ANZA CAPITAL, INC.
                          2003 OMNIBUS SECURITIES PLAN
                          ----------------------------

<PAGE>

                                TABLE OF CONTENTS
                                -----------------
                                                                            Page
                                                                            ----
SECTION  1.  PURPOSE.                                                          1

SECTION  2.  DEFINITIONS.                                                      1
(a)     "Award"                                                                1
(b)     "Board  of  Directors"                                                 1
(c)     "Change  in  Control"                                                  1
(d)     "Code"                                                                 1
(e)     "Committee"                                                            1
(f)     "Common-Law  Employee"                                                 1
(g)     "Company"                                                              2
(h)     "Employee"                                                             2
(i)     "Exchange  Act"                                                        2
(j)     "Exercise  Price"                                                      2
(k)     "Fair  Market  Value"                                                  2
(l)     "Incentive  Stock  Option"  or  "ISO"                                  2
(m)     "Nonstatutory  Option"  or  "NSO"                                      2
(n)     "Offeree"                                                              2
(o)     "Option"                                                               3
(p)     "Optionee"                                                             3
(q)     "Outside  Director"                                                    3
(r)     "Participant"                                                          3
(s)     "Plan"                                                                 3
(t)     "Plan  Year"                                                           3
(u)     "Purchase  Price"                                                      3
(v)     "Restricted  Share"                                                    3
(w)     "Service"                                                              3
(x)     "Share"                                                                3
(y)     "Stock"                                                                3
(z)     "Stock  Award  Agreement"                                              3
(aa)    "Stock  Option  Agreement"                                             3
(bb)    "Stock  Purchase  Agreement"                                           3
(cc)    "Subsidiary"                                                           3
(dd)    "Total  and  Permanent  Disability"                                    3
(ee)    "W-2  Payroll"                                                         3

SECTION  3.  ADMINISTRATION.                                                   4
(a)     Committee  Membership                                                  4
(b)     Committee  Procedures                                                  4
(c)     Committee  Responsibilities                                            4
(d)     Committee  Liability                                                   4
(e)     Financial  Reports                                                     4

SECTION  4.  ELIGIBILITY.                                                      4
(a)     General  Rule                                                          4
(b)     Ten-Percent  Shareholders                                              4

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(c)     Attribution  Rules                                                     5
(d)     Outstanding  Stock                                                     5

SECTION  5.  STOCK  SUBJECT  TO  PLAN.                                         5
(a)     Basic  Limitation                                                      5
(b)     Additional  Shares                                                     5

SECTION  6.  TERMS  AND  CONDITIONS  OF  AWARDS  OR  SALES.                    5
(a)     Stock  Purchase  Agreement                                             5
(b)     Duration  of  Offers                                                   6
(c)     Purchase  Price                                                        6
(d)     Payment  for  Shares                                                   6
(e)     Exercise  of  Awards  on  Termination  of  Service                     6

SECTION  7.  ADDITIONAL  TERMS  AND  CONDITIONS  OF  RESTRICTED                6
(a)     Form  and  Amount  of  Award                                           6
(b)     Exercisability                                                         7
(c)     Effect  of  Change  in  Control                                        7
(d)     Voting  Rights                                                         7

SECTION  8.  TERMS  AND  CONDITIONS  OF  OPTIONS.                              7
(a)     Stock  Option  Agreement                                               7
(b)     Number  of  Shares                                                     7
(c)     Exercise  Price                                                        7
(d)     Exercisability                                                         7
(e)     Effect  of  Change  in  Control                                        7
(f)     Term                                                                   8
(g)     Exercise  of  Options  on  Termination  of  Service                    8
(h)     Payment  of  Option  Shares                                            8
(i)     No  Rights  as  a  Shareholder                                         8
(j)     Modification,  Extension  and  Assumption  of  Options                 8

SECTION  9.  ADJUSTMENT  OF  SHARES.                                           9
(a)     General                                                                9
(b)     Reorganizations                                                        9
(c)     Reservation  of  Rights                                                9

SECTION  10.  WITHHOLDING  TAXES.                                              9
(a)     General                                                                9
(b)     Share  Withholding                                                     9
(c)     Cashless  Exercise/Pledge                                              9
(d)     Other  Forms  of  Payment                                              9

SECTION  11.  ASSIGNMENT  OR  TRANSFER  OF  AWARDS.                           10
(a)     General                                                               10
(b)     Trusts                                                                10

<PAGE>

SECTION  12.  LEGAL  REQUIREMENTS.                                            10

SECTION  13.  NO  EMPLOYMENT  RIGHTS.                                         10

SECTION  14.  DURATION  AND  AMENDMENTS.                                      10
(a)     Term  of  the  Plan                                                   10
(b)     Right  to  Amend  or  Terminate  the  Plan                            10
(c)     Effect  of  Amendment  or  Termination                                11

