Exhibit 10.20


                         TELESOURCE INTERNATIONAL, INC.
                      2000 NON-QUALIFIED STOCK OPTION PLAN

     1.  Purpose.  The  purposes of this Plan are to attract and retain the best
available  personnel for  positions of  substantial  responsibility,  to provide
additional  incentive to Employees  and to promote the success of the  Company's
business.  Options granted under the Plan are intended to be Nonqualified  Stock
Options.

     2. Definitions. As used herein, the following definitions shall apply:

          (a) "Administrator" means the Board of Directors of the Company and/or
     President of the Company,  acting  under the Board's  delegated  authority,
     pursuant to Section 4 of the Plan.

          (b) "Affiliate" means a parent or subsidiary corporation as defined in
     the applicable provisions (currently Section 424(e) and (f),  respectively)
     of the Code.

          (c) "Agreement" means the written agreement between the Company and an
     Optionee  evidencing the grant of an Option and setting forth the terms and
     conditions thereof.

          (d)  "Applicable   Laws"  means  the  requirements   relating  to  the
     administration  of stock option plans under U.S. state corporate laws, U.S.
     federal  and state  securities  laws,  the  Code,  any  stock  exchange  or
     quotation  system on which  the  Common  Stock is listed or quoted  and the
     applicable  laws of any other  country or  jurisdiction  where  Options are
     granted under the Plan.

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

          (f) "Cause" means if  Participant  is subject to a written  employment
     agreement  with the  Company  in which  the term  "Cause"  is  specifically
     defined, the term shall have the same meaning for purposes of this Plan. In
     all other  instances,  "Cause"  shall mean (i)  Participant's  negligent or
     willful failure to perform duties consistent with his or her position which
     is not  corrected  within  fifteen (15) days after  written  notice of such
     failure and an  opportunity  to cure;  (ii)  indictment  or conviction of a
     felony or any other crime involving  moral  turpitude or dishonesty;  (iii)
     failure  or  refusal  to  comply  with  Company   policies,   standards  or
     regulations that have been communicated to the Participant and which is not
     corrected  within  fifteen (15) days after notice of the  deficiency and an
     opportunity  to cure;  (iv) conduct by the  Participant  that  demonstrates
     gross  unfitness  to serve in the  capacity  in which  the  Participant  is
     serving at the time of such  conduct  including,  but not  limited  to, the
     following: fraud, misrepresentation; and theft or embezzlement of corporate
     assets;   (v)  material   violation  of  any  agreement  with  the  Company
     (including,  but not limited to, any proprietary  information,  inventions,
     non-solicitation and/or non-competition  agreements with the Company) or of
     any  statutory  duty to the  Company;  or (vi)  the  Participant's  willful
     dishonesty, fraud, or misconduct with respect to the business or affairs of
     the Company.

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

          (h) "Common Stock" means the Common Stock of the Company.


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          (i)  "Company"  means  Telesource  International,   Inc.,  a  Delaware
     corporation.

          (j) "Consultant" means any person who is engaged by the Company or any
     Affiliate to render  consulting or advisory services and is compensated for
     such services.

          (k) "Director" means a member of the Board of Directors of the Company
     or any of its Affiliates.

          (l)  "Disability"  means total and permanent  disability as defined in
     Section 22(e)(3) of the Code.

          (m)  "Employee"  means any person,  including  Officers and Directors,
     employed by the Company or any Affiliate designated by the Administrator as
     eligible to receive Options subject to the conditions set forth herein. For
     purposes  hereof,  "Employee"  shall also include  individuals who have not
     commenced  employment  with  the  Company  but  have  received  an offer of
     employment with the Company.  A person shall not cease to be an Employee in
     the case of (i) any leave approved by the Company or (ii) transfers between
     locations of the Company or between the Company and its Affiliates. Neither
     service as a Director nor payment of a director's  fee by the Company shall
     be sufficient to constitute "employment" by the Company.

