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Exhibit 4.1

                     1994 STOCK OPTION PLAN
                   FOR NON-EMPLOYEE DIRECTORS
                               OF
                        SA HOLDINGS, INC.


     1.   Purpose.  The purpose of this Plan is to advance the
interests of SA Holdings, Inc., a Delaware corporation (the
"Company"), by providing an additional incentive to attract and
retain qualified and competent directors, upon whose efforts and
judgment the success of the Company is largely dependent, through
the encouragement of stock ownership in the Company by such
persons.

     2.   Definitions.  As used herein, the following terms shall
have the meaning indicated:

          (a)  "Board" shall mean the Board of Directors of SA
Holdings, Inc.

          (b)  "Committee" shall mean the director stock option
committee, if any, appointed by the Board pursuant to Section 11
hereof.

          (c)  "Date of Grant" shall mean the date on which an
Option is granted to an Eligible Person pursuant to Section 4(c)
hereof.

          (d)  "Director" shall mean a member of the Board.

          (e)  "Eligible Person(s)" shall mean those persons who
are Directors of the Company and who are not employees of the
Company or a Subsidiary.

          (f)  "Fair Market Value" of a Share on any date of
reference shall be the Closing Price on the business day
immediately preceding such date.  For this purpose, the Closing
Price of the Shares on any business day shall be (i) if the Shares
are listed or admitted for trading on any United States national
securities exchange, the last reported sale price of Shares on such
exchange, as reported in any newspaper of general circulation, (ii)
if actual transactions in the Shares are included in the National
Association of Securities Dealers Automated Quotation National
Market System ("NASDAQ-NMS") or are reported on a consolidated
transaction reporting system, the last sales price of the Shares on
such system, (iii) if Shares are otherwise quoted on the National
Association of Securities Dealers Automated Quotation System
("NASDAQ"), or any similar system of automated dissemination of
quotations of securities prices in common use, the mean between the
closing high bid and low asked quotations for such day of Shares on
such system, (iv) if none of clause (i), (ii) or (iii) is
applicable, the mean between the high bid and low asked quotations
for Shares as reported by the National Daily Quotation Service if
at least two securities dealers have inserted both bid and asked
quotations for Shares on at least five (5) of the ten (10)
preceding days.

          (g)  "Internal Revenue Code" or "Code" shall mean the
Internal Revenue Code of 1986, as it now exists or may be amended
from time to time.

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          (h)  "Nonincentive Stock Option" shall mean an option
that is not an incentive stock option as defined in Section 422 of
the Internal Revenue Code.

          (i)  "Option" (when capitalized) shall mean any option
granted under this Plan.

          (j)  "Optionee" shall mean a person to whom a stock
option is granted under this Plan or any successor to the rights of
such person under this Plan by reason of the death of such person.

          (k)  "Plan" shall mean this 1994 Stock Option Plan for
Non-Employee Directors of SA Holdings, Inc.

          (l)  "Share(s)" shall mean a share or shares of the
common stock, par value $0.0001 per share, of the Company.

          (m)  "Subsidiary" shall mean any corporation (other than
the Company) in any unbroken chain of corporations beginning with
the Company if, at the time of the granting of the Option, each of
the corporations other than the last corporation in the unbroken
chain owns stock possessing more than 50% of the total combined
voting power of all classes of stock in one of the other
corporations in such chain.

     3.   Shares and Options.  The maximum number of Shares to be
issued pursuant to Options under this Plan shall be One Million
(1,000,000) Shares.  Shares issued pursuant to options granted
under this Plan may be issued from Shares held in the Company's
treasury or from authorized and unissued Shares.  If any Option
granted under this Plan shall terminate, expire, or be cancelled or
surrendered as to any Shares, new Options may thereafter be granted
covering such Shares.  Any Option granted hereunder shall be a
Nonincentive Stock Option.

     4.   Automatic Grant of Options.  (a) Options shall
automatically be granted to Eligible Persons as provided in this
Section 4.  Each Option shall be evidenced by an option agreement
(an "Option Agreement") and shall contain such terms as are not
inconsistent with this Plan or any applicable law.  Any person who
files with the Committee, in a form satisfactory to the Committee,
a written waiver of eligibility to receive any Option under this
Plan shall not be eligible to receive any Option under this Plan
for the duration of such waiver.

          (b)  The Options automatically granted to Directors under
this Plan shall be in addition to regular director's fees or other
benefits, if any, with respect to the Director's position with the
Company or its Subsidiaries.  Neither the Plan nor any Option
granted under the Plan shall confer upon any person any right to
continue to serve as a Director.