<PAGE>
                               ANZA CAPITAL, INC.
                               ------------------
                           2003 OMNIBUS SECURITES PLAN
                           ---------------------------

SECTION  1.  PURPOSE.
--------------------

     The  purpose of the Anza Capital, Inc. 2003 Securities Plan (the "Plan") is
to offer selected employees, directors and consultants an opportunity to acquire
a  proprietary  interest  in  the  success  of  the Company, or to increase such
interest,  to  encourage  such  selected  persons to remain in the employ of the
Company, and to attract new employees with outstanding qualifications.  The Plan
seeks  to achieve this purpose by providing for Awards in the form of Restricted
Shares and Options (which may constitute Incentive Stock Options or Nonstatutory
Stock  Options)  as  well as the direct award or sale of Shares of the Company's
Common  Stock.  Awards  may  be granted under this Plan in reliance upon federal
and  state  securities  law  exemptions.

SECTION  2.  DEFINITIONS.
------------------------
     (a)  "Award"  shall  mean any award of an Option, Restricted Share or other
right  under  the  Plan.

     (b)  "Board of Directors" shall mean the Board of Directors of the Company,
as  constituted  from  time  to  time.

     (c)  "Change  in  Control"  shall  mean:

          (i) The consummation of a merger, consolidation, sale of the Company's
     stock, or other reorganization of the Company (other than a reincorporation
     of  the  Company),  if after giving effect to such merger, consolidation or
     other  reorganization  of  the  Company,  the  stockholders  of the Company
     immediately  prior to such merger, consolidation or other reorganization do
     not represent a majority interest of the holders of voting securities (on a
     fully  diluted  basis) with the ordinary voting power to elect directors of
     the surviving or resulting entity after such merger, consolidation or other
     reorganization;  or

          (ii) The sale of all or substantially all of the assets of the Company
     to  a  third  party  who  is  not  an  affiliate  of  the  Company.

          (iii)  The term Change in Control shall not include: (a) a transaction
     the  sole  purpose  of  which  is  to  change  the  state  of the Company's
     incorporation,  or  (b)  the  Company's  initial  public  offering.

     (d)  "Code"  shall  mean  the  Internal  Revenue  Code of 1986, as amended.

     (e)  "Committee"  shall mean a committee of the Board of Directors which is
authorized  to  administer  the  Plan  under  Section  3.

     (f) "Common-Law Employee" shall mean an individual paid from W-2 Payroll of
the  Company or a Subsidiary. If, during any period, the Company (or Subsidiary,
as  applicable)  has not treated an individual as a Common-Law Employee and, for
that  reason,  has  not  paid  such  individual in a manner which results in the
issuance  of a Form W-2 and withheld taxes with respect to him or her, then that
individual  shall  not  be  an  eligible  Employee  for that period, even if any
person,  court  of law or government agency determines, retroactively, that that
individual  is  or  was  a Common-Law Employee during all or any portion of that
period.

<PAGE>

     (g)  "Company"  shall  mean  Anza  Capital,  Inc.,  an  Nevada corporation.

     (h)  "Employee"  shall mean (i) any individual who is a Common-Law Employee
of  the  Company  or  of  a Subsidiary, (ii) a member of the Board of Directors,
including  (without limitation) an Outside Director, or an affiliate of a member
of  the  Board  of  Directors,  (iii)  a  member  of the board of directors of a
Subsidiary,  or  (iv)  an  independent  contractor who performs services for the
Company or a Subsidiary. Service as a member of the Board of Directors, a member
of  the board of directors of a Subsidiary or an independent contractor shall be
considered employment for all purposes of the Plan except the second sentence of
Section  4(a).

     (i)  "Exchange  Act"  means  the  Securities  and  Exchange Act of 1934, as
amended.

     (j)  "Exercise  Price"  shall  mean  the  amount for which one Share may be
purchased  upon  exercise  of  an  Option,  as specified by the Committee in the
applicable  Stock  Option  Agreement.

     (k) "Fair Market Value" means the market price of Shares, determined by the
Committee  as  follows:

          (i) If the Shares were traded over-the-counter on the date in question
     but  were  not  traded  on  the  Nasdaq Stock Market or the Nasdaq National
     Market  System,  then  the  Fair  Market  Value  shall be equal to the mean
     between  the  last  reported representative bid and asked prices quoted for
     such date by the principal automated inter-dealer quotation system on which
     the  Shares are quoted or, if the Shares are not quoted on any such system,
     by  the  "Pink  Sheets"  published  by the National Quotation Bureau, Inc.;

          (ii)  If  the  Shares  were  traded  over-the-counter  on  the date in
     question  and were traded on the Nasdaq Stock Market or the Nasdaq National
     Market System, then the Fair Market  Value  shall  be  equal  to  the last-
     transaction  price  quoted  for  such  date  by  the Nasdaq Stock Market or
     the  Nasdaq  National  Market;

          (iii)  If  the  Shares  were traded on a stock exchange on the date in
     question,  then  the  Fair Market Value shall be equal to the closing price
     reported by the applicable composite transactions report for such date; and

          (iv)  If none of the foregoing provisions is applicable, then the Fair
     Market  Value  shall  be  determined by the Committee in good faith on such
     basis  as  it  deems  appropriate.

