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                1992 STOCK OPTION PLAN OF WOODLAKE VILLAGE ASSOCIATES, INC.


                                          STOCK OPTION AGREEMENT



         This Stock Option  Agreement (the  "Agreement")  is made by and between
WOODLAKE VILLAGE  ASSOCIATES Inc., a Delaware  corporation (the "Company"),  and
Jehu  Hand  (the  "Optionee")  as of the date set  forth on the  signature  page
hereto.

                                                  R E C I T A L S

         A. The Board of Directors of the Company (the "Board") has  established
the 1992 Stock  Option  Plan of the  Company  (the  "Plan"),  for the purpose of
providing to Employees and Directors of the Company and others an opportunity to
acquire shares of the Company's $.001 par value common stock (the "Shares"); and

         B.  The  Board  of  Directors  or the  Stock  Option  Committee  of the
Company's Board of Directors (the "Committee")  appointed to administer the Plan
has  determined  that it would be to the  advantage  and  best  interest  of the
Company and its shareholders to grant the non-qualified stock option,  Incentive
stock option or restricted stock grant provided for herein (the "Option") to the
Optionee  as an  inducement  to remain in the  service of the  Company and as an
Incentive for Increased efforts during such service, and has advised the Company
thereof and instructed it to issue the Option.

                                                 A G R E E M E N T

         NOW,  THEREFORE,  in consideration  of the mutual  covenants  contained
herein and other  good and  valuable  consideration,  receipt of which is hereby
acknowledged, the parties hereto do hereby agree as follows:

                                                     ARTICLE I

                                                    DEFINITIONS

         Whenever the  following  terms are used in this  Agreement,  they shall
have the meaning  specified  below unless the context  clearly  indicates to the
contrary. Capitalized terms used herein and not otherwise defined shall have the
meaning set forth in the Plan. The masculine  pronoun shall Include the feminine
and neuter, and the singular the plural, where the context so indicates.

Section 1.1 - Code

         "Code" shall mean the Internal Revenue Code of 1986, as amended.

Section 1.2 - Company

         "Company"  shall mean  WOODLAKE  VILLAGE  ASSOCIATES  Inc. In addition,
"Company"  shall mean any  corporation  assuming,  or issuing new employee stock
options in  substitution  for the Option and Incentive Stock Options (as defined
in Section 1.7 of the Plan),  outstanding  under the Plan, in a  transaction  to
which Section 425(a) of the Code applies.

Section 1.3 - Option

         "Option" shall mean the option to purchase $.001 par value common stock
of the Company granted under this Agreement.



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Section 1.4 - Plan

         "Plan" shall mean the 1992 Stock Option Plan of the Company.

Section 1.5 - Secretary

         "Secretary" shall mean the Secretary of the Company.

Section 1.6 - Securities Act

         "Securities Act" shall mean the Securities Act of 1933, as amended.

                                                    ARTICLE II

                                                  GRANT OF OPTION

Section 2.1 - Grant of Option

         In  consideration  of the Optionee's  agreement to render  faithful and
efficient services to the Company and for other good and valuable consideration,
on the date set forth on the  Signature  Page hereof (the "Date of Grant"),  the
Company  irrevocably  grants to the  Optionee the option to purchase any part or
all of an  aggregate  of the  number of Shares set forth on the  Signature  Page
hereof and upon the terms and conditions set forth in this Agreement.

Section 2.2 - Purchase Price

         The  purchase  price of the Shares  covered by the Option  shall be the
amount set forth on the Signature Page hereof and shall be without commission or
other charge (the "Purchase Price").

Section 2.3 - Reservation of Rights

         Nothing  in the Plan or in this or any  Stock  Option  Agreement  shall
confer upon the  Optionee  any right to continue in the employ of the Company or
any Subsidiary or shall  interfere with or restrict in any way the rights of the
Company and its Subsidiaries,  which are hereby expressly reserved, to discharge
the Optionee at any time for any reason whatsoever, with or without cause.


Section 2.4 - Adjustments in Option

         In the event  that the  outstanding  Shares  subject  to the Option are
changed  into or  exchanged  for a  different  number  or kind of  shares of the
Company or other  securities of the Company by reason of merger,  consolidation,
recapitalization,   reclassification,   stock  split  up,  stock  dividend,   or
combination of shares,  the Committee  shall make an  appropriate  and equitable
adjustment in the number and kind of shares as to which the Option,  or portions
thereof then unexercised, shall be exercisable, to the end that after such event
the  Optionee's  proportionate  interest  shall  be  maintained  as  before  the
occurrence  of such event.  Such  adjustment in the Option shall be made without
change in the total price  applicable to the  unexercised  portion of the Option
(except for any change in the aggregate  price  resulting from  rounding-off  of
share quantities or prices) and with any necessary  corresponding  adjustment in
the Purchase Price. Any such adjustment made by the Committee shall be final and
binding  upon  the  Optionee,  the  Company,  the  Subsidiaries  and  all  other
interested persons.


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                                                    ARTICLE III

                                             PERIOD OF EXERCISABILITY

Section 3.1 - Commencement of Exercisability

         (a)      The Option shall become exercisable in cumulative installments
 as set forth on the signature page
hereto.

