INFONOW CORPORATION                 EXHIBIT 10.14

                             1990 STOCK OPTION PLAN

                  (AMENDED AND RESTATED AS OF JANUARY 23, 1998)


     1.   Purpose of the Plan.
          --------------------

          This stock option plan (the "Plan") is intended to encourage ownership
of the stock of INFONOW CORPORATION,  a Delaware corporation (the "Company"), by
employees of the Company and its subsidiaries,  to induce qualified personnel to
enter and remain in the employ of the Company or its  subsidiaries and otherwise
to provide  additional  incentive  for  optionees  to promote the success of its
business.

     2.   Stock Subject to the Plan.
          --------------------------

          (a) The  total  number of shares of the  authorized  but  unissued  or
treasury shares of the common stock,  $.001 par value,  of the Company  ("Common
Stock")  for  which  options  may be  granted  under the Plan  shall not  exceed
2,200,000 shares, subject to adjustment as provided in Section 12 hereof.

          (b)  If an  option  granted  or  assumed  hereunder  shall  expire  or
terminate for any reason without having been exercised in full, the  unpurchased
shares  subject  thereto shall again be available for  subsequent  option grants
under the Plan.

          (c) Stock  issuable upon exercise of an option  granted under the Plan
may be subject to such  restrictions  on  transfer,  repurchase  rights or other
restrictions  as shall be  determined  by the Board of  Directors of the Company
(the "Board").

     3.    Administration of the Plan.
           ---------------------------

          (a) The Plan  shall be  administered  by the Board of  Directors  (the
"Board")  or  by  a  committee   composed   solely  of  two  or  more  directors
("Committee") each of whom is a Non-Employee  Director. A Non-Employee  Director
is a person who satisfies the definition of a "non-employee  director" set forth
in Rule 16b-3 under the Exchange Act or any successor rule or regulation,  as it
may be amended from time to time.  The  Committee or the Board,  as the case may
be, shall have full  authority to administer  the Plan,  including  authority to
interpret and construe any  provision of the Plan and any stock options  granted
thereunder,  and to adopt such rules and regulations for  administering the Plan
as it may deem necessary in order to comply with the requirements of the Code or
in order that stock options that are intended to be incentive stock options will
be classified as incentive  stock options under the Code, or in order to conform
to any regulation or to any change in any law or regulation  applicable thereto.
The Board  shall have the power to reprice and  accelerate  the vesting of stock

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<PAGE>


options.  The Board may  reserve to itself any of the  authority  granted to the
Committee  as set forth  herein,  and it may  perform and  discharge  all of the
functions  and  responsibilities  of  the  Committee  at  any  time  that a duly
constituted  Committee is not appointed and serving. All references in this Plan
to the  "Committee"  shall be deemed to refer to the Board whenever the Board is
discharging the powers and responsibilities of the Committee, and to any special
committee appointed by the Board to administer  particular aspects of this Plan.
All  actions  taken  and  all  interpretations  and  determinations  made by the
Committee in good faith (including determinations of fair market value) shall be
final and binding upon all  participants,  the Company and all other  interested
persons.  No member of the Committee shall be personally  liable for any action,
determination  or  interpretation  made in good faith with respect to this Plan,
and all  members  of the  Committee  shall,  in  addition  to  their  rights  as
directors,  be fully  protected  by the Company with respect to any such action,
determination or interpretation.

          (b) Rule 16b-3 under the  Securities  Exchange Act of 1934 (the "Act")
provides  that the grant of a stock option to a director or officer of a company
will be exempt from the provisions of Section 16(b) of the Act if the conditions
set forth in said Rule are satisfied.  Unless otherwise  specified by the Board,
grants of options  hereunder to individuals who are officers or directors of the
Company shall be made in a manner that satisfies the conditions of said Rule.


     4.   Type of Options.
          ----------------

          Options granted  pursuant to the Plan shall be authorized by action of
the Board (or a  committee  designated  by the Board) and may be  designated  as
either  incentive stock options  meeting the  requirements of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), or non-qualified options
which are not intended to meet the requirements of such Section 422 of the Code,
the designation to be in the sole discretion of the Board. Options designated as
incentive  stock  options  that fail to  continue  to meet the  requirements  of
Section  422  of  the  Code  shall  be  redesignated  as  non-qualified  options
automatically without further action by the Board on the date of such failure to
continue to meet the requirements of Section 422 of the Code.

     5.   Eligibility.
          ------------

          Options  designated as incentive  stock options may be granted only to
officers  and key  employees  (including  directors  who are  employees)  of the
Company  or  of  any  subsidiary  corporation  (herein  called  "subsidiary"  or
"subsidiaries"),  as  defined  in  Section  424(f) of the Code and the  Treasury
Regulations  promulgated  thereunder (the "Regulations").  Options designated as
non-qualified  options may be granted to  directors,  officers and key employees
of, and consultants to, the Company or of any of its subsidiaries.