     In all cases, the determination of Fair Market Value by the Committee shall
be  conclusive  and  binding  on  all  persons.

     (l)  "Incentive  Stock  Option"  or  "ISO" shall mean an employee incentive
stock  option  described  in  Code  section  422(b).

     (m) "Nonstatutory Option" or "NSO" shall mean an employee stock option that
is  not  an  ISO.

     (n)  "Offeree"  shall  mean an individual to whom the Committee has offered
the  right  to  acquire  Shares  under  the Plan (other than upon exercise of an
Option).

<PAGE>

     (o)  "Option"  shall  mean an Incentive Stock Option or Nonstatutory Option
granted  under  the  Plan  and  entitling  the  holder  to  purchase  Shares.

     (p)  "Optionee"  shall  mean  an  individual or estate who holds an Option.

     (q)  "Outside  Director"  shall  mean  a  member  of the Board who is not a
Common-Law  Employee  of  the  Company  or  a  Subsidiary.

     (r)  "Participant"  shall  mean an individual or estate who holds an Award.

     (s)  "Plan"  shall  mean this 2003 Omnibus Securities Plan of Anza Capital,
Inc.

     (t)  "Plan Year" shall mean any twelve (12) month period (or shorter period
during  the  final  year  of this Plan) commencing May 1 during the term of this
Plan.

     (u)  "Purchase  Price" shall mean the consideration for which one Share may
be acquired under the Plan (other than upon exercise of an Option), as specified
by  the  Committee.

     (v)  "Restricted  Share"  shall mean a Share sold or granted to an eligible
Employee  which is nontransferable and subject to substantial risk of forfeiture
until  restrictions  lapse.

     (w)  "Service"  shall  mean  service  as  an  Employee.

     (x)  "Share"  shall mean one share of Stock, as adjusted in accordance with
Section  9  (if  applicable).

     (y)  "Stock"  shall  mean  the  common  stock  of  the  Company.

     (z)  "Stock  Award  Agreement" shall mean the agreement between the Company
and the recipient of a Restricted Share which contains the terms, conditions and
restrictions  pertaining  to  such  Restricted  Share.

     (aa)  "Stock Option Agreement" shall mean the agreement between the Company
and an Optionee which contains the terms, conditions and restrictions pertaining
to  his  or  her  Option.

     (bb)  "Stock  Purchase  Agreement"  shall  mean  the  agreement between the
Company  and  an  Offeree  who acquires Shares under the Plan which contains the
terms, conditions and restrictions pertaining to the acquisition of such Shares.

     (cc)  "Subsidiary"  means  any  corporation  (other than the Company) in an
unbroken  chain  of  corporations  beginning  with  the  Company, 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. A corporation that attains
the  status  of  a  Subsidiary on a date after the adoption of the Plan shall be
considered  a  Subsidiary  commencing  as  of  such  date.

     (dd)  "Total and Permanent Disability" means that the Optionee is unable to
engage  in  any  substantial  gainful  activity  by  reason  of  any  medically
determinable  physical  or  mental  impairment.

<PAGE>

     (ee)  "W-2  Payroll" means whatever mechanism or procedure that the Company
or  a Subsidiary utilizes to pay any individual which results in the issuance of
Form  W-2  to  the  individual.  "W-2 Payroll" does not include any mechanism or
procedure  which results in the issuance of any form other than a Form W-2 to an
individual,  including, but not limited to, any Form 1099 which may be issued to
an  independent  contractor,  an  agency  employee  or  a  consultant. Whether a
mechanism  or  procedure qualifies as a "W-2 Payroll" shall be determined in the
absolute  discretion  of  the  Company  (or  Subsidiary, as applicable), and the
Company  or  Subsidiary  determination  shall  be  conclusive and binding on all
persons.

SECTION  3.  ADMINISTRATION.
---------------------------
     (a)     Committee  Membership
             ---------------------
     The  Plan  shall  be  administered  by  the  Compensation  Committee  (the
"Committee")  appointed  by the Company's Board of Directors and comprised of at
least  two  or  more  Outside  Directors  (although  Committee  functions may be
delegated  to  officers  to  the extent the awards relate to persons who are not
subject  to the reporting requirements of Section 16 of the Exchange Act). If no
Committee  has  been appointed, the entire Board shall constitute the Committee.