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

          (o) "Fair Market  Value"  means,  as of any date,  the value of Common
     Stock determined as follows:

               (i) if the  Common  Stock  is  listed  on any  established  stock
          exchange or a national market system, including without limitation the
          National  Market or SmallCap  Market of The Nasdaq Stock  Market,  its
          Fair Market Value shall be the closing  sales price for such stock (or
          the closing bid, if no sales were reported) as quoted on such exchange
          or  system  for the  last  market  trading  day  prior  to the time of
          determination,  as reported  in The Wall Street  Journal or such other
          source as the Administrator deems reliable;

               (ii) if the  Common  Stock is  regularly  quoted by a  recognized
          securities dealer but selling prices are not reported, its Fair Market
          Value shall be the mean  between the high bid and low asked prices for
          the Common  Stock on the last  market  trading day prior to the day of
          determination; or

               (iii) in the  absence  of an  established  market  for the Common
          Stock, the Fair Market Value thereof shall be determined in good faith
          by the Administrator.

          (p) "Incentive  Stock Option" or "ISO" means an Option  satisfying the
     requirements of Section 422 of the Code and designated by the Administrator
     as an Incentive Stock Option.

          (q)  "Nonqualified  Stock Option" or "NQO" means an Option that is not
     an Incentive Stock Option.

          (r) "Officer"  means a person who is an officer of the Company  within
     the meaning of Section 16 of the Exchange Act and the rules and regulations
     promulgated thereunder.


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          (s) "Option" means a stock option granted pursuant to the Plan.

          (t) "Option  Agreement" means an agreement  between the Company and an
     Optionee evidencing the terms and conditions of an individual Option grant.
     The Option Agreement is subject to the terms and conditions of the Plan.

          (u) "Optioned Stock" means the Common Stock subject to an Option.

          (v) "Optionee" means a person to whom an Option has been granted under
     the Plan.

          (w)  "Parent"  means a "parent  corporation"  within  the  meaning  of
     Section 424(e) of the Code, whether now or hereafter existing.

          (x) "Plan" means the Telesource International,  Inc. 2000 Stock Option
     Plan.

          (y) "Plan Year" shall be a calendar year.

          (z) "Section 16(b)" means Section 16(b) of the Exchange Act.

          (aa)  "Share"  means a share  of the  Common  Stock,  as  adjusted  in
     accordance with Section 11 of the Plan.

          (bb) "Subsidiary" means a "subsidiary  corporation" within the meaning
     of Section 424(f) of the Code, whether now or hereafter existing.

     3.  Stock  Subject to the Plan.  Subject  to  Section  11 of the Plan,  the
maximum  aggregate  number of Shares  which may be subject  to options  and sold
under the Plan is Twenty Seven Thousand (27,000) Shares.

     If an Option  expires,  is  canceled,  surrendered  (without  exercise)  or
otherwise  become  unexercisable  for any reason,  the Shares  allocable  to the
canceled, surrendered or otherwise terminated Option may again be the subject of
Options granted hereunder (unless the Plan has terminated). However, Shares that
have actually been issued under the Plan, upon exercise of an Option,  shall not
be returned to the Plan and shall not become  available for future  distribution
under the Plan.  Shares that are  retained by the  Company  upon  exercise of an
Option in order to satisfy the exercise price for such Option or any withholding
taxes due with respect to such exercise shall be treated as not issued and shall
continue to be available under the Plan.

     4. Administration.

          (a) Administrator. . The Plan shall be administered by the Board or by
     the  President  of  the  Company   (acting  under  the  Board's   delegated
     authority), having such powers as shall be specified by the Board.

          (b) Compliance  with Section 162(m) of the Code. In the event that the
     Company is a "publicly  held  corporation"  as defined in paragraph  (2) of
     section  162(m) of the Code, as amended,  and the  regulations  promulgated
     thereunder  ("Section  162(m)"),  the Company may  establish a committee of
     outside directors meeting the requirements of Section 162(m) to approve the
     grant of Options  which might  reasonably be  anticipated  to result in the
     payment of employee  remuneration  that would otherwise exceed the limit on
     employee  remuneration  deductible  for income  tax  purposes  pursuant  to
     Section 162(m).


