Exhibit 10.12

                          WHITE ROCK ENTERPRISES, LTD.
                                STOCK OPTION PLAN


1.   Purpose of the Plan.

     This Plan shall be known as the "White Rock Enterprises,  Ltd. Stock Option
Plan" and is  hereinafter  referred to as the "Plan." The purpose of the Plan is
to aid in maintaining and developing  individuals capable of assuring the future
success of White  Rock  Enterprises,  Ltd.  (a Nevada  corporation),  d/b/a ISES
Corporation (the "Company"),  to offer such individuals additional incentives to
put forth maximum efforts for the success of the Company,  and to afford them an
opportunity  to acquire a  proprietary  interest  in the Company  through  stock
options  as  provided  herein.  Options  granted  under  this Plan may be either
incentive  stock  options  ("Incentive  Stock  Options")  within the  meaning of
section 422 of the Internal  Revenue Code of 1986, as amended (the  "Code"),  or
options which do not qualify as Incentive  Stock Options  ("Non-Statutory  Stock
Options").

2.   Stock Subject to the Plan.

     Except as may be  provided by section 12, the Shares of stock to be subject
to options  under the Plan shall be Shares of the  Company's  authorized  common
stock  ("Shares").  Such Shares may be either authorized but unissued Shares, or
issued  Shares  which  have  been  reacquired  by the  Company.  Subject  to any
adjustment  as provided  in section  12, the  maximum  number of Shares on which
options  may be  exercised  under  this Plan shall be Five  Million  (5,000,000)
Shares. If an option under the Plan expires,  or for any reason is terminated or
unexercised with respect to any Shares, such Shares shall again be available for
options thereafter granted during the term of the Plan.

3.   Administration of the Plan.

     (a) The Plan shall be administered by the Board of Directors of the Company
or a special  committee of three or more directors of the Company.  If a special
committee  is to be  used,  the  members  of such  special  committee  shall  be
appointed  by and serve at the  pleasure  of the Board of  Directors.  The group
administering the Plan shall be referred to herein as the "Committee."

     (b) The  Committee  shall have  plenary  authority in its  discretion,  but
subject to the express  provisions  of this Plan,  (i) to determine the purchase
price of the Shares covered by each option, (ii) to determine the individuals to
whom and the time or times at which such options shall be granted and the number
of Shares to be subject to each option, (iii) to determine the terms of exercise
of each  option,  (iv) to  accelerate  the time at  which  all or any part of an
option may be exercised, (v) to amend or modify the terms of any option with the
consent of the optionee,  (vi) to interpret the Plan, (vii) to prescribe,  amend
and rescind rules and regulations  relating to the Plan, (viii) to determine the
terms and provisions of each option agreement under this Plan (which  agreements
need not be identical),  including the designation of those options  intended to
be Incentive Stock Options, and (ix) to make all other determinations  necessary
or  advisable  for the  administration  of the Plan,  subject  to the  exclusive
authority of the Board of Directors  under  section 13 to amend or terminate the
Plan. The Committee's  determinations on the foregoing matters, unless otherwise
disapproved  by the  Board of  Directors  of the  Company,  shall  be final  and
conclusive.


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     (c) The  Committee  shall  select one of its members as its Chair and shall
hold its  meetings at such times and places as it may  determine.  A majority of
its members shall constitute a quorum. All determinations of the Committee shall
be  made  by  not  less  than  a  majority  of  its  members.  Any  decision  or
determination  reduced  to  writing  and  signed  by all of the  members  of the
Committee  shall be fully effective as if it had been made by a majority vote at
a meeting duly called and held.  The granting of an option  pursuant to the Plan
shall be effective only if a written agreement shall have been duly executed and
delivered by and on behalf of the Company and the  individual to whom such right
is granted.  The  Committee  may appoint a Secretary and may make such rules and
regulations for the conduct of its business as it shall deem advisable.

4.   Eligibility.

     Options may be granted  under this Plan to employees  and  directors of the
Company and to consultants and other independent  contractors rendering services
to the  Company.  Incentive  Stock  Options  may only be  granted to any full or
part-time  employee (which term as used herein includes,  but is not limited to,
officers and  directors who are also  employees) of the Company.  Members of the
Board of  Directors  of the  Company who are not also  employees  of the Company
("Non-Employee  Directors")  and  consultants or other  independent  contractors
shall only be eligible  to receive  options  which do not  qualify as  Incentive
Stock Options.  Except as provided below with respect to Non-Employee  Directors
of the Company,  the Committee shall determine the persons to whom options shall
be  granted  and the  number of Shares  subject  to each  option.  In making its
determinations,  the  Committee  may take into  account  the nature of  services
rendered by any individual, the individual's present and potential contributions
to the  success of the Company and such other  factors as the  Committee  in its
discretion  shall deem  relevant.  Any  individual  (other  than a  Non-Employee
Director)  who has been  granted  an  option  under the Plan may be  granted  an
additional option or options under the Plan if the Committee shall so determine;
provided,   however,  that  to  the  extent  the  aggregate  fair  market  value
(determined  at the time the  Incentive  Stock  Option is granted) of the Shares
with respect to which all Incentive  Stock Options are exercisable for the first
time by an  employee  during any  calendar  year (under all plans  described  in
section 422 of the Code of such employee's  employer  corporation and its parent
and subsidiary  corporations  described in section 424(e) or 424(f) of the Code)
exceeds  $100,000  such options shall be treated as options which do not qualify
as Incentive  Stock Options.  Incentive  Stock Options must be granted within 10
years from the date the Plan is adopted by the Company's Board of Directors.

