STRATEGIC SOLUTIONS GROUP, INC.

                             NONQUALIFIED STOCK OPTION PLAN NO. 8

                                  EFFECTIVE JUNE 16, 1998

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<S>     <C>                                                                                  <C>
        1.     Definitions.................................................................  1

        2.     Purpose.....................................................................  1

        3.     Administration..............................................................  1

        4.     Shares Subject to Plan......................................................  2

        5.     Eligibility.................................................................  2

        6.     Allotment of Shares.........................................................  2

        7.     Option Price................................................................  2

        8.     Option Period...............................................................  2

        9.     Termination of Option.......................................................  2

        10.    Rights in Event of Death....................................................  2

        11.    Payment and Notice of Exercise..............................................  2

        12.    Exercise of Option..........................................................  3

        13.    Changes in Capital Structures, etc..........................................  3

        14.    Nontransferability..........................................................  4

        15.    Other Provisions............................................................  4

        16.    Re-Issuance of Shares.......................................................  4

        17.    Interpretation..............................................................  4

        18.    Term of Plan, Amendment, Discontinuance.....................................  4

        19.    Effect of the Plan, etc.....................................................  4
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                                STRATEGIC SOLUTIONS GROUP, INC.
                                -------------------------------
                             NONQUALIFIED STOCK OPTION PLAN NO. 8
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        1. Definitions. As used herein, the following terms shall have the
following meanings:

               (a)    "Board" shall mean the Board of Directors of Strategic
                      Solutions Group, Inc.

               (b)    "Committee" shall mean the Committee appointed by the
                      Board pursuant to Section 3. of this Plan to administer
                      this Plan, if appointed.

               (c)    "Company" shall mean Strategic Solutions Group, Inc.

               (d)    "Effective Date" shall mean the date this Plan is approved
                      by the Board of Directors of Strategic Solutions Group,
                      Inc., as provided in Section 18. hereof.

               (e)    "Option Period" shall mean the period during which an
                      option granted under this Plan shall be exercisable, as
                      set forth in Section 8. hereof.

               (f)    "Subsidiary", for purposes of this Plan, shall mean any
                      corporation (or similar organization) of which the Company
                      owns, directly or indirectly, more than 50% of the total
                      voting power of all classes of stock entitled to vote
                      therein.

        2. Purpose. The purpose of this Plan is to increase the interest in the
welfare of the Company of those directors, officers and consultants of the
Company who have made valuable contributions to the business of the Company, to
furnish such directors, officers and consultants with an incentive to continue
their services to and for the Company, by enabling such directors, officers and
consultants to acquire an interest in the Company through a grant to them of
options to purchase shares of the Company's Common Stock.

        3. Administration. This Plan shall be administered by the Board or a
Committee (the "Committee"), if appointed by the Board, which shall consist of
not less than two (2) members of the Board. No member of the Board or Committee
shall participate in any action by the Board or Committee which allots or grants
options to him personally.


        4. Shares Subject to Plan. Options may be granted from time to time
under this Plan providing for the purchase of not more than twenty-five thousand
(25,000) shares of the common stock, par value $.0001 per share, of the Company
("Common Stock"), as constituted on the Effective

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Date (subject to adjustment pursuant to Section 13.), plus such number of such
shares as may become available for reissuance pursuant to Section 16. Shares of
authorized and unissued Common Stock reacquired by the Company and held in its
Treasury, as from time to time determined by the Board, may be issued upon
exercise of options granted under this Plan.

        5. Eligibility. Except as otherwise provided herein, those directors,
officers and consultants of the Company who have performed or who are about to
perform services for the Company and who are designated by the Board or the
Committee shall be eligible to be granted options under this Plan. Said
designated person shall hereinafter be referred to as "Participant".

        6. Allotment of Shares. The grant of an option to an eligible person
under this Plan shall not be deemed either to entitle such person to, or to
disqualify such person from, participation in any other grant of options under
this Plan or under any other plan of the Company.

        7. Option Price. The price at which shares of Common Stock may be
purchased upon the exercise of an option granted under this Plan shall be fixed
by the Board or the Committee, and may be greater than or less than the fair
market value of such shares at the time of grant.

        8. Option Period. An option granted under this Plan may be exercised
during the period (the "Option Period") which begins upon the date the option is
granted (or at such other time as may be determined by the Board or Committee,
as set forth in the resolutions evidencing the grant of the option) and which
ends no later than ten (10) years after the date the option is granted or such
lesser time as may be determined by the Board or the Committee as set forth in
the resolutions evidencing the grant of the option.

        9. Termination of Option. All rights to exercise an option granted under
this Plan shall terminate at the end of the Option Period, as described in
Section 8. above.

        10. Rights in Event of Death. If a Participant dies without having fully
exercised an option granted under this Plan, the executors, administrators,
legatees or distributees of his estate shall have the right, for a period of one
(1) year after the date of his death to exercise the unexercised and unexpired
portion, if any, of such option, in whole or in part, to the same extent that
the Participant could have exercised such option at the expiration of such one
(1) year period had the Participant lived.

        11. Payment and Notice of Exercise. Full payment of the purchase price
for shares purchased upon the exercise, in whole or in part, of an option
granted under this Plan shall be made at the time of such exercise. The purchase
price must be paid for with cash. No such shares shall be issued or transferred
to a Participant until full payment therefor has been made and the Participant
has delivered his written Notice of Exercise of the respective options to the
Company at its principal office, and a Participant who is not already a
stockholder at the time of the issue shall have none of the rights of a
stockholder until shares are issued or transferred to him.