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<PAGE>


          (c) Powers of the Administrator. Subject to the provisions of the Plan
     and in the case of the Company's  President,  the specific duties delegated
     by the Board to such President, and subject to the approval of any relevant
     authorities, the Administrator shall have the authority in its discretion:

               (i) to determine the Fair Market Value;

               (ii) to select Employees,  including  Officers and Directors,  to
          whom Options may from time to time be granted hereunder;

               (iii) to determine the terms and conditions of any Option granted
          hereunder. Such terms and conditions include, without limitation,  the
          exercise  price,  the time when Options may be exercised,  any vesting
          acceleration or waiver of forfeiture restrictions, and any restriction
          or  limitation  regarding  any  Option or the  Common  Stock  relating
          thereto,  based in each case on such factors as the Administrator,  in
          its sole discretion, shall determine;

               (iv) to  determine  the  number of  shares of Common  Stock to be
          covered by each such Option granted hereunder;

               (v) to approve forms of agreement for use under the Plan;

               (vi) to determine the terms and conditions, not inconsistent with
          the terms of the Plan, of any Option granted hereunder;

               (vii) to determine whether and under what circumstances an Option
          may be settled in cash under Section 9(e) instead of Common Stock;

               (viii) in order to fulfill  the  purposes of the Plan and without
          amending the Plan, to modify grants of Options to participants who are
          foreign nationals or employed outside of the United States in order to
          recognize differences in local law, tax policies customs;

               (ix) to allow Optionees to satisfy withholding tax obligations as
          contemplated by Section 10 hereof;

               (x) to construe  and  interpret  the terms of the Plan and awards
          granted pursuant to the Plan and to establish,  amend and revoke rules
          and regulations for the  administration  of the Plan,  including,  but
          without  limitation,  correcting any defect or supplying any omission,
          or reconciling any  inconsistency in the Plan or in any Agreement,  in
          the manner and to the extent it shall deem  necessary  or advisable to
          make the Plan fully effective;

               (xi)to  determine the duration and purposes for leaves of absence
          which may be granted to an Optionee  on an  individual  basis  without
          constituting a termination of employment for purposes of the Plan;

               (xii) to exercise its  discretion  with respect to the powers and
          rights granted to it as set forth in the Plan; and


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<PAGE>


               (xiii)  generally,  to exercise  such powers and to perform  such
          acts  as are  deemed  necessary  or  advisable  to  promote  the  best
          interests of the Company with respect to the Plan.

          (d) Effect of Administrator's Decision. All decisions,  determinations
     and  interpretations  of the  Administrator  shall be  final,  binding  and
     conclusive upon the Company and its Affiliates, the Optionees and all other
     persons having any interest therein.

          (e)  Indemnification.  The  Administrator  shall not be liable for any
     action,  failure to act, determination or interpretation made in good faith
     with  respect  to  this  Plan  or any  transaction  hereunder,  except  for
     liability arising from his or her own willful misfeasance, gross negligence
     or reckless  disregard of his or her duties.  The Company  hereby agrees to
     indemnity the  Administrator  for all costs and expenses and, to the extent
     permitted by  applicable  law, any liability  incurred in  connection  with
     defending  against,  responding  to,  negotiation  for the settlement of or
     otherwise  dealing  with any claim,  cause of action or dispute of any kind
     arising in  connection  with any actions in  administering  this Plan or in
     authorizing or denying authorization to any transaction hereunder.

     5. Eligibility.

          (a) Each  Option  shall be  designated  in the Option  Agreement  as a
     Nonqualified  Stock  Option.  The Fair Market  Value of the Shares shall be
     determined  as of the  time the  Option  with  respect  to such  Shares  is
     granted.

          (b) The  aggregate  number  of  Options  that  may be  granted  to any
     Optionee  under  the Plan  shall  not  exceed  fifty  percent  (50%) of the
     aggregate number of Shares referred to in Section 3 hereof.

          (c) Neither the Plan nor any Option shall not confer upon any Optionee
     any right with respect to  continuing  the  Optionee's  relationship  as an
     Employee  with the  Company,  nor shall it interfere in any way with his or
     her right or the  Company's  right to terminate  such  relationship  at any
     time, with or without cause.

     6. Term of Plan.  The Plan shall become  effective upon its adoption by the
Board.  It shall  continue in effect for a term of ten (10) years unless  sooner
terminated under Section 14 of the Plan.