5.   Price.

         Except as provided in section 10 for 10% shareholders, the option price
for all Incentive  Stock  Options  granted under the Plan shall be determined by
the Committee but shall not be less than 100% of the fair market value of Shares
at the date of granting of such option. The option price for Non-Statutory Stock
Options granted under the Plan shall also be determined by the Committee  except
that, unless otherwise provided herein, the option price for all options granted
to  Non-Employee  Directors  shall be 100% of the fair market value of Shares at
the date of grant.  For purposes of the  preceding  sentences  and for all other
valuation  purposes under the Plan, the fair market value of the Shares shall be
as reasonably determined by the Committee. If on the date of grant of any option
granted under the Plan, the Shares are not publicly traded,  the Committee shall

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<PAGE>

make a good faith  attempt  to satisfy  the  option  price  requirement  of this
section  5 and in  connection  therewith  shall  take  such  action  as it deems
necessary or advisable.

6.   Term.

     Except as provided in section 10 for 10% shareholders,  each option and all
rights and obligations thereunder shall, subject to the provisions of section 9,
expire on the date  determined  by the  Committee  and  specified  in the option
agreement;  provided,  however,  options  granted  Non-Employee  Directors shall
expire ten (10) years from the date of grant.  The  Committee  shall be under no
duty to provide terms of like duration for options  granted under the Plan,  but
the term of any option may not extend  more than ten (10) years from the date of
granting of such option.

7.   Exercise of Option.

     (a) The  Committee  shall have full and complete  authority  to  determine,
subject to section 9, whether options  granted to any  individual,  other than a
Non-Employee  Director,  will be exercisable in full at any time or from time to
time during the term of the option,  and to provide for the exercise  thereof in
such  installments,  upon the occurrence of such events and at such times during
the term of the option as the Committee may determine.

     (b) The exercise of any option granted hereunder shall only be effective at
such time as the sale of Shares  pursuant to such  exercise will not violate any
state or federal securities or other laws.

     (c) An optionee electing to exercise an option shall give written notice to
the  Company  of such  election  and of the  number  of Shares  subject  to such
exercise.  The full  purchase  price of such Shares shall be tendered  with such
notice of  exercise.  Payment  shall be made to the  Company  either (i) in cash
(including  check,  bank draft or money  order),  or, at the  discretion  of the
Committee,  (ii) by  delivering  certificates  for Shares  already  owned by the
optionee  having a fair  market  value equal to the full  purchase  price of the
Shares,  (iii) by  authorizing  the Company to withdraw whole Shares which would
otherwise be delivered  upon  exercise of the option having a fair market value,
determined  as of the date of exercise,  equal to the aggregate  purchase  price
payable by reason of such exercise or (iv) a combination of (i), (ii) and (iii).
The Committee shall have sole  discretion to disapprove of an election  pursuant
to any of clauses  (ii) - (iv) and in the case of an optionee  who is subject to
Section 16 of the Securities  Exchange Act of 1934, as amended,  the Company may
require that the method of marking such payment be in compliance with Section 16
and the rules and  regulations  issued  thereunder.  Until the optionee has been
issued a certificate  or  certificates  for the Shares subject to such exercise,
the  optionee  shall  possess no rights as a  stockholder  with  respect to such
Shares.

8.   Restrictions on Transferability.

     All Shares  acquired  upon  exercise of the options  granted under the Plan
shall be subject to any restrictions,  including  restrictions on transfer,  set
out in the By-Laws of the Company.  In addition,  the Committee  shall have full
and  complete  authority  to  determine  whether  all or any part of the  Shares
acquired  upon  exercise of any of the options  granted  under the Plan shall be
subject to


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<PAGE>

any other restrictions on the transferability  thereof or any other restrictions
affecting in any manner the optionee's rights with respect thereto, but any such
restriction  determined  by the  Committee  shall be included  in the  agreement
relating to such options.

9.   Effect of Termination of Service or Death.

     (a) In the event that an optionee  shall  separate  from  service  with the
Company for any reason  other than  serious  misconduct  as described in section
9(b) or death or disability as described in section  9(c),  such optionee  shall
have the right to exercise an option at any time within  three months after such
separation  from service to the extent of the full number of Shares the optionee
was entitled to purchase under the option on the date of separation,  subject to
the condition  that no option shall be  exercisable  after the expiration of the
term of the option.