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        12. Exercise of Option. As directed by the Board or Committee, options
granted hereunder may be exercisable by a Participant pursuant to a vesting
formula which will set forth the dates and the number of options which are then
available to the Participant. Options granted under this Plan shall be
exercisable during the Option Period at such times, in such amounts, in
accordance with such terms and conditions, and subject to such restrictions as
may be determined by the Board or Committee, and as are set forth in the
resolutions and the Notice of Grant evidencing the grant of such options as well
as the Notice of Exercise evidencing a Participant's exercise of such options.
In no event shall an option be exercised or shares be issued pursuant to an
option if any applicable laws shall not have been conformed with or if any
requisite approval or consent of any governmental authority having jurisdiction
over the exercise of the options or the issue and sale of the Common Stock shall
not have been secured, unless in the opinion of counsel for the Company the
exercise or issuance is exempt from the obligation to obtain approval or
consent. Each Participant shall agree not to offer, sell, pledge, hypothecate or
otherwise transfer any shares of Common Stock purchased pursuant to the exercise
of an option granted under this Plan unless the shares have been registered
under applicable federal and state securities laws or unless the proposed
transaction is exempt from such registration in the opinion of Counsel for the
Company. Each Participant shall, at the time of purchase of shares of Common
Stock upon the exercise of an option, if requested by the Company upon advice of
its counsel that the same is necessary or desirable, deliver to the Company his
written representation that he is purchasing the shares for his own account for
investment and not with a view to public distribution or with any present
intention of reselling any of such shares, and deliver such other written
representations as may be reasonably requested by the Company to assure
compliance with applicable laws. If a Participant so requests, shares purchased
upon the exercise of an option may be issued in or transferred into the name of
the Participant and other person jointly with the right of survivorship.

        13. Changes in Capital Structures, etc. In the event of the payment of
any dividend payable in, or the making of any distribution of, Common Stock of
the Company to holders of record of Common Stock of the Company, which increases
the outstanding Common Stock of the Company by more than twenty-five (25%)
percent during the period any option granted under this Plan is outstanding or
in the event of any stock split, combination of shares, recapitalization or
other similar change in the authorized capital stock of the Company during such
period or in the event of the merger or consolidation of the Company into or
with any other corporation or the reorganization, dissolution, liquidation or
winding up of the Company during such period, Participants shall be entitled,
upon the exercise of any unexercised option held by them, to receive such new,
additional or other shares of stock of any class, or other property (including
cash), as they would have been entitled to receive as a matter of law in
connection with such payment, distribution, stock split, combination,
recapitalization, change, merger, consolidation, reorganization, dissolution or
liquidation, as the case may be, had they held the shares of the Common Stock
being purchased upon exercise of such option on the record date set for the such
payment or distribution or on the date of such stock split, combination,
recapitalization, change, merger, consolidation, reorganization, dissolution or
liquidation, and the option price under any such option shall be appropriately
adjusted. In case any such event shall occur during the term of this Plan, the
number of shares that my be optioned and sold under this Plan as provided in
Section 4. shall be appropriately adjusted. The decision of the Board or the
Committee, with respect to all such adjustments shall be conclusive.

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        14. Nontransferability. Options granted under this Plan shall not be
transferable other than by will or by the laws of descent and distribution, and
shall be exercisable only by the Participant or by Participant's heirs or
personal representatives as provided in Section 10. of this Plan.

        15. Other Provisions. Options granted under this Plan shall contain such
other provisions, including, without limitation, restrictions upon the exercise
of the option, as the Board or Committee shall deem advisable by written notice
to Participant.

        16. Re-Issuance of Shares. Any shares of Common Stock which, by reason
of the expiration of an option or otherwise, are no longer subject to purchase
pursuant to an option granted under this Plan shall be available for re-issuance
under this Plan.

        17. Interpretation. The Board shall interpret this Plan and prescribe,
amend or rescind rules and regulations relating to it and make any and all other
determinations necessary or advisable for its administration.

        18. Term of Plan, Amendment, Discontinuance. Upon approval by the Board
of Directors, the Plan shall be deemed effective and adopted as of such date.
This Plan, unless sooner terminated or discontinued by the Board pursuant to
this Section 18, shall expire on the tenth anniversary of the Effective Date
(except to the extent necessary for administration of options exercisable but
unexercised on that date), and no options shall be granted under this Plan after
that date. The Board may terminate or discontinue this Plan at any time and may
suspend this Plan or amend or modify this Plan in any respect at any time or
from time to time, without the approval of the stockholders, except that the
number of shares of Common Stock that may be optioned and sold under this Plan,
as provided in Section 4., above, may not be changed (except pursuant to Section
13., above) and the class of eligible persons to whom options may be granted, as
provided in Section 5., above, may not be modified without the approval of the
Board or the Committee. No action of the Board, the Committee or stockholders
may alter or impair the rights of a Participant under any option theretofore
granted to him without his consent to such action.

        19. Effect of the Plan, etc. Neither the adoption of this Plan, nor any
action of the Board or Committee, shall be deemed to give any person any right
to be granted an option to purchase Common Stock of the Company or any other
rights hereunder unless and until the Board or Committee shall have adopted a
resolution granting such person an option, and then only to the extent and on
such terms and conditions as may be set forth in such resolution; the terms and
conditions of options granted under this Plan may differ from one another as the
Board or Committee shall at its discretion determine, as long as all options
granted under the Plan satisfy the requirements in this Plan.

Date Adopted by Board: June 16, 1998

Effective Date: June 16, 1998

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