     7. Term of Option.  The term of each Option shall be the term stated in the
Option  Agreement;  provided,  however,  that the term shall be no more than ten
(10)  years  from  the  date  it is  granted  , or  such  shorter  term  as  the
Administrator may, subsequent to the granting of any Option, provide.

     8. Option Exercise Price and Consideration.

          (a) Exercise Price.  The per share exercise price for the Shares to be
     issued  under this Plan  pursuant to  exercise  of an Option  shall be such
     price as is  determined  by the  Administrator.,  but shall be no less than
     [85%] of the Fair Market Value per Share on the date of grant.

          Notwithstanding the foregoing, Options may be granted with a per Share
     exercise  price other than as required  above pursuant to a merger or other
     corporate transaction.


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<PAGE>


          (b)  Payment  of Option  Price.  Subject to this  provision,  the full
     exercise  price for Shares  purchased upon the exercise of any Option shall
     be  paid at the  time of such  exercise  (except  that,  in the  case of an
     exercise  arrangement  described in (iv) below, payment may be made as soon
     as practicable  after the exercise).  The  consideration to be paid for the
     Shares to be issued  upon  exercise of an Option,  including  the method of
     payment,  shall be determined by the Administrator.  Such consideration may
     consist of: (i) cash, by check, or cash  equivalent,  (ii) promissory note,
     (iii) by tender to the Company of other Shares owned by the Optionee  which
     (A) in the case of Shares  acquired  upon  exercise  of an Option have been
     owned by the  Optionee  for more than six months on the date of  surrender,
     and (B) have a Fair Market Value, as determined by the  Administrator  (but
     without regard to any  restrictions on  transferability  applicable to such
     stock by reason of federal or state  securities  laws or agreements with an
     underwriter  for the  Company),  of not less than the  option  price of the
     Shares as to which such Option shall be exercised  (provided such tender of
     stock  would not  constitute  a  violation  of the  provisions  of any law,
     regulation  and/or  agreement  restricting  the  redemption  of the  Common
     Stock),  (iv)  consideration  received  by the  Company  under  a  cashless
     exercise  program  (if  the  Company's  stock  is  publicly  traded),   (v)
     authorization  for the Company to retain from the total number of Shares as
     to which the Option is exercised that number of Shares having a Fair Market
     Value on the date of  exercise  equal to the  exercise  price for the total
     number of Shares as to which the  Option is  exercised,  or (vi) such other
     consideration  and method of payment for the issuance of Shares that may be
     permitted under Applicable Laws.

          The  Administrator  shall have the  authority to permit or require the
     Optionee to secure any promissory  note used to exercise an Option with the
     Shares  acquired  on exercise  of the Option  and/or with other  collateral
     acceptable to the Company.  In making its  determination  as to the type of
     consideration to accept, the Administrator  shall consider if acceptance of
     such consideration may be reasonably  expected to benefit the Company.  The
     Administrator  may at any time or from time to time grant  Options which do
     not  permit  all of the  foregoing  forms  of  consideration  to be used in
     payment of the option  price and/or  which  otherwise  restrict one or more
     forms of consideration.

     9. Exercise of Option.

          (a)  Procedure  for  Exercise;  Rights as a  Shareholder.  Any  Option
     granted  hereunder  shall be  exercisable  at such  times  and  under  such
     conditions  as  determined  by  the  Administrator,  including  performance
     criteria with respect to the Company  and/or the Optionee,  and as shall be
     permissible under the terms of the Plan. An Option may not be exercised for
     a fraction of a Share.

          An Option shall be deemed to be exercised  when the Company  receives:
     (i) written or electronic notice of exercise (in accordance with the Option
     Agreement)  from the person  entitled to exercise  the Option and (ii) full
     payment for the Shares with respect to which the Option is exercised.  Full
     payment  may,  as   authorized  by  the   Administrator,   consist  of  any
     consideration  and method of payment  authorized by the  Administrator  and
     permitted by the Option Agreement and the Plan. Shares issued upon exercise
     of an Option  shall be issued in the name of the  Optionee or, if requested
     by the Optionee,  in the name of the Optionee and his or her spouse.  Until
     the Shares are issued (as evidenced by the  appropriate  entry on the books
     of the Company or of a duly authorized  transfer agent of the Company),  no
     right to vote or receive  dividends  or any other  rights as a  shareholder
     shall  exist  with  respect  to the  Optioned  Stock,  notwithstanding  the
     exercise  of the Option.  The  Company  shall issue (or cause to be issued)
     such stock certificate  promptly upon exercise of the Option. No adjustment
     will be made for a dividend


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<PAGE>


     or other  right for which  the  record  date is prior to the date the stock
     certificate is issued, except as provided in Section 11 of the Plan.

