Plan, the Optionee shall immediately notify the
Corporation  of  such  election.  In  the  case of an Incentive Stock Option, an
Optionee who disposes of Shares acquired pursuant to such Incentive Stock Option
either  (a)  within  two (2) years after the Granting Date or (b) within one (1)
year  after  the  issuance of such Shares to the Optionee upon exercise thereof,
shall  notify  the  Corporation of such disposition and the amount realized upon
such  disposition.

     (b)  No  Rights to Continued Employment or Relationship.  Nothing contained
          --------------------------------------------------
in  the  Plan  or  in  any  Option  Agreement  shall obligate the Corporation to
continue  to  employ or to continue any other relationship with any Optionee for
any  period  or interfere in any way with the right of the Corporation to reduce
such  Optionee's  compensation  or  to terminate the Corporation's employment or
relationship  with  any  Optionee  at  any  time.

                                      -12-
<PAGE>

     (c)  Time  of  Granting  Options.  The  Granting  Date shall be the day the
          ---------------------------
Corporation  executes  the  Option  Agreement;  provided,  however,  that  if
appropriate resolutions of the Option Committee indicate that an Option is to be
granted  as of and on some prior or future date, the Granting Date shall be such
prior  or  future  date.

     (d)  Privileges  of  Stock Ownership.  No Optionee shall be entitled to the
          -------------------------------
privileges of stock ownership as to any Shares not actually issued and delivered
to  such  Optionee.  No  Shares  shall be issued upon the exercise of any Option
unless  and  until,  in the opinion of the Corporation's counsel, all applicable
laws,  rules  and regulations of any governmental or regulatory agencies and any
exchanges  upon  which  stock  of the Corporation may be listed, shall have been
fully  complied  with.

     (e)    Securities  Laws Compliance.  The Corporation will diligently comply
            ---------------------------
with  all  applicable  securities  laws before any Options are granted under the
Plan  and  before any Shares are issued pursuant to the exercise of any Options.
Without  limiting  the  generality of the foregoing, the Corporation may require
from  the  Optionee such investment representation or such agreement, if any, as
counsel  for  the  Corporation  may  consider necessary or advisable in order to
comply  with  the  Securities  Act  as  then in effect, and may require that the
Optionee  agree  that any sale of the Shares will be made only in such manner as
is  permitted  by  the Option Committee.  The Option Committee in its discretion
may  cause the Options and Shares underlying such Options to be registered under
the  Securities  Act by the filing of a Form S-8 Registration Statement covering
the Options and Shares.  The Optionee shall take any action reasonably requested
by  the  Corporation  in  connection  with  registration or qualification of the
Shares  under  federal  and  state  securities  laws.

     (f)     Option  Agreement.  Each  Incentive  Stock  Option and Nonqualified
             -----------------
Stock  Option  granted  under  this  Plan shall be evidenced by a written Option
Agreement executed by the Corporation and the Optionee containing such terms and
conditions  as  are  deemed  desirable  by  the  Option  Committee  and  are not
inconsistent  with  the  purpose  of  the  Plan  as  set  forth  in  Section  1.

13.     RESTRICTED  SHARES.
        ------------------

     (a)  In  General.  The  Option  Committee  may, in its discretion, issue
          -----------
restricted Shares upon the exercise of any Options granted under the Plan.  Such
restricted Shares shall be subject to such vesting requirements and restrictions
on  transferability  as  may  be  determined  by  the  Option  Committee.

     (b)  Legend.  All  stock  certificates issued with respect to restricted
          ------
Shares  shall bear an appropriate legend referring to the terms, conditions, and
restrictions  applicable  to  such  Shares.

                                      -13-
<PAGE>
     (c)  Rights  Appurtenant  to Restricted Shares.  The issuance of restricted
          -----------------------------------------
Shares  shall  not  affect  the  rights  of the Optionee as a stockholder of the
Corporation  including, but not limited to the right to receive dividends on and
to  vote  with  respect to such restricted Shares, except that additional shares
issued  with  respect to restricted Shares including, but not limited to, stock
dividends  or  stock  splits or any securities issued in exchange for restricted
Shares  shall  be  subject  to  the  same  restrictions as are applicable to the
restricted  Shares.

