EXHIBIT 10.1

                    SUNRISE INTERNATIONAL LEASING CORPORATION

                             1991 STOCK OPTION PLAN

                       (as amended through June 23, 1998)


                                   SECTION 1.
                                   DEFINITIONS

         As used herein, the following terms shall have the meanings indicated
below:

                  (a) The "Company" shall mean Sunrise International Leasing
         Corporation, a Delaware corporation.

                  (b) A "Subsidiary" shall mean any corporation of which fifty
         percent (50%) or more of the total voting power of outstanding stock is
         owned, directly or indirectly in an unbroken chain, by the Company.

                  (c) "Common Stock" shall mean the Common Stock of the Company,
         subject to adjustment as described in Section 12.

                  (d) The "Plan" shall mean the Sunrise International Leasing
         Corporation 1991 Stock Option Plan, as amended hereafter from time to
         time, including the forms of Option Agreements as they may be modified
         by the Board from time to time.

                  (e) The "Optionee" for purposes of Section 9 shall mean an
         employee of the Company or any Subsidiary to whom an incentive stock
         option has been granted under the Plan. For purposes of Section 10, the
         "Optionee" shall mean the director, officer, employee, advisor or
         consultant of the Company or any Subsidiary to whom a nonqualified
         stock option has been granted.

                  (f) "Committee" shall mean a Committee of two or more
         directors who shall be appointed by and serve at the pleasure of the
         Board. As long as the Company's securities are registered pursuant to
         Section 12 of the Securities Exchange Act of 1934, as amended, then, to
         the extent necessary for compliance with Rule 16b-3, or any successor
         provision, each of the members of the Committee shall be a
         "Non-Employee Director." For purposes of this Section 1(f)
         "Non-Employee Director" shall have the same meaning as set forth in
         Rule 16b-3, or any successor provision, as then in effect, of the
         General Rules and Regulations under the Securities Exchange Act of
         1934, as amended.

                  (g) The "Internal Revenue Code" shall mean the Internal
         Revenue Code of 1986, as amended from time to time.


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                  (h) "Non-Employee Directors" shall mean members of the Board
         who are not employees of the Company or of any Subsidiary.


                                   SECTION 2.
                                     PURPOSE

         The purpose of the Plan is to promote the success of the Company by
facilitating the employment and retention of competent personnel and by
furnishing incentive to officers, directors, employees and consultants upon
whose efforts the success of the Company will depend to a large degree.

         It is the intention of the Company to carry out the Plan through the
granting of stock options which will qualify as "incentive stock options" under
the provisions of Section 422 of the Internal Revenue Code, and through the
granting of nonqualified stock options pursuant to Section 10 of this Plan.
Adoption of this Plan shall be and is expressly subject to the condition of
approval by the shareholders of the Company within twelve (12) months before or
after the adoption of the Plan by the Board of Directors.


                                   SECTION 3.
                             EFFECTIVE DATE OF PLAN

         The Plan shall be effective as of the date it is adopted by the Board
of Directors of the Company.


                                   SECTION 4.
                                 ADMINISTRATION

         The Plan shall be administered by the Board of Directors of the Company
(the "Board") or, to the extent empowered by the Board, by a Stock Option
Committee (hereinafter referred to as the "Committee" and as defined in Section
1(f) of this Plan) which may be appointed by the Board from time to time. The
Board shall have all of the powers vested in it under the provisions of the
Plan, including but not limited to exclusive authority (where applicable and
within the limitations described herein, and except with respect to the
automatic grants of options pursuant to Section 17 of this Plan) to determine,
in its sole discretion, whether an incentive stock option or nonqualified stock
option shall be granted, the individuals to whom, and the time or times at
which, options shall be granted, the number of shares subject to each option and
the option price, terms and conditions of each option. The Committee shall have
such powers as are granted to it by the Board. The Board, or the Committee if so
empowered by the Board, shall have full power and authority to administer and
interpret the Plan, to make and amend rules, regulations and guidelines for
administering the Plan, to prescribe the form and conditions of the respective
stock option agreements (which may vary from Optionee to Optionee) evidencing

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each option and to make all other determinations necessary or advisable for the
administration of the Plan. The Board's interpretation of the Plan, or the
Committee's interpretation if so empowered by the Board, and all actions taken
and determinations made by the Board pursuant to the power vested in it
hereunder, or by the Committee to the extent empowered by the Board, shall be
conclusive and binding on all parties concerned. No member of the Board or the
Committee shall be liable for any action taken or determination made in good
faith in connection with the administration of the Plan.