     (b)     Committee  Procedures
             ---------------------
     The  Board of Directors shall designate one of the members of the Committee
as  chairperson.  The Committee may hold meetings at such times and places as it
shall  determine.  The  acts  of  a majority of the Committee members present at
meetings  at which a quorum exists, or acts reduced to or approved in writing by
all  Committee  members,  shall  be  valid  acts  of  the  Committee.

     (c)     Committee  Responsibilities
             ---------------------------
     The  Committee  has  and  may  exercise  such power and authority as may be
necessary  or  appropriate  for  the  Committee  to  carry  out its functions as
described  in  the  Plan.  The  Committee  has  authority  in  its discretion to
determine eligible Employees to whom, and the time or times at which, Awards may
be  granted  and  the  number  of  Shares  subject to each Award. Subject to the
express  provisions  of  the  respective  Award  agreements  (which  need not be
identical)  and to make all other determinations necessary or advisable for Plan
administration,  the  Committee  has  authority to prescribe, amend, and rescind
rules and regulations relating to the Plan. All interpretations, determinations,
and  actions  by  the  Committee will be final, conclusive, and binding upon all
persons.

     (d)     Committee  Liability
             --------------------
     No  member  of  the Board or the Committee will be liable for any action or
determination  made  in  good faith by the Committee with respect to the Plan or
any  Award  made  under  the  Plan.

     (e)     Financial  Reports
             ------------------
     To the extent required by applicable law, and not less often than annually,
the  Company  shall  furnish  to  Offerees,  Optionees and Shareholders who have
received Stock under the Plan its financial statements including a balance sheet
regarding  the  Company's  financial condition and results of operations, unless
such  Offerees,  Optionees  or  Shareholders  have  duties with the Company that
assure them access to equivalent information. Such financial statements need not
be  audited.

SECTION  4.  ELIGIBILITY.
------------------------
     (a)     General  Rule
             -------------
     Only  Employees  shall  be  eligible for designation as Participants by the
Committee.  In  addition,  only  individuals  who  are  employed  as  Common-Law
Employees  by  the  Company  or  a Subsidiary shall be eligible for the grant of
ISOs.

     (b)     Ten-Percent  Shareholders
             -------------------------
     An  Employee  who  owns  more  than ten percent (10%) of the total combined
voting  power  of  all classes of outstanding stock of the Company or any of its
Subsidiaries  shall  not  be  eligible for designation as an Offeree or Optionee
unless  (i)  the  Exercise Price for an ISO (and a NSO to the extent required by
applicable  law)  is  at least one hundred ten percent (110%) of the Fair Market
Value  of  a Share on the date of grant, (ii) if required by applicable law, the
Purchase  Price  of  Shares  is  at least one hundred percent (100%) of the Fair
Market  Value  of a Share on the date of grant, and (iii) in the case of an ISO,
such ISO by its terms is not exercisable after the expiration of five years from
the  date  of  grant.

<PAGE>

     (c)     Attribution  Rules
             ------------------
     For  purposes  of  Subsection (b) above, in determining stock ownership, an
Employee  shall  be deemed to own the stock owned, directly or indirectly, by or
for  his  brothers,  sisters,  spouse,  ancestors  and lineal descendants. Stock
owned,  directly  or indirectly, by or for a corporation, partnership, estate or
trust  shall  be  deemed to be owned proportionately by or for its shareholders,
partners  or  beneficiaries.  Stock with respect to which such Employee holds an
Option  shall  not  be  counted.

     (d)     Outstanding  Stock
             ------------------
     For purposes of Subsection (b) above, "outstanding stock" shall include all
stock  actually issued and outstanding immediately after the grant. "Outstanding
Stock"  shall  not  include  shares  authorized  for  issuance under outstanding
Options  held  by  the  Employee  or  by  any  other  person.

SECTION  5.  STOCK  SUBJECT  TO  PLAN.
-------------------------------------
     (a)     Basic  Limitation
             -----------------
     Shares  offered  under  the  Plan  shall be authorized but unissued Shares.
Subject to Sections 5(b) and 9 of the Plan, the aggregate number of Shares which
may be issued or transferred as common stock pursuant to an Award under the Plan
shall  not exceed the following amounts of the shares of Authorized Common Stock
of  the  Company:

                 Plan Year                            Available Shares
                 ---------                            ----------------

     May 1, 2003 through April 30, 2004                    750,000

     Each subsequent Plan Year beginning      10% of outstanding stock on April
     May  1, 2004                             30 of the year preceding each such
                                              such  Plan  Year

     In  any  event,  the  number of Shares which are subject to Awards or other
rights  outstanding  at  any  time under the Plan shall not exceed the number of
Shares  which  then  remain available for issuance under the Plan.  The Company,
during  the  term  of  the  Plan,  shall at all times reserve and keep available
sufficient  Shares  to  satisfy  the  requirements  of  the  Plan.

