Exhibit 10.11

                        Socrates Technologies Corporation
                              STOCK OPTION PLAN FOR
                             NON-EMPLOYEE DIRECTORS


         1. Purpose of the Plan. The purpose of the Plan is to promote the
interests of the Company and its shareholders by attracting and retaining
highly-qualified Outside Directors (as defined herein) with an investment
interest in the future success of the Company.

            All options granted hereunder shall be nonstatutory stock options.

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

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

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

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

            (d) "Company" means Socrates Technologies Corporation, a Delaware
corporation.

            (e) "Director" means a member of the Board.

            (f) "Employee" means any person, including officers and Directors,
employed by the Company or any Subsidiary of the Company. The payment of a
Director's fee by the Company shall not be sufficient in and of itself to
constitute "employment" by the Company.

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

            (h) "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 Nasdaq
National Market or The Nasdaq 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


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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, the Fair Market Value of
a Share of Common Stock shall be the mean between the high bid and low asked
prices for the Common Stock on the date immediately preceding the date of
determination, as reported in The Wall Street Journal or such other source as
the Board deems reliable, 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
Board.

            (i) "Inside Director" means a Director who is an Employee.

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

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

            (l) "Optionee" means a Director who holds an Option.

            (m) "Outside Director" means a Director who is not an Employee.

            (n) "Plan" means this Stock Option Plan for Non-Employee Directors.

            (o) "Prior Option" means an Option that is outstanding on September
30, 1999, but excluding Option grants that are effective as of that date.

            (p) "Retirement" means termination of an Optionee's status as a
Director at or after age seventy (70) other than upon the Optionee's death or
total and permanent disability (as defined in Section 22(e)(3) of the Code).

            (q) "Share" means a share of the Common Stock, as adjusted in
accordance with Section 10 of the Plan.

            (r) "Subsidiary" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Internal Revenue Code of
1986.



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         3. Stock Subject to the Plan. Subject to the provisions of Section 10
of the Plan, the maximum aggregate number of Shares, which may be optioned and
sold under the Plan is 500,000 Shares of Common Stock (the "Pool"). The Shares
may be authorized, but unissued, or reacquired Common Stock.

            If an Option expires or becomes unexercisable without having been
exercised in full, the unpurchased Shares which were subject thereto shall
become available for future grant or sale under the Plan (unless the Plan has
terminated). Shares that have actually been issued under the Plan shall not be
returned to the Plan and shall not become available for future distribution
under the Plan.

         4. Administration and Grants of Options under the Plan.

            (a) Procedure for Grants. The provisions set forth in this Section
4(a) shall not be amended more than once every six months, other than to comport
with changes in the Code, the Employee Retirement Income Security Act of 1974,
as amended, or the rules thereunder. All grants of Options to Outside Directors
under this Plan shall be automatic and non-discretionary and shall be made
strictly in accordance with the following provisions:

               (i) No person shall have any discretion to select which Outside
Directors shall be granted Options or to determine the number of Shares to be
covered by Options granted to Outside Directors.

               (ii) Each person who first becomes an Outside Director on or
after September 1, 1999 shall be automatically granted an option to purchase
25,000 Shares, as adjusted in accordance with Section 10 (the "Initial Option"),
on the date such person first becomes an Outside Director, whether through
election by the shareholders of the Company or appointment by the Board to fill
a vacancy; provided, however, that an Inside Director who ceases to be an Inside
Director but who remains a Director shall not receive an Initial Option.

               (iii) Subject to shareholder ratification of the Plan and
effective January 4, 2000 and on each anniversary thereof on which the person is
an Outside Director, each Outside Director shall be automatically granted an
Option to purchase 25,000 Shares (an "Annual Option") provided he or she is then
an Outside Director; provided, however, that (A) no Annual Option shall be
granted to an Outside Director who received an Initial Option in the preceding
nine months; and (B) an Outside Director with a Prior Option to purchase 25,000
Shares shall be ineligible to receive an Annual Option pursuant to this
subsection (iii) unless such Prior Option was granted at least 360 days prior to
the applicable Annual Option grant date.