         In the event the Board appoints a Committee as provided hereunder, any
action of the Committee with respect to the administration of the Plan shall be
taken pursuant to a majority vote of the Committee members or pursuant to the
written resolution of all Committee members.


                                   SECTION 5.
                                  PARTICIPANTS

         Except with respect to the options granted to Non-Employee Directors
pursuant to Section 17 of the Plan, the Board, or the Committee if so empowered
by the Board, shall from time to time, at its discretion and without approval of
the shareholders, designate those directors (including Non-Employee Directors),
officers, employees, consultants or advisors of the Company or of any Subsidiary
to whom nonqualified stock options shall be granted; provided, however, that
consultants or advisors shall not be eligible to receive stock options hereunder
unless such consultant or advisor renders bona fide services to the Company or
Subsidiary and such services are not in connection with the offer or sale of
securities in a capital-raising transaction. The Board, or the Committee if so
empowered by the Board, shall also designate those employees of the Company or
of any Subsidiary to whom incentive stock options shall be granted.

         The Board, or the Committee if so empowered by the Board, may grant
additional incentive stock options or nonqualified stock options to some or all
participants then holding options or may grant such options solely or partially
to new participants. In designating participants, the Board, or the Committee if
so empowered by the Board, shall also determine the number of shares to be
optioned to each such participant.


                                   SECTION 6.
                                      STOCK

         The Stock to be optioned under this Plan shall consist of authorized
but unissued shares of Common Stock. One Million (1,000,000) shares of Common
Stock shall be reserved and available for options under the Plan; provided,
however, the total number of shares of Common Stock reserved for options under
this Plan shall be subject to adjustment as provided in Section 12 of the Plan.
In the event that any outstanding option under the Plan for any reason expires
or is terminated prior to the exercise thereof, the shares of Common Stock
allocable to the unexercised portion of such option shall continue to be
reserved for options under the Plan and may be optioned hereunder.



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                                   SECTION 7.
                                DURATION OF PLAN

         Incentive stock options may be granted pursuant to this Plan from time
to time during a period of ten (10) years from the earlier of the date the Plan
is approved by the Board of Directors or the date it is approved by the
shareholders of the Company. Nonqualified stock options may be granted pursuant
to the Plan from time to time after the date the Plan is adopted by the Board of
Directors and until the Plan is discontinued or terminated by the Board.


                                   SECTION 8.
                                     PAYMENT

         Optionees may pay for shares upon exercise of options granted pursuant
to this Plan with cash, a certified check, or, if authorized by the Board of
Directors or the Committee, in the form of Company stock.


                                   SECTION 9.
                 TERMS AND CONDITIONS OF INCENTIVE STOCK OPTIONS

         Each incentive stock option granted pursuant to the Plan shall be
evidenced by a written stock option agreement (the "Option Agreement"). The
Option Agreement shall be in such form as may be approved from time to time by
the Board or the Committee (if so empowered by the Board) and may vary from
Optionee to Optionee; provided, however, that each Optionee and each Option
Agreement shall comply with and be subject to the following terms and
conditions:

                  (a) Number of Shares and Option Price. The Option Agreement
         shall state the total number of shares covered by the incentive stock
         option. The option price per share shall not be less than one hundred
         percent (100%) of the fair market value of the Common Stock per share
         on the date the Board, or the Committee if so empowered by the Board,
         grants the option; provided, however, that, if an Optionee owns stock
         possessing more than ten percent (10%) of the total combined voting
         power of all classes of stock of the Company or of its parent or any
         Subsidiary, the option price per share of an incentive stock option
         granted to such Optionee shall not be less than one hundred ten percent
         (110%) of the fair market value of the Common Stock per share on the
         date of the grant of the option. For purposes hereof, if such stock is
         then reported in the national market system or is listed upon an
         established exchange or exchanges, "fair market value" of the Common
         Stock per share shall be the highest closing price of such stock in
         such national market system or on such stock exchange or exchanges on
         the date the option is granted or, if no sale of such stock shall have
         occurred on that date, on the next preceding day on which there was a
         sale of stock. If such stock is not so reported in the national market
         system or listed upon an exchange, "fair market value" shall be the
         mean between the "bid" and "asked" prices quoted by a recognized
         specialist in the Common Stock of the Company on the date the option is
         granted, or if there are no quoted "bid" and "asked" prices on such

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         date, on the next preceding date for which there are such quotes. If
         such stock is not publicly traded as of the date the option is granted,
         the "fair market value" of the Common Stock shall be determined by the
         Board, or the Committee if so empowered by the Board, in its sole
         discretion by applying principles of valuation with respect to all such
         options. The Board, or the Committee if so empowered by the Board,
         shall have full authority and discretion in establishing the option
         price and shall be fully protected in so doing.