     (b)     Additional  Shares
             ------------------
     In  the  event  that  any  outstanding Option or other right for any reason
expires  or  is  canceled  or  otherwise terminated, the Shares allocable to the
unexercised  portion  of such Option or other right shall again be available for
the  purposes  of  the  Plan.  If  a  Restricted  Share  is forfeited before any
dividends  have  been  paid  with  respect  to  such Restricted Share, then such
Restricted  Share  shall  again  become  available  for  award  under  the Plan.

SECTION  6.  TERMS  AND  CONDITIONS  OF  AWARDS  OR  SALES.
----------------------------------------------------------
     (a)     Stock  Purchase  Agreement
             --------------------------
     Each award or sale of Shares under the Plan (other than upon exercise of an
Option) shall be evidenced by a Stock Purchase Agreement between the Offeree and
the  Company.  Such  award  or sale shall be subject to all applicable terms and
conditions  of  the  Plan  and  may be subject to any other terms and conditions
which  are  not  inconsistent  with  the  Plan  and  which  the  Committee deems
appropriate  for  inclusion in a Stock Purchase Agreement. The provisions of the
various  Stock  Purchase  Agreements  entered  into  under  the Plan need not be
identical.

<PAGE>

     (b)     Duration  of  Offers
             --------------------
     Any  right  to  acquire  Shares under the Plan (other than an Option) shall
automatically  expire  if  not  exercised by the Offeree within thirty (30) days
after  the grant of such right was communicated to the Offeree by the Committee.

     (c)     Purchase  Price
             ---------------
     Unless  otherwise permitted by applicable law, the Purchase Price of Shares
to be offered under the Plan shall not be less than eighty-five percent (85%) of
the  Fair  Market  Value  of  a  Share  on  the  date  of  grant  (100%  for 10%
shareholders),  except  as  otherwise  provided  in Section 4(b). Subject to the
preceding  sentence,  the Purchase Price shall be determined by the Committee in
its  sole discretion. The Purchase Price shall be payable in a form described in
Subsection  (d)  below.

     (d)     Payment  for  Shares
             --------------------
     The  entire Purchase Price of Shares issued under the Plan shall be payable
in lawful money of the United States of America at the time when such Shares are
purchased,  except  as  provided  below:

          (i) Surrender of Stock. To the extent that a Stock Option Agreement so
              ------------------
     provides, payment may be made all or in part with Shares which have already
     been owned by the Optionee or Optionee's representative for any time period
     specified by the Committee and which are surrendered to the Company in good
     form  for  transfer. Such shares shall be valued at their Fair Market Value
     on  the  date  when  the  new  Shares  are  purchased  under  the  Plan.

          (ii)  Promissory Notes. To the extent that a Stock Option Agreement or
                ----------------
     Stock  Purchase  Agreement  so provides, payment may be made all or in part
     with  a  full recourse promissory note executed by the Optionee or Offeree.
     The  interest  rate  and  other  terms and conditions of such note shall be
     determined by the Committee. The Committee may require that the Optionee or
     Offeree pledge his or her Shares to the Company for the purpose of securing
     the  payment  of  such  note.  In  no  event shall the stock certificate(s)
     representing  such Shares be released to the Optionee or Offeree until such
     note  is  paid  in  full.

          (iii)  Cashless  Exercise. To the extent that a Stock Option Agreement
                 ------------------
     so  provides and a public market for the Shares exists, payment may be made
     all  or  in  part by delivery (on a form prescribed by the Committee) of an
     irrevocable  direction to a securities broker to sell shares and to deliver
     all or part of the sale proceeds to the Company in payment of the aggregate
     Exercise  Price.

          (iv)  Other  Forms  of  Payment.  To  the extent provided in the Stock
                -------------------------
     Option  Agreement, payment may be made in any other form that is consistent
     with  applicable  laws,  regulations  and  rules.

     (e)     Exercise  of  Awards  on  Termination  of  Service
             --------------------------------------------------
     Each  Stock  Award  Agreement  shall  set  forth  the  extent  to which the
recipient  shall  have  the right to exercise the Award following termination of
the  recipient's  Service with the Company and its Subsidiaries. Such provisions
shall be determined in the sole discretion of the Committee, need not be uniform
among  all  the Awards issued pursuant to the Plan, and may reflect distinctions
based  on  the  reasons  for  termination  of  employment.

SECTION  7.  ADDITIONAL  TERMS  AND  CONDITIONS  OF  RESTRICTED  SHARES.
------------------------------------------------------------------------
     (a)     Form  and  Amount  of  Award
             ----------------------------
     Each  Stock  Award  Agreement  shall  specify the number of Shares that are
subject  to the Award. Restricted Shares may be awarded in combination with NSOs
and  such  an  Award may provide that the Restricted Shares will be forfeited in
the  event  that  the  related  NSOs  are  exercised.