          Exercise of an Option in any manner  shall result in a decrease in the
     number of Shares  thereafter  available,  both for purposes of the Plan and
     for sale under the  Option,  by the number of Shares as to which the Option
     is exercised.

          (b)  Termination  of  Employment.  If  an  Optionee  ceases  to  be an
     Employee,  such  Optionee may exercise his or her Option within such period
     of time as is  specified  in the Option  Agreement  to the extent  that the
     Option is vested on the date of termination (but in no event later than the
     expiration of the term of the Option as set forth in the Option Agreement).
     In the  absence of a  specified  time in the Option  Agreement,  the Option
     shall remain  exercisable  for three (3) months  following  the  Optionee's
     termination.  If, on the date of termination, the Optionee is not vested as
     to his or her entire Option,  the Shares covered by the unvested portion of
     the Option shall revert to the Plan.  If, after  termination,  the Optionee
     does not  exercise  his or her  Option  within  the time  specified  by the
     Administrator,  the Option shall terminate,  and the Shares covered by such
     Option shall revert to the Plan. No termination shall be deemed to occur if
     the Optionee is an Employee who becomes a Consultant or Director who is not
     also an employee, within the time specified herein.

          Notwithstanding  any  provision  to  the  contrary,  if an  Optionee's
     employment  with the Company  terminates for Cause,  all of such Optionee's
     unexercised  Options  shall  immediately  terminate  on the  date  of  such
     termination  of employment or service,  and Optionee shall have no right to
     exercise any unexercised Option on or after such date.

          (c) Disability of Optionee. If an Optionee ceases to be an Employee as
     a result of Optionee's  Disability,  the Optionee may within six (6) months
     from  the  date of  such  termination  (but  in no  event  later  than  the
     expiration  date of the term of such  Option  as set  forth  in the  Option
     Agreement), exercise an Option to the extent otherwise entitled to exercise
     it at the date of such  termination.  To the extent  that  Optionee  is not
     entitled to exercise the Option on the date of termination,  or if Optionee
     does not  exercise  such Option to the extent so  entitled  within the time
     specified  herein,  the Option shall  terminate,  and the Shares covered by
     such Option shall revert to the Plan.

          (d) Death of  Optionee.  If an Optionee  dies while an  Employee,  the
     Option may be exercised at any time within  eighteen (18) months  following
     the date of death (but in no event  later than the  expiration  date of the
     term of such  Option as set forth in the Option  Agreement),  to the extent
     the  Optionee  was  vested on the date of death.  If, at the time of death,
     Optionee is not vested as to the entire  Option,  the Shares covered by the
     unvested  portion of the Option shall revert to the Plan.  If the Option is
     not so  exercised  within  the time  specified  herein,  the  Option  shall
     terminate,  and the Shares covered by such Option shall revert to the Plan.
     The  Option  may be  exercised  by the  executor  or  administrator  of the
     Optionee's  estate or, if none, by the  person(s)  entitled to exercise the
     Option  under  the  Optionee's  will  or  under  the  laws of  descent  and
     distribution.

          (e) Buyout Provisions.  The Administrator may at any time offer to buy
     out for a payment in cash or Shares, an Option previously granted, based on
     such  terms  and  conditions  as  the  Administrator  shall  establish  and
     communicate to the Optionee at the time that such offer is made.