                  (b) Term and Exercisability of Incentive Stock Option. The
         term during which any incentive stock option granted under the Plan may
         be exercised shall be established in each case by the Board, or the
         Committee if so empowered by the Board, but in no event shall any
         incentive stock option be exercisable during a term of more than ten
         (10) years after the date on which it is granted. The Option Agreement
         shall state when the incentive stock option becomes exercisable and
         shall also state the maximum term during which the option may be
         exercised. In the event an incentive stock option is exercisable
         immediately, the manner of exercise of the option in the event it is
         not exercised in full immediately shall be specified in the Option
         Agreement. The Board, or the Committee if so empowered by the Board,
         may accelerate the exercise date of any incentive stock option granted
         hereunder which is not immediately exercisable as of the date of grant.

                  (c) Other Provisions. The Option Agreement authorized under
         this Section 9 shall contain such other provisions as the Board, or the
         Committee if so empowered by the Board, shall deem advisable,
         including, without limitation, rights of repurchase and transfer
         restrictions with respect to any shares acquired by the Optionee
         pursuant to the exercise of the option. Any such Option Agreement shall
         contain such limitations and restrictions upon the exercise of the
         option as shall be necessary to ensure that such option will be
         considered an "Incentive Stock Option" as defined in Section 422 of the
         Internal Revenue Code or to conform to any change therein.

                  (d) Holding Period. The sale or other disposition of any
         shares of Common Stock acquired by an Optionee pursuant to the exercise
         of an option described above shall be eligible for the favorable
         taxation treatment of Section 421(a) of the Internal Revenue Code if no
         disposition of such shares is made by the Optionee within two (2) years
         from the date of the granting of the option under which the shares were
         acquired nor within one year after the acquisition of such shares
         pursuant to the exercise of such option, or such other periods as may
         be prescribed by the Internal Revenue Code. In the event of an
         Optionee's death, such holding period shall not be applicable pursuant
         to Section 421(c)(1) of the Internal Revenue Code.




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                                   SECTION 10.
               TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTIONS

         Each nonqualified stock option granted pursuant to the Plan shall be
evidenced by a written Option Agreement. The Option Agreement shall be in such
form as may be approved from time to time by the Board or the Committee (if so
empowered by the Board), and may vary from Optionee to Optionee; provided,
however, that each Optionee and each Option Agreement shall comply with and be
subject to the following terms and conditions:

                  (a) Number of Shares and Option Price. The Option Agreement
         shall state the total number of shares covered by the nonqualified
         stock option. Unless otherwise determined by the Board of Directors, or
         the Committee if so empowered by the Board, the option price per share
         shall be equal to one hundred percent (100%) of the fair market value
         of the Common Stock per share on the date the Board or the Committee
         grants the option; provided, that in no event shall the option price be
         equal to less than eighty-five percent (85%) of such fair market value
         on the date of grant. For purposes hereof, the "fair market value" of a
         share of Common Stock shall have the same meaning as set forth under
         Section 9(a) herein.

                  (b) Term and Exercisability of Nonqualified Stock Option. The
         term during which any nonqualified stock option granted under the Plan
         may be exercised shall be established in each case by the Board, or the
         Committee if so empowered by the Board. The Option Agreement shall
         state when the nonqualified stock option becomes exercisable and shall
         also state the maximum term during which the option may be exercised.
         In the event a nonqualified stock option is exercisable immediately,
         the manner of exercise of the option in the event it is not exercised
         in full immediately shall be specified in the stock option agreement.
         The Board, or the Committee if so empowered by the Board, may
         accelerate the exercise date of any nonqualified stock option granted
         hereunder which is not immediately exercisable as of the date of grant.