          (c)  Options shall be automatically granted as follows:

            (i)     Each Eligible Person shall automatically
     receive an Option to purchase Ten Thousand (10,000) Shares and
     an additional Option to purchase Two Thousand Five Hundred
     (2,500) Shares with respect to each Committee of the Board
     that 

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     such Eligible Person has been appointed to on the day
     following any annual meeting of stockholders of the Company at
     which such person is duly elected as a Director of the
     Company; provided, however, that if such Director previously
     received a grant of an Option within one hundred eighty five
     (185) days, such Eligible Person shall not be entitled to
     receive any Option pursuant to this Section 4(c)(i);

          (ii)      Any person who first becomes an Eligible Person
     other than at an annual meeting of stockholders shall
     automatically receive an Option exercisable for Ten Thousand
     (10,000) Shares and an additional Option to purchase Two
     Thousand Five Hundred (2,500) Shares with respect to each
     Committee of the Board such person has been appointed to, on
     the day following such person first becoming an Eligible
     Person.

          In each case, the Options shall vest and become
exercisable on the day following the six month anniversary of the
applicable Date of Grant.  As provided in the Option Agreement, all
Shares purchased upon the exercise of any Option hereunder shall be
subject to the Company's right to repurchase any and all of such
Shares at the original exercise price therefor in the event the
Optionee is no longer performing services to the Company as a
director (for any reason whatsoever) at any time within twenty-four
months of the Date of Grant.

          (d)  Any Option that may be granted pursuant to
subparagraph (c) of this Section 4 prior to the approval of this
Plan by the stockholders of the Company may be exercised on or
after the Date of Grant subject to the approval of this Plan by the
stockholders of the Company within twelve (12) months after the
effective date of this Plan.  If any Optionee exercises an Option
prior to such stockholder approval, the Optionee must tender the
exercise price at the time of exercise and the Company shall hold
the Shares to be issued pursuant to such exercise until the
stockholders approve this Plan.  If this Plan is approved by the
stockholders, the Company shall issue and deliver the Shares as to
which the Option has been exercised.  If this Plan is not approved
by the stockholders, the Company shall return the exercise price to
the Optionee.

          (e)  Except for the automatic grants of Options under
subparagraph (c) of this Section 4, no Options shall otherwise be
granted hereunder, and neither the Board nor the Committee, if any,
shall have any discretion with respect to the grant of Options as
contemplated by Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended, or any successor rule.

     5.   Option Price.  The option price per Share of any Option
granted pursuant to this Plan shall be one hundred percent (100%)
of the Fair Market Value per Share on the Date of Grant.

     6.   Exercise of Options.  Options may be exercised at any
time after the date on which the Options, or any portion thereof,
are vested until the Option expires pursuant to Section 7.  No
Option shall be exercisable prior to six (6) months from the Date
of Grant.  An Option shall be deemed exercised when (i) the Company
has received written notice of such exercise in accordance with the
terms of the Option Agreement, (ii) full payment of the aggregate
option 

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price of the Shares as to which the Option is exercised has
been made and (iii) arrangements that are satisfactory to the
Committee in its sole discretion have been made for the Optionee's
payment to the Company of the amount, if any, that the Committee
determines to be necessary for the Company to withhold in
accordance with applicable federal or state income tax withholding
requirements.  Pursuant to procedures approved by the Committee,
tax withholding requirements, at the option of an Optionee, may be
met by withholding Shares otherwise deliverable to the Optionee
upon the exercise of an Option.  Unless further limited by the
Committee in any Option Agreement, the Option price of any Shares
purchased shall be paid solely in cash, by certified or cashier's
check, by money order, with Shares (but with Shares only if
permitted by the Option Agreement or otherwise permitted by the
Committee in its sole discretion at the time of exercise) or by a
combination of the above; provided, however, that the Committee in
its sole discretion may accept a personal check in full or partial
payment of any Shares.  If the exercise price is paid in whole or
in part with Shares, the value of the Shares surrendered shall be
their Fair Market Value on the date the Shares are received by the
Company.

     7.   Termination of Option Period.  The unexercised portion of
an Option shall automatically and without notice terminate and
become null and void at the time of the earliest to occur of the
following:

          (a)  thirty (30) days after the date that an Optionee
     ceases to be a Director regardless of the reason therefor
     other than as a result of such termination by death of the
     Optionee;

          (b)  one (1) year after the date that an Optionee ceases
     to be a Director by reason of death of the Optionee or (z) six
     (6) months after the Optionee shall die if that shall occur
     during the thirty-day period described in Subsection 7(a); or

          (c)  the fifth (5th) anniversary of the Date of Grant of
     the Option.

     8.   Adjustment of Shares.  (a) If at any time while this Plan
is in effect or unexercised Options are outstanding, there shall be
any increase or decrease in the number of issued and outstanding
Shares through the declaration of a stock dividend or through any
recapitalization resulting in a stock split-up, combination or
exchange of Shares, then and in such event:

            (i)     appropriate adjustment shall be made in the
          maximum number of Shares then subject to being optioned
          under this Plan, so that the same proportion of the
          Company's issued and outstanding Shares shall continue to
          be subject to being so optioned; and

           (ii)     appropriate adjustment shall be made in the
          number of Shares and the exercise price per Share thereof
          then subject to any outstanding Option, so that the same
          proportion of the Company's issued and outstanding Shares
          shall remain subject to purchase at the same aggregate
          exercise price.

