(PAGE NUMBERS REFER TO PAPER DOCUMENT ONLY)

EXHIBIT 10.48


                  CENTRICS TECHNOLOGY, INC.
                      STOCK OPTION PLAN


     SECTION 1.  Establishment and Purpose.  Centrics
Technology, Inc., a corporation organized and existing under the
laws of the State of Delaware, h ereby establishes this Stock
Option Plan for selected officers and key employees of the
Company.  The purpose of the Plan is to induce officers and key
employees of the Company who are in a position to contribute
materially to the prosperity thereof to remain in the employ of
the Company, to offer them incentives and reward in recognition
of their contribution to the Company's progress, and to
encourage them to continue to promote the best interests of the
Company.  This Plan will also aid the Company in competing with
other enterprises for the services of new key personnel.

     SECTION 2.  Definitions and Rules of Construction.

          (a) "Affiliate" means any corporation (or other
business entity) controlling, controlled by, or under common
control with the Company.

          (b) "Board of Directors" or "Board" means the Board of
Directors of the Company.

          (d) "Cause" means:

              (i)   Conduct or activity of the Participant
materially detrimental to the Company's reputation or business
(including financial) operations;

              (ii)  Gross or habitual neglect or breach of duty
or misconduct of the Participant in discharging the duties of
his position; or

              (iii) Prolonged absence by the Participant from
his duties (other than on account of illness or disability)
without the consent of the Company.

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          (e) A "Change of Control" shall be deemed to have
occurred if (i) any Person becomes the beneficial owner (as
defined in Rule 13d-3 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), directly or indirectly, of
securities of the Company representing 50% or more of the
combined voting power of the Company's then outstanding
securities ordinarily (apart from rights accruing under special
circumstances) having the right to vote at elections of
directors ("Voting Securities"), (ii) individuals who constitute
the Incumbent Board cease for any reason to constitute at least
a majority thereof, or (iii) immediately prior to a
reorganization, merger or consolidation with respect to which
Persons that are Affiliates immediately prior to such
reorganization, merger or consolidation do not, immediately
thereafter, own, directly or indirectly, more than 50% of the
combined voting power entitled to vote generally in the election
of directors of the reorganized, merged or consolidated
company's then outstanding Voting Securities, or (iv) a
liquidation or dissolution of the Company or of the sale of all
or substantially all of the assets of the Company.  For purposes
of this Plan, the term "Person" shall mean and include any
individual, corporation, partnership, group, association or
other "person,"  as such term is used in Section 14(d) of the
Exchange Act, other than the Company, any Affiliate of the
Company or any employee benefit plan(s) sponsored or maintained
by the Company or any Affiliate thereof.

          (f) "Code" means the Internal Revenue Code of 1986, as
amended and in effect from time to time.

          (g) "Committee" or "Stock Option Committee" means the
Stock Option Committee provided for in Section 3 hereof.

          (h) "Company" means Centrics Technology, Inc.

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          (i) "Disinterested Director" means any member of the
Board of Directors who is an "outside director" for purposes of
Section 162(m) of the Code and  is a "non-employee director" for
purposes of Rule 16b-3 under the Securities Exchange Act of
1934.

          (j) "Fair Market Value" means the fair market value of
a share of the Company's Common Stock, as determined by the
Committee.

          (k) "Grant Date" means the date on which the Committee
approves the granting of an option hereunder.

          (l) "Incumbent Board" means the individuals who
constitute the Board on the effective date of the Plan; provided
that any person becoming a director subsequent to the date
hereof whose election, or nomination for election by the
Company's shareholders, was approved by a vote of the directors
comprising the Incumbent Board (either by a specific vote or by
approval of the proxy statement of the Company in which such
person is named as a nominee for director, without objection to
such nomination) shall, for purposes of this Plan, be deemed a
member of the Incumbent Board.

          (m) "Optionee" means any employee to whom an option is
granted under this Plan.

          (n) "Participant" means an employee selected by the
Committee for participation in the Plan.

          (o) "Permanent and Total Disability" means a
disability described in Section 22(e)(3) of the Code.

          (p) "Plan" means this Stock Option Plan, together with
any amendments thereto.

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          (q) It is intended that none of the options granted
under the Plan be treated as an "incentive stock option" as
defined in Section 422 of the Code.  In all respects the Plan
shall be interpreted and construed in a manner consistent with
this intention.

     SECTION 3.  Administration of the Plan.  The Plan shall be
administered by a Stock Option Committee consisting of two or
more non-employee directors, provided that if the Company is
subject to Section 162(m) of the Code or to the provisions of
Section 16 of the Securities Exchange Act of 1934, each member
of the Stock Option Committee shall also be a Disinterested
Director.  From time to time the Board may appoint members of
the Committee in substitution of members previously appointed;
fill vacancies, however caused, in the Committee; and appoint
alternate members of the Committee to act when a regular member
is absent; provided, however, that any members of the Committee
so appointed shall be Disinterested Directors if so required at
such time.