         (b) Excluding Saturdays,  Sundays, and nationally  recognized holidays,
if the Optionee is absent from employment for any reason other than vacation for
an aggregate  period  exceeding sixty (60) days during the annual period between
the Date of Grant and the First  Anniversary Date or any successive  Anniversary
Date and the following  Anniversary Date, then the latter Anniversary Date shall
be postponed by the number of all such days of absence. This paragraph (b) shall
not apply to Optionees who are Directors but not Employees of the Company.

Section 3.2 - Duration of Exercisability

         The installments provided for in Section 3.1 are cumulative.  Each such
installment  which  becomes  exercisable  pursuant to Section  3.1 shall  remain
exercisable  until the  expiration  date set forth on the signature page of this
Agreement or until it becomes unexercisable under the Plan, whichever is sooner.



Section 3.3 - Assumption of Option; Acceleration of Exercisability

         In the event of the merger or consolidation of the Company with or into
another corporation,  or the acquisition by another corporation or person of all
or substantially  all of the Company's assets or eighty percent (80%) or more of
the Company's then  outstanding  voting stock, or the liquidation or dissolution
of the Company, such Option shall be assumed or an equivalent option substituted
by any  successor  corporation  of the Company.  The Company  undertakes to make
reasonable and adequate  provision for such  assumption or  substitution  of the
Option  upon or in  connection  with such  merger,  consolidation,  acquisition,
liquidation, or dissolution.  The Committee may also, in its absolute discretion
and upon such  terms  and  conditions  as it deems  appropriate,  by  resolution
adopted  prior to such event,  provide that at some time prior to the  effective
date of such  event this  Option  shall be  exercisable  as to all of the Shares
covered hereby,  notwithstanding  that this Option may not yet have become fully
exercisable under Section 3.1.

Section 3.4 - Option Not Transferable

         Neither the Option nor any  interest or right  therein or part  thereof
shall be liable for the debts,  contracts, or engagements of the Optionee or his
successors  in  interest  or  shall  be  subject  to  disposition  by  transfer,
alienation,  anticipation,  pledge, encumbrance,  assignment, or any other means
whether such  disposition be voluntary or involuntary or by operation of law, by
judgment,  levy,  attachment,  garnishment  or  any  other  legal  or  equitable
proceedings (Including bankruptcy),  and any attempted disposition thereof shall
be null and void and of no effect;  provided,  however,  that this  Section  3.5
shall not prevent  transfers  by will or by the  applicable  laws of descent and
distribution.



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                                                    ARTICLE IV

                                                EXERCISE OF OPTION

Section 4.1 - Person Eligible to Exercise

         During the  lifetime of the  Optionee,  only he or she may exercise the
Option or any portion thereof.  After the death of the Optionee, any exercisable
portion  of  the  Option  may,  prior  to  the  time  when  the  Option  becomes
unexercisable,  be  exercised by his or her  personal  representative  or by any
person empowered to do so under the Optionee's will or under the then applicable
laws of descent and distribution.

Section 4.2 - Partial Exercise

         Any  exercisable  portion of the Option or the entire  Option,  if then
wholly  exercisable,  may be  exercised in whole or in part at any time prior to
the time when the  Option or portion  thereof  becomes  unexercisable  under the
Plan; provided,  however,  that each partial exercise shall be for not less than
one hundred (100) Shares (or minimum  installment set forth in Section 3.1, if a
smaller number of Shares) and shall be for whole Shares only.

Section 4.3 - Manner of Exercise

         The Option, or any exercisable portion thereof, may be exercised solely
by delivery to the Secretary or the  Secretary's  office of all of the following
prior to the time when the Option or such portion  becomes  unexercisable  under
the Plan:

         (a) Notice in writing  signed by the  Optionee or the other person then
entitled to exercise the Option or portion  thereof,  stating that the Option or
portion thereof is thereby exercised,  such notice complying with all applicable
rules established by the Committee; and

         (b)  (i) Full payment (in cash or by check) for the Shares with respect
 to which such Option or portion
         is exercised; or

             (ii)  Shares  of any  class  of the  Company's  stock  owned by the
         Optionee  duly  endorsed for transfer to the Company with a fair market
         value on the date of delivery  equal to the  aggregate  Option price of
         the Shares  with  respect  to which  such  Option or portion is thereby
         exercised; or

            (iii) With the consent of the Committee,  a full recourse promissory
         note bearing  interest  (at least such rate as shall then  preclude the
         imputation of interest  under the Code or any successor  provision) and
         payable  upon such terms as may be  prescribed  by the  Committee.  The
         Committee may also  prescribe the form of such note and the security to
         be given for such  note.  No  Option  may,  however,  be  exercised  by
         delivery of a  promissory  note or by a loan from the  Company  when or
         where such loan or other extension of credit is prohibited by law; or

             (iv) Any combination of the consideration provided in the foregoing
 subsections (i), (ii), and (iii); and

         (c)      Full payment to the Company of all amounts which, under
federal, state or local law, it is required
to withhold upon exercise of the Option; and

         (d) In the  event the  Option or  portion  thereof  shall be  exercised
pursuant  to  Section  4.1 by any person or  persons  other  than the  Optionee,
appropriate proof of the right of such person or persons to exercise the Option.