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               (iv) Notwithstanding the foregoing, the Option grants described
in subsections (ii) and (iii) hereof shall be subject to and conditioned upon
shareholder approval of the Plan at a shareholders' meeting to be held prior to
December 31, 2000.

               (v) The terms of an Initial Option granted hereunder shall be as
follows:

                  (A) the term of the Initial Option shall be ten (10) years.

                  (B) the Initial Option shall be exercisable only while the
Outside Director remains a Director of the Company, except as set forth in
Sections 8 and 10 hereof.

                  (C) the exercise price per Share shall equal the Fair Market
Value per Share determined as of the date of grant of the Initial Option.

                  (D) subject to Sections 8(d) and 10 hereof, the Initial Option
shall become exercisable as to fifty percent (50%) of the Shares subject to the
Initial Option on each anniversary of its date of grant, provided that the
Optionee continues to serve as a Director on such dates.

               (vi) The terms of the Annual Option granted hereunder shall be as
follows:

                  (A) the term of the Annual Option shall be ten (10) years.

                  (B) the Annual Option shall be exercisable only while the
Outside Director remains a Director of the Company, except as set forth in
Sections 8 and 10 hereof.

                  (C) the exercise price per Share shall equal the Fair Market
Value per Share determined as of the date of grant of the Annual Option.

                  (D) subject to Sections 8(d) and 10 hereof, the Annual Option
shall become exercisable as to fifty percent (50%) of the Shares subject to the
Annual Option on each anniversary of its date of grant, provided that the
Optionee continues to serve as a Director on such dates.

               (vii) In the event that any Option granted under the Plan would
cause the number of Shares subject to outstanding Options plus the number of
Shares previously purchased under Options to exceed the Pool, then the remaining
Shares available for Option grant shall be granted under


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Options to the Outside Directors on a pro rata basis. No further grants shall be
made until such time, if any, as additional Shares become available for grant
under the Plan through action of the Board or the shareholders to increase the
number of Shares which may be issued under the Plan or through cancellation or
expiration of Options previously granted hereunder.

                  (b)      Prior Options. Notwithstanding the foregoing, subject
to Section 10 hereof, Prior Options shall become exercisable in two (2) equal
installments of a whole number of Shares on the first and second anniversaries
of the date of grant of such Prior Options, provided that the Optionee continues
to serve as a Director on such dates.

         5. Eligibility. Options may be granted only to Outside Directors. All
Options shall be automatically granted in accordance with the terms set forth in
Section 4 hereof.

            The Plan shall not confer upon any Optionee any right with respect
to continuation of service as a Director or nomination to serve as a Director,
nor shall it interfere in any way with any rights which the Director or the
Company may have terminate the Director's relationship with the Company at any
time.

         6. Term of Plan. The term of the Plan shall be ten (10) years. Either
party may terminate this Agreement upon 30 days' prior written notice to the
other party and may do so without liability whatsoever to the other party.

         7. Form of Consideration. The consideration to be paid for the Shares
to be issued upon exercise of an Option, including the method of payment, shall
consist of (i) cash, (ii) check, (iii) other shares which (x) in the case of
Shares acquired upon exercise of an Option, have been owned by the Optionee for
more than six (6) months on the date of surrender, and (y) have a Fair Market
Value on the date of surrender equal to the aggregate exercise price of the
Shares as to which said Option shall be exercised, (iv) delivery of a properly
executed exercise notice together with such other documentation as the Company
and the broker, if applicable, shall require to effect an exercise of the Option
and delivery to the Company of the sale or loan proceeds required to pay the
exercise price, or (v) any combination of the foregoing methods of payment.

         8. Exercise of Option.

            (a) Procedure for Exercise; Rights as a Shareholder. Any Option
granted hereunder shall be exercisable at such times as are set forth in Section
4 hereof.