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<PAGE>


     10. Withholding to Satisfy Tax Obligations.

          (a) Permitted  Methods.  At the discretion of the  Administrator,  ___
     Optionees may satisfy  withholding  obligations as provided in this Section
     10. When an Optionee  incurs tax  liability in  connection  with an Option,
     which tax  liability is subject to tax  withholding  under  applicable  tax
     laws,  and the Optionee is obligated to pay the Company an amount  required
     to be withheld  under  applicable  tax laws,  the  Optionee may satisfy the
     withholding  tax  obligation  by one or some  combination  of the following
     methods: (i) by cash payment;  (ii) out of Optionee's current compensation;
     (iii) if permitted by the Administrator, in its discretion, by surrendering
     to the Company  Shares that (A) in the case of Shares  previously  acquired
     from the Company,  have been owned by the Optionee for more than six months
     on the date of  surrender,  and (B) have a Fair Market Value on the date of
     surrender  equal to or less than  Optionee's  marginal  tax rate  times the
     ordinary  income  recognized;  or (iv) by  electing  to  have  the  Company
     withhold from the Shares to be issued upon exercise of the Option,  if any,
     that  number of Shares  having a Fair  Market  Value equal to the amount of
     withholding  due. The Fair Market Value of the Shares to be withheld  shall
     be  determined  on the date that the amount of tax to be  withheld is to be
     determined.

          (b) Procedures for Stock Withholding.  All elections by an Optionee to
     have Shares withheld to satisfy tax withholding  obligations  shall be made
     in writing in a form acceptable to the  Administrator  and shall be subject
     to the following restrictions: (i) the election must be made on or prior to
     the applicable tax withholding  date; (ii) once made, the election shall be
     irrevocable  as to the  particular  Shares  of the  Option  as to which the
     election is made;  (iii) all  elections  shall be subject to the consent or
     disapproval  of the  Administrator;  (iv) if the  Optionee is an Officer or
     Director   within  the  meaning  of  Rule  16a-2  under  the  Exchange  Act
     ("Reporting  Person"),   the  election  must  comply  with  the  applicable
     provisions of Rule 16b-3 and shall be subject to such additional conditions
     or  restrictions  as may be required  thereunder to qualify for the maximum
     exemption  from  Section  16 of the  Exchange  Act  with  respect  to  Plan
     transactions.

     11.  Adjustments  upon Changes in  Capitalization,  Merger or Certain Other
Transactions.

          (a) Changes in  Capitalization.  Subject to any required action by the
     shareholders of the Company, the number and class of shares of Common Stock
     with respect to which Options may be granted under the Plan, the number and
     class of Shares of Common  Stock which are subject to  outstanding  Options
     granted under the Plan,  and the purchase price per Share of Common Stock ,
     if  applicable,  shall be  proportionately  adjusted  for any  increase  or
     decrease in the number of issued  Shares of Common Stock  resulting  from a
     stock  split,   reverse  stock  split,   stock  dividend,   combination  or
     reclassification  of the Common Stock, or any other increase or decrease in
     the number of issued  Shares of Common Stock  effected  without  receipt of
     consideration by the Company. The conversion of any convertible  securities
     of the Company shall not be deemed to have been "effected  without  receipt
     of consideration."  Adjustments shall be made by the  Administrator,  whose
     determination in that respect shall be final,  binding and conclusive.  If,
     by reason of a change in  Capitalization,  an Optionee shall be entitled to
     exercise an Option with respect to new,  additional or different  shares of
     stock, such new,  additional or different shares shall thereupon be subject
     to all of the conditions which were applicable to the Shares subject to the
     Option, as the case may be, prior to such Change in Capitalization.

          (b)  Dissolution  or  Liquidation.   In  the  event  of  the  proposed
     dissolution or liquidation of the Company,  the Administrator  shall notify
     each Optionee as soon as  practicable  prior to the effective  date of such
     proposed  action.  The  Administrator  in its discretion may provide for an
     Optionee to have the right to exercise his or her Option until fifteen (15)
     days prior to such


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<PAGE>


     transaction  as to all of the Optioned  Stock  covered  thereby,  including
     Shares as to which the Option would not  otherwise be  exercisable.  To the
     extent  it has not been  previously  exercised,  an Option  will  terminate
     immediately prior to the consummation of such proposed action.