                  (c) Withholding. In the event the Optionee is required under
         the Option Agreement to pay to the Company, or make arrangements
         satisfactory to the Company respecting payment of, any federal, state,
         local or other taxes required by law to be withheld with respect to the
         option's exercise, the Board or the Committee may, in its discretion
         and pursuant to such rules as it may adopt, permit the Optionee to
         satisfy such obligation, in whole or in part, by electing to have the
         Company withhold shares of Common Stock otherwise issuable to the
         Optionee as a result of the option's exercise equal to the amount
         required to be withheld for tax purposes. Any stock elected to be
         withheld shall be valued at its "fair market value," as provided under
         Section 9(a) hereof, as of the date the amount of tax to be withheld is
         determined under applicable tax law. The Optionee's election to have
         shares withheld for this purpose shall be made on or before the date
         the option is exercised or, if later, the date that the amount of tax
         to be withheld is determined under applicable tax law. Such election
         shall also comply with such rules as may be adopted by the Board or the
         Committee to assure compliance with Rule 16b-3, as then in effect, of
         the General Rules and Regulations under the Securities Exchange Act of
         1934, if applicable.


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                  (d) Other Provisions. The Option Agreement authorized under
         this Section 10 shall contain such other provisions as the Board, or
         the Committee, as the case may be, shall deem advisable.


                                   SECTION 11.
                               TRANSFER OF OPTION

         No option shall be transferable, in whole or in part, by the Optionee
other than by will or by the laws of descent and distribution and, during the
Optionee's lifetime, the option may be exercised only by the Optionee. If the
Optionee shall attempt any transfer of any option granted under the Plan during
the Optionee's lifetime, such transfer shall be void and the option, to the
extent not fully exercised, shall terminate.


                                   SECTION 12.
                    RECAPITALIZATION, SALE, MERGER, EXCHANGE
                          CONSOLIDATION OR LIQUIDATION

         In the event of an increase or decrease in the number of shares of
Common Stock resulting from a subdivision or consolidation of shares or the
payment of a stock dividend or any other increase or decrease in the number of
shares of Common Stock effected without receipt of consideration by the Company,
the number of shares of Common Stock covered by each outstanding option and the
price per share thereof shall be equitably adjusted by the Board of Directors to
reflect such change. Additional shares which may be credited pursuant to such
adjustment shall be subject to the same restrictions as are applicable to the
shares with respect to which the adjustment relates.

         In the event of the sale by the Company of substantially all of its
assets and the consequent discontinuance of its business, or in the event of a
merger, exchange, consolidation or liquidation of the Company, the Board of
Directors may, in connection with the Board's adoption of the plan for sale,
merger, exchange, consolidation or liquidation, provide for one or more of the
following: (i) the acceleration of the exercisability of any or all outstanding
options; (ii) the complete termination of this Plan and cancellation of
outstanding options not exercised prior to a date specified by the Board (which
date shall give Optionees a reasonable period of time in which to exercise the
options prior to the effectiveness of such sale, merger, exchange, consolidation
or liquidation); and (iii) the continuance of the Plan with respect to the
exercise of options which were outstanding as of the date of adoption by the
Board of such plan for sale, merger, exchange, consolidation or liquidation and
provide to Optionees holding such options the right to exercise their respective
options as to an equivalent number of shares of stock of the corporation
succeeding the Company by reason of such sale, merger, exchange, consolidation
or liquidation. The grant of an option pursuant to the Plan shall not limit in
any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge, exchange or consolidate or to dissolve, liquidate, sell
or transfer all or any part of its business or assets.



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                                   SECTION 13.
                               INVESTMENT PURPOSE

         No shares of Common Stock shall be issued pursuant to the Plan unless
and until there has been compliance, in the opinion of Company's counsel, with
all applicable legal requirements, including without limitation, those relating
to securities laws and stock exchange listing requirements. As a condition to
the issuance of Common Stock to Optionee, the Board, or the Committee if so
empowered by the Board, may require Optionee to (a) represent that the shares of
Common Stock are being acquired for investment and not resale and to make such
other representations as the Board, or the Committee if so empowered by the
Board, shall deem necessary or appropriate to qualify the issuance of the shares
as exempt from the Securities Act of 1933 and any other applicable securities
laws, and (b) represent that Optionee shall not dispose of the shares of Common
Stock in violation of the Securities Act of 1933 or any other applicable
securities laws. Company reserves the right to place a legend on any stock
certificate issued upon exercise of an option granted pursuant to the Plan to
assure compliance with this Section 13.


