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Exhibit 4.1

                        SA HOLDINGS, INC.

                 1994 EMPLOYEE STOCK OPTION PLAN


     1.   Purpose.  The purpose of this 1994 Stock Option Plan
(hereinafter called the "Plan") is to further the success of SA
Holdings, Inc., a Delaware corporation (hereinafter called the
"Company"), and certain of its affiliates by making available
Common Stock of the Company for purchase by certain officers and
employees of the Company and its affiliates and certain bona fide
consultants, and thus to provide an additional incentive to such
individuals to continue in the service of the Company or its
affiliates and to give them a greater interest as shareholders in
the success of the Company. Subject to compliance with the
provisions of the Plan and the Internal Revenue Code of 1986, as
amended, Incentive Stock Options are authorized by Section 422 of
the Code and stock options which do not qualify under Section 422
of the Code are authorized and may be granted under the Plan.

     2.   Definitions.  As used in this Plan the following terms
shall have the meanings indicated as follows:

          (a)  "Board" means the Board of Directors of the Company.

          (b)  "Code" means the Internal Revenue Code of 1986, as
     amended.

          (c)  "Committee" means the Committee administering the
     Plan described in Paragraph 3 hereof.

          (d)  "Common Stock" means the Company's Common Stock, par
     value $0.0001 per share.

          (e)  "Date of Grant" means the date on which an option is
     granted under a written option agreement executed by the
     Company and a Participant pursuant to the Plan.

          (f)  "Disinterested Person" means a "disinterested
     person" as defined under Rule 16b-3 promulgated under the
     Exchange Act or any successor provision.

          (g)  "Effective Date" means the effective date of this
     Plan specified in Paragraph 13 hereof.

          (h)  "Exchange Act" means the Securities Exchange Act of
     1934, as it may be amended from time to time.

          (i)  "Incentive Stock Option" means an option qualifying
     under Section 422 of the Code.

          (j)  "Parent" means a parent corporation of the Company
     as defined in Section 424(e) of the Code.

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          (k)  "Participants" means the employees and officers of
     the Company, its Subsidiaries and its Parents and those
     directors of the Company who are also employees of the Company
     or its subsidiaries.  Bona fide consultants to the Company may
     also be "Participants" hereunder, provided that such persons
     shall only be entitled to receive nonqualified stock options
     (as defined below).

          (l)  "Subsidiary" means a subsidiary corporation of the
     Company as defined in Section 424(f) of the Code.

     3.   Administration of the Plan.  The Board of Directors of
the Company shall appoint a committee (the "Committee") comprised
of two (2) or more directors to administer the Plan. Only directors
who are Disinterested Persons shall be eligible to serve as members
of the Committee. The Committee shall report all action taken by it
to the Board, which shall review and ratify or approve those
actions that are by law required to be so reviewed and ratified or
approved by the Board. The Committee shall have full and final
authority in its discretion, subject to the provisions of the Plan,
to determine the Participants to whom, and the time or times at
which, options shall be granted and the number of shares and
purchase price of Common Stock covered by each option; to construe
and interpret the Plan and any agreements made pursuant to the
Plan; to determine the terms and provisions (which need not be
identical or consistent with respect to each Participant) of the
respective option agreements and any agreement ancillary thereto
including, but without limitation, terms covering the payment of
the option price vesting schedules and any forfeiture provisions
with respect to stock acquired upon the exercise of any option; and
to make all other determinations and to take all other actions
deemed necessary or advisable for the proper administration of the
Plan. All such actions and determinations shall be conclusively
binding for all purposes and upon all persons.