14.     PLAN  AMENDMENT  AND  TERMINATION.
        ---------------------------------

     (a)     Authority of Option Committee.  In addition to the authority of the
             -----------------------------
Option  Committee  set  forth in Section 5, the Option Committee may at any time
discontinue  granting  Options  under  the  Plan  or otherwise suspend, amend or
terminate  the  Plan  and  may,  with  the  consent  of  an  Optionee, make such
modification  of  the  terms and conditions of Options theretofore granted as it
shall  deem  advisable.  Any  amendment  or  modification  made  pursuant to the
provisions  of this Section shall be effective immediately upon adoption, unless
otherwise  provided  therein, subject to approval thereof (i) within twelve (12)
months  before  or after the effective date of such amendment or modification by
stockholders  of  the  Corporation  holding not less than a majority vote of the
voting  power  of  the  Corporation  voting in person or by proxy at a duly held
stockholders  meeting  when  required to maintain or satisfy the requirements of
Code Section 422 with respect to Incentive Stock Options, or Code Section 162(m)
with  respect  to  performance-based  compensation,  (ii)  by  any  appropriate
governmental  agency if required, or (iii) by a securities exchange or automated
quotation system if required.  No Option may be granted during any suspension or
after  termination  of  the  Plan.

     (a)  Ten  (10)  Year  Maximum  Term.  Unless  previously  terminated by the
          ------------------------------
Option  Committee,  this Plan shall terminate on the tenth (10th) anniversary of
the  Effective  Date.  No  Options  shall  be granted under the Plan thereafter.

     (b)  Effect  on  Options  Granted.  Any  amendment,  suspension  or
          ----------------------------
termination of the Plan shall not, without the consent of the Optionee, alter or
impair  any  rights  or  obligations  under  any  Option  theretofore  granted.

        15.        EFFECTIVE  DATE  OF  PLAN.
                   -------------------------

          The  Plan  shall be effective upon the approval of the Board of
Directors of the Corporation  (the  "Effective  Date").
                                     ---------------

        16.        MISCELLANEOUS  PROVISIONS.
                   -------------------------

     (a)     Limitation  on Benefits.  No Option may be exercised, to the extent
             -----------------------
such  exercise  will  create an "excess parachute payment" as defined in Section
280G  of  the  Code.

                                      -14-
<PAGE>

     (b)     Exculpation  and  Indemnification.  The Corporation shall indemnify
             ---------------------------------
and hold harmless the Option Committee from and against any and all liabilities,
costs  and expenses incurred by such persons as a result of any act, or omission
to  act,  in  connection  with  the  performance  of  such  persons'  duties,
responsibilities  and  obligations  under the Plan, other than such liabilities,
costs  and  expenses  as  may  result  from gross negligence, bad faith, willful
conduct  and/or  criminal  acts  of  such  persons.

     (c)     Use  of Proceeds.  The proceeds from the exercise of Shares granted
             ----------------
under  the  Plan  shall  constitute  and  be  considered as general funds of the
Corporation  which  may be used for any and all corporate purposes as determined
by  the  Board  of  Directors.

     (d)     Compliance  with Applicable Laws.  The inability of the Corporation
             --------------------------------
to  obtain from any regulatory body having jurisdiction, the authority deemed by
the Corporation's counsel to be necessary to the lawful issuance and sale of any
Shares  upon  the  exercise  of  an  Option shall relieve the Corporation of any
liability  in  respect  of  the  non-issuance or sale of such Shares as to which
requisite  authority  shall  not  have  been  obtained.

     (e)     Non-Uniform  Determinations.  The  Option Committee's determination
             ---------------------------
under  the  Plan  (including without limitation determinations of the persons to
receive  Options,  the  form,  amount  and timing of such Options, the terms and
provisions  of  such Options and the Option Agreements evidencing same) need not
be  uniform  and may be made by it selectively among persons who receive, or are
eligible  to  receive,  Options  under the Plan, whether or not such persons are
similarly  situated.

                                      -15-