                                   SECTION 14.
                             RIGHTS AS A SHAREHOLDER

         An Optionee (or the Optionee's successor or successors) shall have no
rights as a shareholder with respect to any shares covered by an option until
the date of the issuance of a stock certificate evidencing such shares (except
as otherwise provided in Section 12 above). No adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other
property), distributions or other rights for which the record date is prior to
the date such stock certificate is actually issued (except as otherwise provided
in Section 12).


                                   SECTION 15.
                              AMENDMENT OF THE PLAN

         The Board of Directors of the Company may from time to time, insofar as
permitted by law, suspend or discontinue the Plan or revise or amend it in any
respect; provided, however, that no such revision or amendment shall impair the
terms and conditions of any option which is outstanding on the date of such
revision or amendment to the material detriment of the Optionee without the
consent of the Optionee. Notwithstanding the foregoing, no such revision or
amendment shall, (i) materially increase the number of shares subject to the
Plan except as provided in Section 12 hereof, (ii) change the designation of the
class of employees eligible to receive options, (iii) decrease the price at
which options may be granted, or (iv) materially increase the benefits accruing
to Optionees under the Plan, unless such revision or amendment is approved by
the shareholders of the Company. Furthermore, the Plan may not, without the
approval of the shareholders, be amended in any manner that will cause incentive
stock options to fail to meet the requirements of "Incentive Stock Options" as

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defined in Section 422 of the Internal Revenue Code. In addition to and
notwithstanding the foregoing, the provisions of Section 17 below shall not be
amended more than once every six months, other than to comport with changes in
the Internal Revenue Code, the Employee Retirement Income Security Act, or the
rules thereunder.


                                   SECTION 16.
                        NO OBLIGATION TO EXERCISE OPTION

         The granting of an option shall impose no obligation upon the Optionee
to exercise such option. Further, the granting of an option hereunder shall not
impose upon the Company or any Subsidiary any obligation to retain the Optionee
in its employ or as a director for any period.


                                   SECTION 17.
                  GRANTING OF OPTIONS TO NON-EMPLOYEE DIRECTORS

                  (a) Upon Joining Board. Each Non-Employee Director of the
         Company who is elected for the first time as a director of the Company
         shall, as of the date of such election, automatically be granted an
         option to purchase 15,000 shares of the Common Stock at an option price
         per share equal to 100% of the fair market value of the Common Stock on
         such date. Such option shall be exercisable to the extent of: 2,000
         shares on the date of grant, 2,500 shares on the first anniversary of
         the date of grant, 3,000 shares on the second anniversary of the date
         of grant, 3,500 shares on the third anniversary of the date of grant
         and 4,000 shares on the fourth anniversary of the date of grant.

                  (b) Upon Re-election to Board. Each Non-Employee Director who,
         on and after November 11, 1992, the date of approval of this Section by
         the Board, is re-elected as a director of the Company or whose term of
         office continues after a meeting of shareholders at which directors are
         elected shall, as of the date of such re-election or shareholder
         meeting, automatically be granted an option to purchase 2,000 shares of
         the Common Stock at an option price per share equal to 100% of the fair
         market value of the Common Stock on the date of such re-election or
         shareholder meeting; provided that a Non-Employee Director who received
         an option pursuant to subsection (a) above shall not be entitled to
         receive an option pursuant to this subsection (b) until at least twelve
         months after such Non-Employee Director's initial election to the
         Board. Options granted pursuant to this subsection (b) shall be
         immediately exercisable in full.

                  (c) General. No director shall receive more than one option to
         purchase 2,000 shares pursuant to this Section 17 in any one fiscal
         year. All options granted pursuant to this Section 17 shall be
         designated as non-qualified options and shall be subject to the same
         terms and provisions as are then in effect with respect to granting of
         non-qualified options to officers and employees of the Company except
         that the option shall expire on the earlier of (i) three months after
         the optionee ceases to be a director (except by disability or death)
         and (ii) ten (10) years after the date of grant. Notwithstanding the
         foregoing, in the event of the disability or death of a Non-Employee
         Director, any option granted to such Non-Employee Director may be
         exercised at any time within twelve months of the disability or death
         of such Non-Employee Director or on the date on which the option, by
         its terms expires, whichever is earlier.