     4.   Options Authorized.  The options granted under this Plan
may be Incentive Stock Options or stock options that do not qualify
as Incentive Stock Options (sometimes referred to herein as
"nonqualified options" or "nonqualified stock options"). The
Committee shall have the full power and authority to determine
which options shall be nonqualified stock options and which shall
be Incentive Stock Options; to grant only Incentive Stock Options
or, alternatively, only nonqualified stock options; and to, in its
sole discretion, grant to the holder of an outstanding option, in
exchange for the surrender and cancellation of such option, a new
option having a purchase price lower than that provided in the
option so surrendered and cancelled and containing such other terms
and conditions as the Committee may prescribe in accordance with
the provisions of the Plan. Under no circumstances may nonqualified
stock options be granted where the exercise of such nonqualified
stock options may affect the exercise of Incentive Stock Options
granted pursuant to the Plan. No options may be granted under the
Plan prior to the Effective Date. In addition to any other
limitations set forth herein, (1) no Participant shall receive any
grant of options, whether Incentive Stock Options or nonqualified
stock options, exercisable for more than two hundred fifty thousand
(250,000) shares of Common Stock during any one fiscal year of the
Company and (2) the aggregate fair market value (determined in
accordance with Paragraph 7(a) of the Plan as of the time the
option is granted) of the stock with respect to which Incentive
Stock Options are exercisable for the first time by a Participant
in any calendar year (under all plans of the Company and of any
Parent or Subsidiary) shall not exceed $100,000.

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     5.   Common Stock Subject to Options.  The aggregate number of
shares of the Company's Common Stock which may be issued upon the
exercise of options shall not exceed two million (2,000,000),
subject to adjustment under the provisions of Paragraph 8. The
shares of Common Stock to be issued upon the exercise of options
may be authorized but unissued shares, or shares issued and
reacquired by the Company. In the event any option shall, for any
reason, terminate or expire or be surrendered without having been
exercised in full, the shares subject to such option shall again be
available for options to be granted under the Plan, except that
shares for which relinquished options (or portions thereof) are
exercisable shall not again be available for options under the
Plan.

     6.   Participants.  Except as hereinafter provided, options
may be granted under the Plan to any Participant. In determining
the Participants to whom options shall be granted and the number of
shares to be covered by such option, the Committee may take into
account the nature of the services rendered by the respective
Participants, their present and potential contributions to the
Company's success and such other factors as the Committee in its
discretion shall deem relevant. A participant who has been granted
an option under the Plan may be granted an additional option or
options under the Plan, in the Committee's discretion.

     7.   Terms and Conditions of Options.  The grant of an option
under the Plan shall be evidenced by a written agreement executed
by the Company and the applicable Participant and shall contain
such terms and be in such form as the Committee may from time to
time approve, subject to the following limitations and conditions:

          (a)  Option Price.  The option price per share with
     respect to each option shall be determined by the Committee,
     but shall in no instance be less than the par value of the
     shares subject to the option. In addition, the option price
     per share with respect to Incentive Stock Options granted
     hereunder shall in no instance be less than the fair market
     value of the shares subject to the option as determined by the
     Committee. For the purposes of this Paragraph 7(a), fair
     market value shall be, where applicable, the Closing Price of
     the Common Stock on the Date of Grant.  For this purpose, the
     Closing Price of the Common Stock on the Date of Grant shall
     be (i) if the Common Stock is listed or admitted for trading
     on any United States national securities exchange, the last
     reported sales price of Common Stock on such exchange, as
     reported in any newspaper of general circulation, (ii) if
     actual transactions in the Common Stock 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 Common Stock on such system, (iii) if Common
     Stock is otherwise quoted on the National Association of
     Securities Dealer 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 Common Stock
     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 Common Stock as reported by the National Daily
     Quotation Service if at least two securities dealers have
     inserted both bid and asked quotations for Common Stock on at
     least five (5) of the ten (10) preceding days. 
     Notwithstanding the foregoing, however, fair market value
     shall be determined consistent with Code Section 422(b)(4) or
     any successor provisions.  The Committee may permit the option
     purchase price to be payable 

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     by transfer to the Company of Common Stock owned by the option
     holder with a fair market value at the time of the exercise
     equal to the option purchase price.

          (b)  Period of Option.  The expiration date of each
     option shall be fixed by the Committee but, notwithstanding
     any provision of the Plan to the contrary, such expiration
     date shall not be more than ten (10) years from the Date of
     Grant.

          (c)  Vesting of Shareholder Rights.  Neither the optionee
     nor his successor in interest shall have any of the rights of
     a shareholder of the Company until the shares relating to the
     option hereunder are issued by the Company and are properly
     delivered to such optionee, or successor.