<PAGE>

     (b)     Exercisability
             --------------
     Each  Stock  Award  Agreement  shall  specify  the  conditions  upon  which
Restricted Shares shall become vested, in full or in installments. To the extent
required  by  applicable  law, each Stock Award shall become exercisable no less
rapidly  than the rate of 20% per year for each of the first five years from the
date  of  grant.  Subject  to  the preceding sentence, the exercisability of any
Stock  Award  shall  be  determined  by  the  Committee  in its sole discretion.

     (c)     Effect  of  Change  in  Control
             -------------------------------
     The  Committee  may determine at the time of making an Award or thereafter,
that  such  Award  shall  become fully vested, in whole or in part, in the event
that  a  Change  in  Control  occurs  with  respect  to  the  Company.

     (d)     Voting  Rights
             --------------
     Holders  of  Restricted  Shares  awarded under the Plan shall have the same
voting,  dividend  and other rights as the Company's other stockholders. A Stock
Award  Agreement,  however,  may  require  that  the  holders  invested any cash
dividends  received  in additional Restricted Shares. Such additional Restricted
Shares  shall  be  subject  to the same conditions and restrictions as the Award
with respect to which the dividends were paid. Such additional Restricted Shares
shall  not  reduce  the  number  of  Shares  available  under  Section  5.

SECTION  8.  TERMS  AND  CONDITIONS  OF  OPTIONS.
------------------------------------------------
     (a)     Stock  Option  Agreement
             ------------------------
     Each grant of an Option under the Plan shall be evidenced by a Stock Option
Agreement  between the Optionee and the Company. Such Option shall be subject to
all  applicable terms and conditions of the Plan and may be subject to any other
terms  and  conditions  which  are  not inconsistent with the Plan and which the
Committee  deems  appropriate  for  inclusion  in  a Stock Option Agreement. The
provisions  of  the  various Stock Option Agreements entered into under the Plan
need  not  be  identical.

     (b)     Number  of  Shares
             ------------------
     Each  Stock  Option  Agreement  shall specify the number of Shares that are
subject  to  the  Option  and shall provide for the adjustment of such number in
accordance with Section 9. The Stock Option Agreement shall also specify whether
the  Option  is  an  ISO  or  a  Nonstatutory  Option.

     (c)     Exercise  Price
             ---------------
     Each  Stock Option Agreement shall specify the Exercise Price. The Exercise
Price  of  an  ISO shall not be less than one hundred percent (100%) of the Fair
Market  Value  of  a Share on the date of grant, except as otherwise provided in
Section  4(b).  To the extent required by applicable law and except as otherwise
provided  in Section 4(b), the Exercise Price of a Nonstatutory Option shall not
be  less  than  eighty-five percent (85%) of the Fair Market Value of a Share on
the  date  of  grant. Subject to the preceding two sentences, the Exercise Price
under  any  Option  shall be determined by the Committee in its sole discretion.
The Exercise Price shall be payable in a form described in Subsection (h) below.

     (d)     Exercisability
             --------------
     Each  Stock  Option  Agreement  shall  specify  the  date  when  all or any
installment  of  the  Option is to become exercisable. To the extent required by
applicable law, an Option shall become exercisable no less rapidly than the rate
of 20% per year for each of the first five years from the date of grant. Subject
to  the preceding sentence, the exercisability of any Option shall be determined
by  the  Committee  in  its  sole  discretion.

     (e)     Effect  of  Change  in  Control
             -------------------------------
     The  Committee  may  determine,  at  the  time  of  granting  an  Option or
thereafter,  that  such  Option  shall become fully exercisable as to all Shares
subject to such Option in the event that a Change in Control occurs with respect
to  the  Company.

<PAGE>

     (f)     Term
             ----
     The  Stock  Option Agreement shall specify the term of the Option. The term
shall  not  exceed  ten (10) years from the date of grant (or five (5) years for
ten  percent  (10%)  shareholders  as  provided in Section 4(b)). Subject to the
preceding sentence, the Committee at its sole discretion shall determine when an
Option  is  to  expire.

     (g)     Exercise  of  Options  on  Termination  of  Service
             ---------------------------------------------------
     Each Option shall set forth the extent to which the Optionee shall have the
right  to  exercise  the  Option following termination of the Optionee's Service
with  the  Company  and its Subsidiaries. Such provisions shall be determined in
the  sole  discretion  of  the  Committee, need not be uniform among all Options
issued  pursuant  to the Plan, and may reflect distinctions based on the reasons
for  termination  of  employment.  Notwithstanding  the foregoing, to the extent
required  by  applicable  law, each Option shall provide that the Optionee shall
have  the right to exercise the vested portion of any Option held at termination
for  at  least sixty (60) days following termination of Service with the Company
for  any  reason,  and  that  the  Optionee shall have the right to exercise the
Option  for  at least six (6) months if the Optionee's Service terminates due to
death  or  Disability.