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Section 4.4 - Conditions to Issuance of Stock Certificates

         The Shares  deliverable upon the exercise of the Option, or any portion
thereof,  may be either  previously  authorized  but  unissued  Shares or issued
Shares  which have then been  reacquired  by the  Company.  Such Shares shall be
fully paid and  non-assessable.  The  Company  shall not be required to issue or
deliver any certificate or certificates  for Shares  purchased upon the exercise
of the Option or portion  thereof prior to  fulfillment  of all of the following
conditions:

         (a) The completion of any  registration or other  qualification of such
Shares  under any state or federal law or under  rulings or  regulations  of the
Securities and Exchange Commission or of any other governmental regulatory body,
which the  Committee  shall,  in its  absolute  discretion,  deem  necessary  or
advisable;

         (b) The obtaining of any approval or other  clearance from any state or
federal   governmental  agency  which  the  Committee  shall,  in  its  absolute
discretion, determine to be necessary or advisable;

         (c)      The payment to the Company of all amounts which, under

federal, state, or local law, it is required
to withhold upon exercise of the Option; and

         (d) The lapse of such reasonable  period of time following the exercise
of the Option as the  Committee  may from time to time  establish for reasons of
administrative convenience.

It is understood  that the Shares  deliverable  upon exercise of the Option have
been  registered  under the  Securities  Act, and the Company shall use its best
efforts to keep such registration current.

Section 4.5 - Rights as Stockholder

         The  holder of the  Option  shall not be, nor have any of the rights or
privileges of, a stockholder of the Company in respect of any Shares purchasable
upon the  exercise  of any part of the  Option  unless  and  until  certificates
representing such Shares shall have been issued by the Company to such holder.



                                                     ARTICLE V

                                                 OTHER PROVISIONS

Section 5.1 - Administration

         The  Committee  shall  have the  power to  interpret  the Plan and this
Agreement  and to adopt such rules for the  administration,  interpretation  and
application of the Plan as are  consistent  therewith and to interpret or revoke
any such rules.  All actions taken and all  interpretations  and  determinations
made by the Committee or the Special  Committee in good faith shall be final and
binding  upon  the  Optionee,  the  Company,  the  Subsidiaries  and  all  other
interested persons. No member of the Committee or the Special Committee shall be
personally liable for any action,  determination or interpretation  made in good
faith with respect to the Plan or the Option.  In its absolute  discretion,  the
Board  may at any time and from time to time  exercise  any and all  rights  and
duties of the Committee under the Plan and this Agreement.

Section 5.2 - Shares to Be Reserved

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


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Section 5.3 - Notices

         Any notice to be given under the terms of this Agreement to the Company
shall be addressed to the Company in care of its Secretary, and any notice to be
given to the Optionee  shall be addressed to him or her at the address set forth
on the Signature  Page hereof.  By a notice given  pursuant to this Section 5.3,
either  party may  hereafter  designate  a  different  address  for  delivery of
notices.  Any notice which is required to be given to the Optionee shall, if the
Optionee is then deceased, be given to the Optionee's personal representative if
such  representative  has  previously  informed  the  Company  of his status and
address by written  notice  under this  Section  5.3. Any notice shall be deemed
duly given when enclosed in a properly sealed  envelope or wrapper  addressed as
aforesaid and deposited  (with postage  prepaid) in a post office or branch post
office regularly maintained by the United States Postal Service.

Section 5.4 - Titles

         Titles are provided herein for convenience only and are not to serve as
a basis for interpretation or construction of this Agreement.

Section 5.5 - Construction

         This Agreement shall be administered,  interpreted,  and enforced under
the laws of the State of Delaware.

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                                                  SIGNATURE PAGE

                     1992 STOCK OPTION PLAN OF WOODLAKE VILLAGE ASSOCIATES INC.

           Incentive Stock Option
                         In tandem with stock appreciation right
                         No stock appreciation right

 X         Non-Qualified Option
             X           AO Option
                         In  tandem  with  stock  appreciation  right  No  stock
                         appreciation right In tandem with Restricted Stock
              X          No Restricted Stock

           Restricted stock grant without accompanying option

Purchase Price:           $.01

Number of Shares:         20,000

Vesting:   Immediate as to the entire option.

Expiration:               June 11, 1997

           I have read the Stock  Option  Agreement  indicated  above  which was
adopted for use in connection  with the 1992 Stock Option Plan.  As Optionee,  I
hereby agree to all of the terms of the Agreement.

Date of Grant: March 31, 1995                         Jehu Hand
                                                     ----------
                                  Optionee Name




                                                                   Address

                     Optionee Social Security Number or Taxpayer Identification
                                                     Number:




                                                             Optionee Signature

The Company hereby agrees to all of the terms of the Agreement.

                                            WOODLAKE VILLAGE ASSOCIATES, INC.


                                                     By:

                                                     Its:

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