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            An Option may not be exercised for a fraction of a Share. An Option
shall be deemed to be exercised when written notice of such exercise has been
given to the Company in accordance with the terms of the Option by the person
entitled to exercise the Option and full payment for the Shares with respect to
which the Option is exercised has been received by the Company. Full payment may
consist of any consideration and method of payment allowable under Section 7 of
the Plan. Until the issuance (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company) of the
stock certificate evidencing such Shares, 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. A share certificate for the
number of Shares so acquired shall be issued to the Optionee as soon as
practicable after exercise of the Option. No adjustment shall 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 10 of the Plan.

            Exercise of an Option in any manner shall result in a decrease in
the number of Shares which thereafter may be 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) Rule 16b-3. Options granted to Outside Directors must comply
with the applicable provisions of Rule 16b-3 promulgated under the Exchange Act
or any successor thereto and shall contain such additional conditions or
restrictions as may be required thereunder to qualify Plan transactions, and
other transactions by Outside Directors that otherwise could be matched with
Plan transactions, for the maximum exemption from Section 16 of the Exchange
Act.

            (c) Termination of Continuous Status as a Director. Subject to
Section 10 hereof, in the event an Optionee's status as a Director terminates
(other than upon the Optionee's Retirement as provided in Section 8(d) below or
upon the Optionee's death or total and permanent disability (as defined in
Section 22(e)(3) of the Code)), the Optionee may exercise his or her Option, but
only within six (6) months (thirty (30) days in the case of a Prior Option)
following the date of such termination, and only to the extent that the Optionee
was entitled to exercise it on the date of such termination (but in no event
later than the expiration of its ten-(10) year term). To the extent that the
Optionee was not entitled to exercise an Option on the date of such termination,
and to the extent that the Optionee does not exercise such Option (to the extent
otherwise so entitled) within the time specified herein, the Option shall
terminate.

            (d) Retirement of Optionee. In the Optionee's status as a Director
terminates as a result of Retirement, the Optionee's Options (excluding any
Prior


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Options) shall become fully exercisable, including as to Shares for which the
Options would not otherwise be exercisable. Such Options shall remain
exercisable for a period of twelve (12) months following the date of such
termination (but in no event later than the expiration of its ten (10) year
term). To the extent that the Optionee does not exercise any such Option within
the time specified herein, the Option shall terminate.

            (e) Disability of Optionee. In the event Optionee's status as a
Director terminates as a result of total and permanent disability (as defined in
Section 22(e)(3) of the Code), the Optionee may exercise his or her Option, but
only within twelve (12) months (ninety (90) days in the case of a Prior Option)
following the date of such termination, and only to the extent that the Optionee
was entitled to exercise it on the date of such termination (but in no event
later than the expiration of its ten-(10) year term). To the extent that the
Optionee was not entitled to exercise an Option on the date of termination, or
if he or she does not exercise such Option (to the extent otherwise so entitled)
within the time specified herein, the Option shall terminate.

            (f) Death of Optionee. In the event of an Optionee's death, the
Optionee's estate or a person who acquired the right to exercise the Option by
bequest or inheritance may exercise the Option, but only within twelve (12)
months (ninety (90) days in the case of a Prior Option) following the date of
death, and only to the extent that the Optionee was entitled to exercise it on
the date of death (but in no event later than the expiration of its ten (10)
year term). To the extent that the Optionee was not entitled to exercise an
Option on the date of death, and to the extent that the Optionee's estate or a
person who acquired the right to exercise such Option does not exercise such
Option (to the extent otherwise so entitled) within the time specified herein,
the Option shall terminate.

         9. Non-Transferability of Options. The Option 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, during the
lifetime of the Optionee, only by the Optionee.

         10. Adjustments Upon Changes in Capitalization, Dissolution, Merger or
Asset Sale.

            (a) Changes in Capitalization. Subject to any required action by the
shareholders of the Company, the number of Shares covered by each outstanding
Option, the number of Shares which have been authorized for issuance under the
Plan but as to which no Options have yet been granted or which have been
returned to the Plan upon cancellation or expiration of an Option, as well as
the price per Share covered by each such outstanding Option, and the number of
Shares issuable pursuant to the automatic grant provisions of


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Section 4 hereof shall be proportionately adjusted for any increase or decrease
in the number of issued Shares 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 effected without
receipt of consideration by the Company; provided, however, that conversion of
any convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration." Except as expressly provided
herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of Shares subject to an Option.