     The Committee shall select one of its members as chairman,
and shall hold meetings at such time and place as the chairman
shall determine.  A majority of the Committee shall constitute
a quorum at any meeting, and the acts of a majority of the
members present at such meeting, or acts approved in writing by
a majority of the Committee, shall be deemed to be acts of the
Committee.

     Subject to the terms and conditions of the Plan, the
Committee shall have the power:

              (i)   To select those key employees of the Company
to whom options will be granted;

              (ii)  To determine the number of shares to be
optioned to such employee;

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              (iii) To determine the time or times when options
shall be granted or exercised;

              (iv)  To prescribe the form and content of options
to be granted under the Plan;

              (v)   To cancel options previously granted under
the Plan;

              (vi)  To impose such other terms and conditions to
the grant or exercise of the options as it may deem necessary or
desirable;

              (vii) To adopt rules and regulations for
implementing the Plan; and

              (viii)To interpret and construe the Plan where
necessary, which interpretations and constructions shall be
final and conclusive upon Participants.

     SECTION 4.  Shares Subject to the Plan.

          (a) The aggregate number of shares for which options
may be granted under this Plan will be one hundred fifty
thousand (150,000) shares of the Company's common stock.  The
class of stock and number of shares shall be subject to
adjustment as provided in subsection (b) of this paragraph.  The
shares sold pursuant to the exercise of any option granted under
the Plan may be either treasury shares, or authorized and
unissued shares, or both.

          (b) In the event any stock dividend is declared upon
the common stock of the Company, or in the event the outstanding
shares of such stock shall be changed into or exchanged for a
different number or kind of shares of stock of the Company or of
another corporation, whether by reason of split up or
combination of shares, recapitalization, reclassification,
reorganization, merger, consolidation, or otherwise, the number
or kind of shares available for option and the shares subject to
any outstanding option shall be appropriately

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adjusted by the Committee to prevent dilution or enlargement of
the Optionee's potential stock interest in relation to other
holders of the Company's common stock.  With respect to
outstanding options, the total price applicable to the
unexercised portion of such option shall not change, but a
corresponding adjustment in the price for each share covered by
the unexercised portion of such option shall be made.

     SECTION 5.  Eligibility.  Options shall be granted only to
officers and key employees of the Company who perform services
of special importance to the management, operation and
development of the business of the Company.  In determining the
officers and key employees to be granted options, the Committee
may take into consideration the value of the services rendered
by the respective individuals, their present and potential
contributions to the success of the Company, and such other
factors as the Committee may deem relevant in accomplishing the
purposes of the Plan.

     SECTION 6.  Terms of Option.  Each option granted under the
Plan shall be subject to the following terms and conditions:

          (a) Option Price.  The price at which each share of
common stock covered by such option may be purchased shall be
established by the Committee, but shall not be less than the
Fair Market Value as of the date of grant.

          (b) Limitation on Transfer.  The option by its terms
shall not be transferable by the Optionee otherwise than by his
will or by the laws of descent and distribution and may be
exercised, during his lifetime, only by the Optionee.  No option
may be pledged or hypothecated, nor shall any option be subject
to execution, garnishment, attachment, or similar process.

          (c) Limitation on Exercise of Option.

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              (i)   General Rule.  Any option granted hereunder
shall, except as otherwise provided in this Section 6(c), be
exercisable at such times and under such conditions as
determined by the Committee in its full discretion.

              (ii)  Exception for Retirement, Disability or
Death. If the Optionee (i) retires from his employment with the
Company under the terms of any pension or retirement plan now
existing or hereafter adopted by the Company or any Affiliate or
(ii) terminates employment with the Company due to Permanent and
Total Disability or death, notwithstanding any limitations on
the right of exercise imposed by the Committee, any options held
by the Optionee shall become exercisable in full by the Optionee
or his estate or beneficiary during the period commencing on the
date of such termination of employment and ending twelve (12)
months thereafter; provided, however, that the Committee shall
have the discretion to extend the period during which such
options may be exercised.

              (iii) Exception for Change of Control.
Notwithstanding any limitations on the right of exercise imposed
by the Committee, in the event of a Change of Control, any
options held by an Optionee shall immediately be exercisable in
full.

          (d) Termination of Employment.

              (i)   Except as provided in Section 6(c)(ii) and
Section 6(c)(iii) hereof, if any Optionee shall terminate his
employment with the Company and its Affiliates prior to the time
at which under the terms of the grant an option becomes
exercisable with respect to 100% of the shares covered by the
option, then the portion of the option that is not currently
exercisable shall forthwith terminate and be forfeited unless
the Committee determines otherwise.  If at any

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time the Optionee's employment is terminated for Cause, then any
option held by him, to the extent not theretofore exercised,
shall forthwith terminate and be forfeited.