     (b) In the event that an optionee  shall  separate  from  service  with the
Company by reason of the optionee's  serious misconduct during the course of the
optionee's term of service, including, but not limited to wrongful appropriation
of funds from the Company,  improper use or disclosure of Company's confidential
information, or the commission of a gross misdemeanor or felony, any option held
by optionee shall be terminated as of the date of the misconduct.

     (c) If an optionee  shall die prior to  separation  from  service  with the
Company or within  three  months  after  separation  from service for any reason
other than  serious  misconduct,  or if the  optionee's  service  is  terminated
because  optionee  has become  disabled  (within  the  meaning  of Code  section
22(e)(3))  prior to  separation  from service with the Company and such optionee
shall not have fully  exercised  an option,  such option may be exercised at any
time  within  twelve  months  after  the  optionee's  death  or the date of such
disability by the optionee or the personal  representatives of the optionee,  as
applicable,  or by any person or persons  to whom the option is  transferred  by
will or the applicable  laws of descent and  distribution,  to the extent of the
full number of Shares the optionee was entitled to purchase  under the option on
the date of death (or  termination  of service,  if earlier)  and subject to the
condition that no option shall be  exercisable  after the expiration of the term
of the option.

10.  Ten Percent Shareholder Rule.

     Notwithstanding  any other  provision in the Plan, if at the time an option
is otherwise to be granted  pursuant to the Plan the optionee  owns  directly or
indirectly  (within the meaning of Code  section  424(d))  Shares of the Company
possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company or its parent or subsidiary corporations (within
the meaning of Code sections 424(e) or 424(f)), if any, then any Incentive Stock
Option to be granted to such  optionee  pursuant  to the Plan shall  satisfy the
requirements  of section  422(c)(5)  of the Code,  the option price shall be not
less than 110% of the fair market value of the Shares  determined as provided in
section  5, and such  option by its terms  shall  not be  exercisable  after the
expiration of five (5) years from the date such option is granted.



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11.  Non-Transferability.

     No option  granted  under the Plan shall be  transferable  by an  optionee,
otherwise  than by will or the laws of descent or  distribution  as  provided in
section 9(c). During the lifetime of an optionee the option shall be exercisable
only by such optionee, except that a duly authorized personal representative may
exercise on behalf of a disabled optionee.

12.  Dilution or Other Adjustments.

     If there shall be any change in the Shares through  merger,  consolidation,
reorganization,  recapitalization,  stock dividend (of whatever  amount),  stock
split or other  change  in  corporate  structure,  the  Committee  may make such
adjustments in the Plan and outstanding  options as it, in its sole  discretion,
deems  appropriate.  In the event of any such changes,  adjustments may include,
where appropriate, changes in the aggregate number of Shares subject to the Plan
and the number of Shares and the price per share subject to outstanding options,
in order to prevent dilution or enlargement of option rights.

13.  Amendment or Discontinuance of Plan.

     The  Board of  Directors  may  amend or  discontinue  the Plan at any time.
However,  no  amendment of the Plan shall,  without  stockholder  approval:  (i)
increase  the maximum  number of Shares under the Plan as provided in section 2,
(ii) decrease the minimum  option price  provided in section 5, (iii) extend the
maximum option term under section 6, or (iv)  materially  modify the eligibility
requirements  for  participation  in the Plan. The Board of Directors  shall not
alter or impair any rights or obligations  under any option  previously  granted
under the Plan without the consent of the holder of the option.

14.  Agreement.

     Each award under this Plan shall be evidenced by an Agreement setting forth
the terms and conditions applicable to such award. No award shall be valid until
an  agreement  is executed by the Company and the  recipient  of such award and,
upon execution by each party and delivery of the Agreement to the Company,  such
award shall be effective as of the effective date set forth in the agreement.

15.  No Guaranty of Continued Service.

     Nothing  in the Plan or in any  agreement  thereunder  shall  confer on any
employee,  director,  independent contractor or consultant any right to continue
in service to the Company or affect, in any way, the right of the Company or its
shareholders  to terminate  the service of any employee,  director,  independent
contractor or consultant at any time.


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16.  Tax Withholding.

     The Company shall have the right to require,  prior to issuance or delivery
of any Shares, payment by the holder of such shares of any Federal, state, local
or other taxes which may be required to be withheld or paid in  connection  with
such issuance or delivery of my Shares.

17.  Effective Date and Termination of Plan.

     (a) The Plan was  approved by the Board of  Directors on March 15, 2000 and
shall be effective as of that date  provided it is approved by the  shareholders
of the Company within twelve (12) months thereof.

     (b) Unless the Plan shall have been discontinued as provided in section 13,
the Plan shall  terminate  March 15, 2010.  No option may be granted  after such
termination,  but termination of the Plan shall not,  without the consent of the
optionee, alter or impair any rights or obligations under any option theretofore
granted.



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