            (b) Changes in Control. In the event of a change in control
(hereinafter defined) of the Company, an Optionee's Options will become
exercisable in full if, within one year of such change in control, such Optionee
ceases for any reason to be a Director. A change in control will be deemed to
have occurred if (i) there is consummated (X) any consolidation or merger of the
Company in which the Company is not the continuing or surviving corporation or
pursuant to which Shares are converted into cash, securities or other property,
other than a merger of the Company in which the holders of Shares immediately
prior to the merger have the same proportionate ownership of Common Stock of the
surviving corporation immediately after the merger, or (Y) any sale, lease,
exchange or other transfer (in one transaction or a series of related
transactions) of all, or substantially all, of the assets of the Company; or
(ii) the shareholders of the Company approve any plan or proposal for the
liquidation or dissolution of the Company; or (iii) any person (as such term is
used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 (the
"1934 Act")) becomes the beneficial owner (within the meaning of Rule 13d-3
under the 1934 Act) of, or commences a tender offer for, 40% or more of the
outstanding Shares. Any exercise of an Option permitted in the event of a change
of control must be made within thirty (30) days of the related Optionee's
termination as a Director.

            (c) Company Reorganizations. In the event that the Company is to be
dissolved or liquidated, or the Company is a party to a merger or consolidation
with another corporation in which the Company will not be the surviving entity
or in which the outstanding Shares will be converted into cash, securities or
other property, or in the event that the Company is a party to a reorganization,
then upon exercise of the Options, the holder thereof shall be entitled only to
receive for the exercise price per share thereof the amount of cash, securities
or other property into or for which one Share was converted or exchanged
multiplied by the number of Shares subject to such Option.

         11. Amendment and Termination of the Plan.

            (a) Amendment and Termination. Except as set forth in


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Section 4, the Board may at any time amend, alter, suspend, or discontinue the
Plan, but no amendment, alteration, suspension, or discontinuation shall be made
which would impair the rights of any Optionee under any grant theretofore made,
without his or her consent. In addition, to the extent necessary and desirable
to comply with Rule 16b-3 under the Exchange Act (or any other applicable law or
regulation), the Company shall obtain shareholder approval of any Plan amendment
in such a manner and to such a degree as required.

            (b) Effect of Amendment or Termination. Any such amendment or
termination of the Plan shall not affect Options already granted and such
Options shall remain in full force and effect as if this Plan had not been
amended or terminated.

         12. Time of Granting Options. The date of grant of an Option shall, for
all purposes, be the date determined in accordance with Section 4 hereof.

         13. Conditions Upon Issuance of Shares. 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, state securities laws, and the requirements of any stock exchange
upon which the Shares may then be listed, and shall be further subject to the
approval of counsel for the Company with respect to such compliance.

            As a condition to the exercise of an Option, the Company may require
the person exercising such Option to represent and warrant 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, if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned relevant provisions of law.

            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.

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

         15. Option Agreement. Options shall be evidenced by written option
agreements in such form as the Board shall approve.



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         16. Shareholder Approval. The Plan was originally adopted by the Board
on August 3, 1999, and shall be submitted for shareholder approval in year 2000.

     IF THE SHAREHOLDERS FAIL TO RATIFY THE PLAN IN THE YEAR 2000, THEN ALL
      OPTIONS SHALL BE IMMEDIATELY NULL AND VOID, WITHOUT EFFECT OF FORCE.
     NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN OR IN ANY STOCK OPTION
   AGREEMENT UNDER THE PLAN, THE DATE ON WHICH VESTING OCCURS UNDER AN OPTION
        SHALL BE EXTENDED IN THE EVENT THAT, AND UNTIL, THE SHAREHODERS
                             HAVE RATIFIED THE PLAN.





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