          (d)  Exercise of Option.  Each option shall be
     exercisable from time to time (but not less than six (6)
     months after the Date of Grant) over such period and upon such
     terms and conditions as the Committee shall determine, but not
     at any time as to less than one hundred (100) shares unless
     the remaining shares which have become so purchasable are less
     than one hundred (100) shares. After the death of the
     optionee, an option may be exercised as provided in Paragraph
     15 hereof.

          (e)  Nontransferability of Option.  No option shall be
     transferable or assignable by an optionee, other than by will
     or the laws of descent and distribution or pursuant to a
     qualified domestic relations order and each option shall be
     exercisable, during the optionee's lifetime, only by him or
     her or, during periods of legal disability, by his or her
     legal representative. No option shall be subject to execution,
     attachment, or similar process.

          (f)  Disqualifying Disposition.  The option agreement
     evidencing any Incentive Stock Options granted under this Plan
     shall provide that if the optionee makes a disposition, within
     the meaning of Section 424(c) of the Code and regulations
     promulgated thereunder, of any share or shares of Common Stock
     issued to him or her pursuant to exercise of the option within
     the two-year period commencing on the day after the Date of
     Grant of such option or within the one-year period commencing
     on the day after the date of issuance of the share or shares
     to him or her pursuant to the exercise of such option, he or
     she shall, within ten (10) days of such disposition date,
     notify the Company of the sales price or other value ascribed
     to or used to measure the disposition of the share or shares
     thereof and immediately deliver to the Company any amount of
     federal income tax withholding required by law.

          (g)  Limitation on Grants to Certain Shareholders.  An
     Incentive Stock Option may be granted to a Participant only if
     such Participant, at the time the option is granted, does not
     own, after application of the attribution rules of Code
     Section 424, stock possessing more than 10% of the total
     combined voting power of all classes of Common Stock of the
     Company or of its Parent or Subsidiary. The preceding
     restrictions shall not apply if at the time the option is
     granted the option price is at least 110% of the fair market
     value (as defined in Paragraph 7(a) above) of the Common Stock
     subject to the option and such option by its terms is not
     exercisable after the expiration of five (5) years from the
     Date of Grant.

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          (h)  Consistency with Code.  Notwithstanding any other
     provision in this Plan to the contrary, the provisions of all
     agreements granting incentive stock options pursuant to the
     Plan shall not violate the requirements of the Code applicable
     to the Incentive Stock Options authorized hereunder.

     8.   Adjustments.  The Committee, in its discretion, may make
such adjustments in the option price and the number of shares
covered by outstanding options that are required to prevent any
dilution or enlargement of the rights of the holders of such
options that would otherwise result from any reorganization,
recapitalization, stock split, stock dividend, combination of
shares, merger, consolidation, issuance of rights or any other
change in the capital structure of the Company. The Committee, in
its discretion, may also make such adjustments in the aggregate
number of shares that may be the subject of options which are
appropriate to reflect any transaction or event described in the
preceding sentence.

     9.   Restriction of Issuing Shares.  The exercise of each
option shall be subject to the condition that if at any time the
Company shall determine in its discretion that the satisfaction of
withholding tax or other withholding liabilities, or that the
listing, registration, or qualification of any shares otherwise
deliverable upon such exercise upon any securities exchange or
under any state or federal law, or that the consent or approval of
any regulatory body, is necessary or desirable as a condition of,
or in connection with, such exercise or the delivery or purchase of
shares pursuant thereto, then in any such event, such exercise
shall not be effective unless such withholding, listing,
registration, qualification, consent, or approval shall have been
effected or obtained free of any conditions not acceptable to the
Company.

     10.  Use of Proceeds.  The proceeds received by the Company
from the sale of Common Stock pursuant to the exercise of options
granted under the Plan shall be added to the Company's general
funds and used for general corporate purposes.