          (c) Merger or Sale of  Assets.  If the  Company is to be  consolidated
     with or acquired by another entity in a merger or other  reorganization  in
     which  the  holders  of  the  outstanding   voting  stock  of  the  Company
     immediately  preceding the consummation of such event,  shall,  immediately
     following such event,  hold, as a group, less than a majority of the voting
     securities of the surviving or successor  entity, or in the event of a sale
     of all or  substantially  all of the Company's assets or otherwise (each, a
     "Change-of-Control"),  then each outstanding  Option shall be assumed or an
     equivalent option  substituted by the successor  corporation or a Parent or
     Subsidiary  of the successor  corporation.  In the event that the successor
     corporation  refuses to assume or substitute  for the Option,  the Optionee
     shall fully vest in and have the right to exercise  the Option as to all of
     the Optioned Stock,  including Shares as to which it would not otherwise be
     vested or exercisable. If an Option becomes fully vested and exercisable in
     lieu of  assumption  or  substitution  in the  event of a merger or sale of
     assets,  the  Administrator  shall  notify the Optionee in writing that the
     Option  shall be fully  exercisable  for a period of fifteen (15) days from
     the date of such notice, and the Option shall terminate upon the expiration
     of such  period.  For  purposes  of this  paragraph,  the  Option  shall be
     considered  assumed if, following the merger or sale of assets,  the option
     confers the right to purchase for each Share of Optioned  Stock  subject to
     the  Option  immediately  prior  to the  merger  or  sale  of  assets,  the
     consideration  (whether  stock,  cash,  or other  securities  or  property)
     received  in the merger or sale of assets by  holders  of Common  Stock for
     each Share held on the effective  date of the  transaction  (and if holders
     were offered a choice of consideration, the type of consideration chosen by
     the holders of a majority of the outstanding  Shares);  provided,  however,
     that if such consideration  received in the merger or sale of assets is not
     solely  common  stock  of the  successor  corporation  or its  Parent,  the
     Administrator may, with the consent of the successor  corporation,  provide
     for the  consideration to be received upon the exercise of the Option,  for
     each Share of Optioned  Stock  subject to the Option,  to be solely  common
     stock of the successor corporation or its Parent equal in fair market value
     to the per share  consideration  received by holders of Common Stock in the
     merger or sale of assets.

          (d) Certain  Distributions.  In the event of any  distribution  to the
     Company's  shareholders  of  securities of any other entity or other assets
     (other  than  dividends  payable in cash or stock of the  Company)  without
     receipt of  consideration  by the Company,  the  Administrator  may, in its
     discretion,  appropriately  adjust  the price  per  share of  Common  Stock
     covered  by  each  outstanding   Option  to  reflect  the  effect  of  such
     distribution.

     12.  Non-Transferability  of Options.  Except as otherwise provided in this
Section, Options may not be sold, pledged, assigned, hypothecated,  transferred,
or  disposed  of in any  manner  other than by will or by the laws of descent or
distribution  and may be  exercised  or  purchased  during the  lifetime  of the
Optionee, only by the Optionee. Notwithstanding the foregoing, the Administrator
may, in its discretion,  authorize all or a portion of the Options to be granted
to an Optionee to be transferred by such Optionee to (i) the spouse, children or
grandchildren of such Optionee  ("Immediate  Family  Members"),  (ii) a trust of
trusts for the benefit of an Immediate Family Member,  or (iii) a partnership in
which Immediate Family Members are the only partners,  provided,  that (x) there
is no  consideration  for such  transfer,  (y) the  Option  Agreement  expressly
provides for the transfer of the Options in accordance  with this  Section,  and
(z)  subsequent  transfers  of  such  Options  are  prohibited  except  by or in
accordance with the laws of descent or distribution.


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<PAGE>


     13. Time of Granting Options. The date of grant of an Option shall, for all
purposes,  be the  date on  which  the  Administrator  makes  the  determination
granting such Option, or such other date as is determined by the  Administrator.
Notice of the determination shall be given to each Employee to whom an Option is
so granted within a reasonable time after the date of such grant.

     14. Amendment and Termination of the Plan.

          (a) Amendment and Termination.  The Board or the  Administrator may at
     any time amend, alter, suspend or terminate the Plan.

          (b)  Shareholder  Approval.  To the extent  necessary and desirable to
     comply with Applicable Laws, the Company shall obtain shareholder  approval
     of any Plan amendment in such a manner and to such a degree as required.