              (ii)  Except as provided in Section 6(c)(ii)
hereof, any outstanding options held by the Optionee and not
forfeited as provided above shall be exercisable during the
period ending on the earlier of (A) the end of the three (3)
month period following termination of employment, or (B) the
expiration of the period during which the Optionee would have
been entitled to exercise the option if he had not terminated
employment; provided, however, that the Committee shall have the
discretion to extend the period during which such options may be
exercised.

     SECTION 7.  Employment.  Nothing contained in the Plan, or
in any option granted pursuant to the Plan, shall confer upon
any Participant or Optionee any right with respect to the
continuance of his employment with the Company or any of its
Affiliates, nor shall it interfere in any way with the right of
the Company or any of its Affiliates to terminate the Optionee's
employment or change his compensation at any time.

     SECTION 8.  Manner of Exercise; Proceeds.  Options shall be
exercised by the Optionee or his estate or beneficiary by
executing a Stock Purchase and Employee Shareholder Agreement in
the form attached to this Plan as Exhibit A, or if the Company's
common stock to be issued upon such exercise is registered with
the Securities and Exchange Commission under the Securities Act
of 1933, by giving written notice to the Company of the
intention to exercise the option, accompanied in either case by
full payment of the purchase price of the shares with respect to
which the option is exercised.  Such full payment shall be
tendered by the Optionee either (a) in cash or (b) to the extent
authorized by the Committee, in shares of the Company's

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common stock (provided that the Optionee purchased such shares
in the open market, or the Optionee has held such shares for
more than six months), with a certificate representing such
shares duly endorsed for transfer or with any other documents
that may be reasonably required by the Company to effectuate the
transfer of the shares.  Ownership of the shares acquired upon
exercise of the option shall vest when the Company's secretary
or transfer agent (as the case may be) records the transfer of
such shares to the Optionee on the permanent books of the
Company.  The proceeds derived by the Company upon the exercise
of any options will be used for general corporate purposes.

     SECTION 9.  Securities Matters.  The Committee, if it deems
it appropriate, may condition the grant of any option, or the
delivery of shares upon the exercise of any option, upon receipt
of an appropriate investment representation from the Optionee.
The Company, in its discretion, may postpone the issuance and
delivery of shares upon any exercise of an option until
completion of registration or other qualification of the shares
under any state or federal law, rule, or regulation as the
Company may consider appropriate.  The Company may further
require any person exercising an option to make such
representations and furnish such information as it may consider
appropriate in connection with the issuance of the shares in
compliance with applicable law.

     SECTION 10. Amendment and Termination.  The Board of
Directors may at any time amend or terminate the Plan; provided,
however, that (a) no such action shall modify the terms of
Section 6(c)(iii), providing that options shall become fully
exercisable in the event of a Change of Control, or shall
adversely affect or impair the rights of an Optionee in any
outstanding options held by him without his consent, (b) unless
the shareholders of the Company shall have

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first given their approval, no amendment shall increase the
total number of shares available for options under the Plan,
except by operation of the adjustment provisions of Section
4(b), and (c) if the Company has a class of equity securities
registered under Section 12 of the Securities Exchange Act of
1934 at the time of such revision or amendment, the following
revisions or amendments shall require approval of the
shareholders of the Company:

             (i) any change in the designation of the class of
persons eligible to be granted Options; or

            (ii) any material increase in the benefit accruing
to Participants under the Plan.

     SECTION 11. Tax Withholding.  Upon the exercise of any
stock option hereunder, the Company shall have the right to
require the Optionee to remit to the Company an amount
sufficient to satisfy all federal, state, and local withholding
tax requirements prior to the transfer of any shares of stock to
the Optionee on the permanent books of the Company or the
delivery of any shares of stock to the Optionee.

     SECTION 12. Beneficiary Designation.  Each Participant in
the Plan may, from time to time, name a beneficiary to whom any
rights under Section 6(c)(ii) of the Plan shall be transferred
in the event of his death.  Each designation shall revoke all
prior designations by the same Participant, shall be in a form
prescribed by the Committee, and shall be effective only when
filed by the Participant in writing with the Committee during
his lifetime.  In the absence of any such designation, in the
event of the Participant's death any rights pursuant to Section
6(c)(ii) hereunder shall be exercisable by his estate, subject
to the terms of the Plan.

     SECTION 13. Governing Law.  The Plan, and all options
hereunder, shall be construed in accordance with and governed by
the laws of the State of Missouri.

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     SECTION 14. Effective Date of the Plan.  The Plan is
effective as of November 30, 2001.

































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