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          (b)  Except as otherwise expressly provided herein, the
issuance by the Company of shares of its capital stock of any
class, or securities convertible into shares of capital stock of
any class, either in connection with a direct sale or upon the
exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Company convertible into
such shares or other securities, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the
number of or exercise price of Shares then subject to outstanding
Options granted under this Plan.

          (c) Without limiting the generality of the foregoing, the
existence of outstanding Options granted under this Plan shall not
affect in any manner the right or power of the Company to make,
authorize or consummate (i) any or all adjustments,
recapitalizations, reorganizations or other changes in the
Company's capital structure or its business; (ii) any merger or
consolidation of the Company; (iii) any issue by the Company of
debt securities, or preferred or preference stock that would rank
above the Shares subject to outstanding Options; (iv) the
dissolution or liquidation of the Company; (v) any sale, transfer
or assignment of all or any part of the assets or business of the
Company; or (vi) any other corporate act or proceeding, whether of
a similar character or otherwise.

     9.   Transferability of Options.  Options shall not be
transferable by the Optionee otherwise than by will or the laws of
descent and distribution or pursuant to a qualified domestic
relations order and that so long as an Optionee lives, only such
Optionee or his or her guardian or legal representative shall have
the right to exercise the related Option.

     10.  Issuance of Shares.  No person shall be, or have any of
the rights or privileges of, a stockholder of the Company with
respect to any of the Shares subject to an Option unless and until
certificates representing such Shares shall have been issued and
delivered to such person.  As a condition of any transfer of the
certificate for Shares, the Committee may obtain such agreements or
undertakings, if any, as it may deem necessary or advisable to
assure compliance with any provision of this Plan, any Option
Agreement or any law or regulation, including, but not limited to,
the following:

            (i)     A representation, warranty or agreement by the
          Optionee to the Company, at the time any Option is
          exercised, that he or she is acquiring the Shares to be
          issued to him or her for investment and not with a view
          to, or for sale in connection with, the distribution of
          any such Shares; and

           (ii)     A representation, warranty or agreement to be
          bound by any legends that are, in the opinion of the
          Committee, necessary or appropriate to comply with the
          provisions of any securities law deemed by the Committee
          to be applicable to the issuance of the Shares and are
          endorsed upon the Share certificates.

     Share certificates issued to an Optionee who is a party to any
stockholder agreement or a similar agreement shall bear the legends
contained in such agreements.

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     11.  Administration of the Plan.  (a) This Plan shall be
administered by a director stock option committee (the "Committee")
consisting of not fewer than two (2) members of the Board;
provided, however, that if no Committee is appointed, the Board
shall administer this Plan and in such case all references to the
Committee shall be deemed to be references to the Board.  The
Committee shall have all of the powers of the Board with respect to
this Plan.  Any member of the Committee may be removed at any time,
with or without cause, by resolution of the Board, and any vacancy
occurring in the membership of the Committee may be filled by
appointment by the Board.

          (b)  The Committee, from time to time, may adopt rules
and regulations for carrying out the purposes of this Plan.  The
determinations and the interpretation and construction of any
provision of this Plan by the Committee shall be final and
conclusive.

          (c)  Any and all decisions or determinations of the
Committee shall be made either (i) by a majority vote of the
members of the Committee at a meeting or (ii) without a meeting by
the written approval of a majority of the members of the Committee.

          (d)  This Plan is intended and has been drafted to comply
with Rule 16b-3, as amended, under the Securities Exchange Act of
1934, as amended.  If any provision of this Plan does not comply
with Rule 16b-3, as amended, this Plan shall be automatically
amended to comply with Rule 16b-3, as amended.

          (e)  This Plan shall not be amended more than once every
six months, other than to comport with applicable changes in the
Internal Revenue Code, the Employee Retirement Income Security Act
of 1974, as amended, or the rules thereunder.

     12.  Interpretation.  (a) If any provision of this Plan is
held invalid for any reason, such holding shall not affect the
remaining provisions hereof, but instead this Plan shall be
construed and enforced as if such provision had never been included
in this Plan.

          (b)  THIS PLAN SHALL BE GOVERNED BY THE SUBSTANTIVE LAWS
OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO DELAWARE CONFLICT OF
LAW PROVISIONS.

          (c)  Headings contained in this Plan are for convenience
only and shall in no manner be construed as part of this Plan.

          (d)  Any reference to the masculine, feminine or neuter
gender shall be a reference to such other gender as is appropriate.

     13.  Effective Date and Termination Date.  The effective date
of this Plan is the date set forth below, on which date the Board
adopted this Plan; provided, however, if this Plan is not approved
by the stockholders of the Company within twelve (12) months after
the effective date, then, in such event, this Plan and all Options
granted pursuant to this Plan shall be null 

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and void.  This Plan shall terminate on January 1, 2004, and any
Option outstanding on such date will remain outstanding until it
has either expired or has been exercised.