     11.  Amendment, Suspension, and Termination of Plan.  The
Board may at any time suspend or terminate the Plan or may amend it
from time to time in such respects as the Board may deem advisable
in order that the options granted thereunder may conform to any
changes in the law or in any other respect that the Board may deem
to be in the best interests of the Company; provided, however, that
without approval by the shareholders of the Company voting the
proper percentage of its voting power, no such amendment shall make
any change in the Plan for which shareholder approval is required
of the Company in order to comply with (i) Rule 16b-3, as amended,
promulgated under the Exchange Act, (ii) the Code or regulatory
provisions dealing with Incentive Stock Options, (iii) any rules
for listed companies promulgated by any national stock exchange on
which the Company's stock is traded or (iv) any other applicable
rule or law. Unless sooner terminated hereunder, the Plan shall
terminate ten (10) years after the Effective Date. No option may be
granted during any suspension or after the termination of the Plan.
Except as provided in Paragraph 12, no amendment, suspension, or
termination of the Plan shall, without an optionee's consent,
impair or negate any of the rights or obligations under any option
theretofore granted to such optionee under the Plan.

     12.  Tax Withholding.  The Committee may, in its sole
discretion, (a) require an optionee to remit to the Company a cash
amount sufficient to satisfy, in whole or in part, any federal,
state or local withholding tax requirements prior to the delivery
of any certificate for 

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shares pursuant to the exercise of an option hereunder; or (b)
satisfy such withholding requirements through another lawful
method.

     13.  Effective Date and Termination Date.  This Plan shall
become effective on the date (the "Effective Date") of the last to
occur of (i) the adoption of the Plan by the Board and (ii) the
approval, within twelve (12) months of such adoption, by a majority
(or such other proportion as may be required by state law) of the
outstanding voting shares of the Company, voted either in person or
by proxy, at a duly held stockholders meeting.  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.

     14.  Termination of Employment.  In the event of the
retirement (with the written consent of the Company) or other
termination of the employment of an employee to whom an option has
been granted under the Plan, other than (a) a termination that is
either (i) for cause or (ii) voluntary on the part of the employee
and without the written consent of the Company, or (b) a
termination by reason of death, the employee may (unless otherwise
provided in his option agreement) exercise his option at any time
within three (3) months after such retirement or other termination
of employment (or within one (1) year after termination of
employment due to disability within the meaning of Code Section
422(c)(7)), or within such other time as the Committee shall
authorize, but in no event after ten (10) years from the date of
granting thereof (or such lesser period as may be specified in the
stock option agreement), but only to the extent of the number of
shares for which his options were exercisable by him at the date of
the termination of his employment. In the event of the termination
of the employment of an employee to whom an option has been granted
under the Plan that is either (i) for cause or (ii) voluntary on
the part of the employee and without the written consent of the
Company, any option held by him under the Plan, to the extent not
previously exercised, shall forthwith terminate on the date of such
termination of employment. Options granted under the Plan shall not
be affected by any change of employment so long as the holder
continues to be an employee of the Company, a Subsidiary or a
Parent. The option agreement may contain such provisions as the
Committee shall approve with respect to the effect of approved
leaves of absence. Nothing in the Plan or in any option granted
pursuant to the Plan shall confer on any individual any right to
continue in the employ of the Company or any of its Subsidiaries or
Parents or interfere in any way with the right of the Company or
any of its Subsidiaries or Parents to terminate his employment at
any time.

     15.  Death of Holder of Option.  In the event an employee to
whom an option has been granted under the Plan dies during, or
within three (3) months after the termination of, his employment by
the Company or a Subsidiary or Parent, such option (unless it shall
have been previously terminated pursuant to the provisions of the
Plan or unless otherwise provided in his option agreement) may be
exercised (to the extent of the entire number of shares covered by
the option whether or not purchasable by the employee at the date
of his death) by the executor or administrator of the optionee's
estate or by the person or persons to whom the optionee shall have
transferred such option by will or by the laws of descent and
distribution, at any time within a period of one (1) year after his
death, but not after the exercise termination date set forth in the
relevant stock option agreement.

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     16.  Loans to Assist in Exercise of Options.  If approved by
the Board, the Company or any Parent or Subsidiary may lend money
or guarantee loans by third parties to an individual to finance the
exercise of any option granted under the Plan. No such loans to
finance the exercise of an Incentive Stock Option shall have an
interest rate or other terms that would cause any part of the
principal amount to be characterized as interest for purposes of
the Code.

     17.  Rule 16b-3 Plan.  This Plan is intended and has been
drafted to comply in all respects with Rule 16b-3, as amended,
under the Exchange Act. 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.