     (h)     Payment  of  Option  Shares
             ---------------------------
     The  entire Exercise Price of Shares issued under the Plan shall be payable
in lawful money of the United States of America at the time when such Shares are
purchased,  except  as  provided  below:

          (i) Surrender of Stock. To the extent that a Stock Option Agreement so
              ------------------
     provides, payment may be made all or in part with Shares which have already
     been owned by the Optionee or Optionee's representative for any time period
     specified by the Committee and which are surrendered to the Company in good
     form  for  transfer. Such shares shall be valued at their Fair Market Value
     on  the  date  when  the  new  Shares  are  purchased  under  the  Plan.

          (ii)  Promissory Notes. To the extent that a Stock Option Agreement or
                ----------------
     Stock  Purchase  Agreement  so provides, payment may be made all or in part
     with  a  full recourse promissory note executed by the Optionee or Offeree.
     The  interest  rate  and  other  terms and conditions of such note shall be
     determined by the Committee. The Committee may require that the Optionee or
     Offeree pledge his or her Shares to the Company for the purpose of securing
     the  payment  of  such  note.  In  no  event shall the stock certificate(s)
     representing  such Shares be released to the Optionee or Offeree until such
     note  is  paid  in  full.

          (iii)  Cashless  Exercise. To the extent that a Stock Option Agreement
                 ------------------
     so  provides and a public market for the Shares exists, payment may be made
     all  or  in  part by delivery (on a form prescribed by the Committee) of an
     irrevocable  direction to a securities broker to sell shares and to deliver
     all or part of the sale proceeds to the Company in payment of the aggregate
     Exercise  Price.

          (iv)  Other  Forms  of  Payment.  To  the extent provided in the Stock
                -------------------------
     Option  Agreement, payment may be made in any other form that is consistent
     with  applicable  laws,  regulations  and  rules.

     (i)     Modification,  Extension  and  Assumption  of  Options
             ------------------------------------------------------
     Within  the  limitations  of  the Plan, the Committee may modify, extend or
assume outstanding Options or may accept the cancellation of outstanding Options
(whether  granted  by  the Company or another issuer) in return for the grant of
new  Options  for  the same or a different number of Shares and at the same or a
different  Exercise  Price  or  for  other  consideration.

<PAGE>

SECTION  9.  ADJUSTMENT  OF  SHARES.
-----------------------------------
     (a)     General
             -------
     In  the event of a subdivision of the outstanding Stock, a declaration of a
dividend  payable  in  Shares, a combination or consolidation of the outstanding
Stock  into a lesser number of Shares, a recapitalization, a reclassification or
a  similar occurrence, the Committee shall make appropriate adjustments, subject
to  the  limitations set forth in Section 9(c), in one or more of (i) the number
of Shares available for future Awards under Section 5, (ii) the number of Shares
covered  by  each outstanding Option or Purchase Agreement or (iii) the Exercise
Price  or  Purchase  Price  under  each  outstanding  Option  or  Stock Purchase
Agreement.

     (b)     Reorganizations
             ---------------
     In  the  event  that  the Company is a party to a merger or reorganization,
outstanding  Options  shall  be  subject  to  the  agreement  of  merger  or
reorganization, provided however, that the limitations set forth in Section 9(c)
shall  apply.

     (c)     Reservation  of  Rights
             -----------------------
     Except  as provided in this Section 9, an Optionee or an Offeree shall have
no  rights  by reason of (i) any subdivision or consolidation of shares of stock
of  any  class,  (ii) the payment of any dividend or (iii) any other increase or
decrease in the number of shares of stock of any class. Any issue by the Company
of  shares of stock of any class, or securities convertible into shares of stock
of  any  class,  shall  not affect, and no adjustment by reason thereof shall be
made with respect to, the number, Exercise Price or Purchase Agreement of Shares
subject to an Option or Stock Purchase Agreement. The grant of an Award pursuant
to  the  Plan  shall  not affect in any way the right or power of the Company to
make  adjustments,  reclassifications, reorganizations or changes of its capital
or  business  structure, to merge or consolidate or to dissolve, liquidate, sell
or  transfer  all  or  any  part  of  its  business  or  assets.

SECTION  10.  WITHHOLDING  TAXES.
--------------------------------
     (a)     General
             -------
     To  the extent required by applicable federal, state, local or foreign law,
a  Participant  or  his or her successor shall make arrangements satisfactory to
the Committee for the satisfaction of any withholding tax obligations that arise
in  connection  with  the  Plan.  The Company shall not be required to issue any
Shares  or  make  any  cash  payment  under  the Plan until such obligations are
satisfied.