          (c) Effect of  Amendment or  Termination.  No  amendment,  alteration,
     suspension  or  termination  of the Plan  shall  impair  the  rights of any
     Optionee,  unless  mutually agreed  otherwise  between the Optionee and the
     Administrator,  which  agreement  must  be in  writing  and  signed  by the
     Optionee  and the  Company.  Termination  of the Plan  shall not affect the
     Administrator's ability to exercise the powers granted to it hereunder with
     respect  to  Options  granted  under  the  Plan  prior  to the date of such
     termination.

     15. Conditions Upon Issuance of Shares.

          (a) Legal  Compliance.  Shares  shall not be  issued  pursuant  to the
     exercise of an Option  unless the  exercise of such Option and the issuance
     and delivery of such Shares pursuant thereto shall comply with all relevant
     provisions of law,  including,  without  limitation,  the Securities Act of
     1933, as amended,  the Exchange Act, the rules and regulations  promulgated
     thereunder, and the requirements of any Stock Exchange.

          (b) Investment  Representations.  As a condition to the exercise of an
     Option,  the Administrator may require the person exercising such Option to
     represent  and  warrant  to the  Company in writing at the time of any such
     exercise  that the  Shares  are being  purchased  only for  investment  and
     without any present  intention to sell or distribute such Shares,  and will
     not be sold or transferred other than pursuant to an effective registration
     thereof under the Exchange Act or pursuant to an exemption applicable under
     the  Securities  Act of 1933,  as  amended,  or the rules  and  regulations
     promulgated  thereunder.  The certificates evidencing any such Shares shall
     be appropriately legended to reflect their status as restricted securities.

          In the event the Shares  purchasable  pursuant to the exercise of this
     Agreement  have  been  registered  under  the  Securities  Act of 1933,  as
     amended,   at  the  time  this   Option   is   exercised,   the   preceding
     representations shall no longer be required of Optionee.

     16. Governing Law: Forum; Regulations and Other Approvals.

          (a) This Plan and the rights of all persons  claiming  hereunder shall
     be construed and  determined  in  accordance  with the laws of the State of
     Delaware,  excluding any conflicts or choice of law rule or principle  that
     might  otherwise  refer  construction  or  interpretation  of this  Plan or
     Agreement to the substantive law of another jurisdiction.


                                       10
<PAGE>


          (b) The federal and state courts of Illinois, County of Cook, shall be
     the  exclusive  jurisdiction  and venue for any court action in  connection
     with the  resolution of any dispute that may arise or relate to the Plan or
     Agreement.

          (c) The  obligation  of the  Company  to sell or deliver  Shares  with
     respect  to  Options  granted  under  the  Plan  shall  be  subject  to all
     Applicable  Laws, and the obtaining of all such  approvals by  governmental
     agencies as may be deemed necessary or appropriate by the Administrator.

          (d)  The  inability  of the  Company  to  obtain  authority  from  any
     regulatory  body  having  jurisdiction,  which  authority  is deemed by the
     Company's  counsel to be necessary  to the lawful  issuance and sale of any
     Shares hereunder,  shall relieve the Company of any liability in respect of
     the  failure  to issue or sell  such  Shares  as to  which  such  requisite
     authority shall not have been obtained.

          (e) The Plan is intended to comply with Rule 16b-3  promulgated  under
     the Exchange Act and the  Administrator  shall interpret and administer the
     provisions of the Plan or any Agreement in a manner  consistent  therewith.
     Any provisions  inconsistent  with such Rule shall be inoperative and shall
     not affect the validity of the Plan.

          (f) The  Administrator  may make such  changes as may be  necessary or
     appropriate  to comply  with the rules and  regulations  of any  government
     authority.

     17. Reservation of Shares. The Company, during the term of this Plan, shall
at all  times  reserve  and keep  available  such  number  of Shares as shall be
sufficient to satisfy the requirements of the Plan.

     18.  Agreements.  Options shall be evidenced by written  agreements in such
form as the Administrator shall approve from time to time.

     19.  Shareholder  Approval.  The Plan shall be subject to  approval  by the
shareholders of the Company within twelve (12) months after the date the Plan is
adopted by the Board of Directors.  Such shareholder  approval shall be obtained
in the degree and manner required under Applicable Law. All Options issued under
the Plan shall become void in the event such approval is not obtained.


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