Exhibit 10.21


                         TELESOURCE INTERNATIONAL, INC.
                  2000 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN

     1.  Purpose.  The  purpose  of this Plan is to  advance  the  interests  of
Telesource  International,  Inc.  (hereinafter  the "Company"),  by enabling the
Company to attract,  retain and motivate  qualified  individuals to serve on the
Company's  Board of  Directors,  and to align the  financial  interests  of such
individuals  with  those  of the  Company's  shareholders  by  providing  for or
increasing  their ownership  interest in the Company.  Options granted under the
Plan are not qualified  under Section 422 of the Internal  Revenue Code of 1986,
as amended (the "Code").

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

          (a) "Administrator" means the Board of Directors of the Company and/or
     Committee appointed by the Board 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 (i) the  Participant's  negligent or willful failure
     to perform  duties as a member of the Board 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 Board  policies,  standards or regulations  governing its members 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  as a  member  of the  Board,  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,  its
     Board, or any other Board member,  or of any statutory duty to the Company,
     its Board,  or any other Board member;  or (vi) the  Participant's  willful
     dishonesty, fraud, or misconduct with respect to the business or affairs of
     the Company or its Board.

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

          (h) "Committee" means a committee appointed by the Board to administer
     the Plan in accordance with Section 4 hereof,  and to perform the functions
     set forth herein.

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


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

          (k) "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.

          (l) "Director" means a member of the Board of Directors of the Company
     or any of 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.

          (m)  "Disability"  means total and permanent  disability as defined in
     the Company's long term disability insurance plan.

          (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) "Non-Employee  Director" means a member of the Board who is not at
     the time also an employee of the Company or any Affiliate.

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

          (s) "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.

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

          (u) "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.


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

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

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

          (y) "Plan" means the Telesource International,  Inc. 2000 Non-Employee
     Director Stock Option Plan.

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

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

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

          (cc) "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 Two Hundred Eighty Five Thousand (285,000) 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 and/or
     by a duly  appointed  Committee of the Board having such powers as shall be
     specified by the Board.  The Board shall fill vacancies on and from time to
     time and may remove or add members of the Committee. The Board or Committee
     shall act pursuant to a majority vote or unanimous written consent.

          (b) Powers of the Administrator. Subject to the provisions of the Plan
     and, in the case of a Committee, the specific duties delegated by the Board
     to such Committee, 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  Non-Employee  Directors  to whom Options may from
          time to time be granted hereunder;


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               (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) to retain attorneys, consultants and accountants to assist
          in making such decisions,  determinations and interpretations that are
          required to be made under terms of the Plan;

               (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 service 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

               (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


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<PAGE>


     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 a
     Director of the Company,  nor shall it interfere in any way with his or her
     right or the Board'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  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.

          (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), but only if


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     such  will  not  result  in an  accounting  charge  to  the  Company,  (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,  but only if such  will not  result in an
     accounting  charge to the  Company,  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.

     The  award  of  any  Option  may,  but  need  not,  be  conditioned  on the
Non-Employee  Director electing to forego his or her right to all or any part of
his or her cash retainer or other fees.

     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  established by the Board,  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  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  Relationship.  If  an  Optionee  ceases  to be a
     Non-Employee Director,  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


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     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.

          Notwithstanding  any  provision  to  the  contrary,  if an  Optionee's
     service  with the Board as a Director  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 a Non-Employee
     Director 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 a  Non-Employee
     Director,  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.

     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,  provided such method of withholding  will not
     result in an accounting charge to the Company;  or (iv) by electing to have
     the Company withhold from the Shares to be


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     issued upon exercise of the Option,  if any, that number of Shares having a
     Fair Market Value equal to the amount of  withholding  due,  provided  such
     method  of  withholding  will not  result  in an  accounting  charge to the
     Company.  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 a 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.

          No right to purchase or receive  fractional  shares  shall result from
     any adjustment in any Option pursuant to this Section 11(a). In case of any
     such  adjustment,  the shares  subject to the Option shall be rounded up to
     the nearest whole share of Common Stock.

          (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  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


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     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.

     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.


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<PAGE>


          (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.

          (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.


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<PAGE>


          (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 a majority of the  disinterested  members of 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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