     (b)     Share  Withholding
             ------------------
     The Committee may permit a Participant to satisfy all or part of his or her
withholding  or  income  tax obligations by having the Company withhold all or a
portion  of  any  Shares  that  otherwise  would  be  issued to him or her or by
surrendering  all or a portion of any Shares that he or she previously acquired.
Such  Shares  shall  be valued at their Fair Market Value on the date when taxes
otherwise would be withheld in cash. Any payment of taxes by assigning Shares to
the  Company may be subject to restrictions, including any restrictions required
by  rules  of  any  federal  or  state  regulatory  body  or  other  authority.

     (c)     Cashless  Exercise/Pledge
             -------------------------
     The Committee may provide that if Company Shares are publicly traded at the
time  of  exercise,  arrangements may be made to meet the Optionee's withholding
obligation  by  cashless  exercise  or  pledge.

     (d)     Other  Forms  of  Payment
             -------------------------
     The  Committee  may  permit such other means of tax withholding as it deems
appropriate.

<PAGE>

SECTION  11.  ASSIGNMENT  OR  TRANSFER  OF  AWARDS.
--------------------------------------------------
     (a)     General
             -------
     An  Award  granted  under  the  Plan  shall  not  be anticipated, assigned,
attached,  garnished,  optioned,  transferred  or made subject to any creditor's
process,  whether  voluntarily,  involuntarily or by operation of law, except as
approved  by  the  Committee.  Notwithstanding  the  foregoing,  ISOs may not be
transferable. Also notwithstanding the foregoing, Offerees and Optionees may not
transfer  their  rights hereunder except by will, beneficiary designation or the
laws  of  descent  and  distribution.

     (b)     Trusts
             ------
     Neither  this Section 11 nor any other provision of the Plan shall preclude
a  Participant  from  transferring  or  assigning  Restricted  Shares to (a) the
trustee of a trust that is revocable by such Participant alone, both at the time
of  the  transfer  or  assignment  and  at  all  times  thereafter prior to such
Participant's  death,  or  (b)  the  trustee  of  any  other trust to the extent
approved  by  the  Committee  in writing. A transfer or assignment of Restricted
Shares  from  such  trustee  to  any other person than such Participant shall be
permitted  only  to  the extent approved in advance by the Committee in writing,
and  Restricted  Shares  held  by  such  trustee  shall  be  subject  to all the
conditions  and  restrictions  set forth in the Plan and in the applicable Stock
Award  Agreement,  as  if  such  trustee  were  a  party  to  such  Agreement.

SECTION  12.  LEGAL  REQUIREMENTS.
---------------------------------
     Shares  shall not be issued under the Plan unless the issuance and delivery
of  such Shares complies with (or is exempt from) all applicable requirements of
law,  including (without limitation) the Securities Act  of  1933,  as  amended,
the rules and regulations promulgated  thereunder,  state  securities  laws  and
regulations,  and  the  regulations of any stock exchange on which the Company's
securities  may  then  be  listed.

SECTION  13.  NO  EMPLOYMENT  RIGHTS.
------------------------------------
     No  provision  of the Plan, nor any right or Option granted under the Plan,
shall  be construed to give any person any right to become, to be treated as, or
to  remain  an  Employee.  The Company and its Subsidiaries reserve the right to
terminate  any  person's  Service  at  any  time  and  for  any  reason.

SECTION  14.  DURATION  AND  AMENDMENTS.
---------------------------------------
     (a)     Term  of  the  Plan
             -------------------
     The  Plan,  as  set forth herein, shall become effective on the date of its
adoption  by  the  Board  of Directors, subject to the approval of the Company's
shareholders. In the event that the shareholders fail to approve the Plan within
twelve  (12)  months  after  its  adoption by the Board of Directors, any grants
already  made  shall  be  null  and void, and no additional grants shall be made
after such date. The Plan shall terminate automatically ten (10) years after its
adoption  by  the  Board  of Directors and may be terminated on any earlier date
pursuant  to  Subsection  (b)  below.

     (b)     Right  to  Amend  or  Terminate  the  Plan
             ------------------------------------------
     The  Board  of  Directors  may  amend the Plan at any time and from time to
time.  Rights and obligations under any right or Option granted before amendment
of  the  Plan  shall  not  be materially altered, or impaired adversely, by such
amendment,  except  with  consent  of the person to whom the right or Option was
granted.  An  amendment  of  the  Plan  shall  be subject  to  the  approval  of
the Company's  shareholders  only  to  the  extent  required by applicable laws,
regulations  or  rules  including  the  rules  of  any  applicable  exchange.

<PAGE>

     (c)     Effect  of  Amendment  or  Termination
             --------------------------------------
     No  Shares  shall  be  issued  or sold under the Plan after the termination
thereof,  except  upon  exercise of an Option granted prior to such termination.
The  termination  of  the  Plan,  or any amendment thereof, shall not affect any
Shares  previously  issued  or  any  Option  previously  granted under the Plan.

[END  OF  PLAN]