                                       2
<PAGE>


          In  determining  the  eligibility  of an  individual  to be granted an
option,  as well as in  determining  the number of shares to be  optioned to any
individual,  the Board shall take into account the position and responsibilities
of the individual being  considered,  the nature and value to the Company or its
subsidiaries of his or her service and  accomplishments,  his or her present and
potential  contribution to the success of the Company or its  subsidiaries,  and
such other factors as the Board may deem relevant.

          No option  designated as an incentive stock option shall be granted to
any employee of the Company or any subsidiary if such employee owns, immediately
prior to the grant of an option,  stock representing more than 10% of the voting
power or more than 10% of the value of all  classes of stock of the Company or a
parent or a subsidiary (a "Ten-Percent Shareholder"),  unless the purchase price
for the stock under such option  shall be at least 110% of its fair market value
at the time such option is granted and the  option,  by its terms,  shall not be
exercisable more than five (5) years from the date it is granted. In determining
the stock ownership  under this  paragraph,  the provisions of Section 424(d) of
the Code shall be  controlling.  In determining the fair market value under this
paragraph, the provisions of Section 7 hereof shall apply.

     6.   Option Agreement.
          -----------------

          Each  option  shall  be  evidenced   by  an  option   agreement   (the
"Agreement")  duly executed on behalf of the Company and by the optionee to whom
such option is granted,  which Agreement shall comply with and be subject to the
terms and  conditions  of the Plan.  The Agreement may contain such other terms,
provisions and  conditions  which are not  inconsistent  with the Plan as may be
determined  by the Board,  including  provisions  for longer  post-  termination
exercise  periods,  provided that options  designated as incentive stock options
shall  meet all of the  conditions  for  incentive  stock  options as defined in
Section 422 of the Code.  No option  shall be granted  within the meaning of the
Plan and no purported grant of any option shall be effective until the Agreement
shall have been duly  executed on behalf of the Company and the  optionee.  More
than one option may be granted to an individual.

     7.   Option Price.
          -------------

          The  option  price or prices of  shares  of Common  Stock for  options
designated  as  non-qualified  stock  options  shall be the fair market value of
Common Stock as determined by the Board. The option price or prices of shares of
Common Stock for incentive  stock options shall be the fair market value of such
Common  Stock at the time the option is granted  as  determined  by the Board in
accordance  with the Regulations  promulgated  under Section 422 of the Code. If
such shares are then listed on any national securities exchange, the fair market
value shall be the mean  between the high and low sales  prices,  if any, on the
largest such exchange on the date of the grant of the option or, if none,  shall
be determined by taking a weighted  average of the means between the highest and
lowest  sales on the nearest  date before and the nearest date after the date of
grant in accordance with Treasury Regulations Section 25.2512-2.  If such shares

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<PAGE>


are not then listed on any such  exchange,  the fair market value of such shares
shall be the mean between the closing "Bid" and the closing "Asked"  prices,  if
any, as reported in the National  Association  of Securities  Dealers  Automated
Quotation  System  ("NASDAQ")  for the date of the grant of the  option,  or, if
none,  shall be determined by taking a weighted average of the means between the
highest and lowest  sales on the nearest  date before and the nearest date after
the date of grant in accordance with Treasury Regulations Section 25.2512-2.  If
such shares are not then either listed on any such exchange or quoted on NASDAQ,
the fair market value shall be the mean between the average of the "Bid" and the
average of the  "Asked"  prices,  if any,  as  reported  in the  National  Daily
Quotation Service for the date of the grant of the option, or, if none, shall be
determined  by taking a weighted  average of the means  between  the highest and
lowest  sales on the nearest  date before and the nearest date after the date of
grant in accordance with Treasury  Regulations  Section  25.2512-2.  If the fair
market value cannot be determined under the preceding three sentences,  it shall
be determined in good faith by the Board.

     8.   Manner of Payment: Manner of Exercise.
          --------------------------------------

          (a) Options  granted under the Plan may provide for the payment of the
exercise  price in the manner set forth in the Option  Agreement or as otherwise
authorized by the Board,  which shall be (i) delivery of cash or a check payable
to the order of the  Company in an amount  equal to the  exercise  price of such
options,  (ii)  delivery of shares of Common  Stock of the Company  owned by the
optionee having a fair market value equal in amount to the exercise price of the
options  being  exercised,  (iii)  having the Company  withhold  whole shares of
Common Stock issuable upon exercise of the stock option, as part or full payment
for the exercise of a stock  option,  or (iv) any  combination  of (i), (ii) and
(iii),  provided,  however,  that payment of the  exercise  price by delivery of
shares of Common  Stock owned by such  optionee may be made only if such payment
does not result in a charge to earnings  for  financial  accounting  purposes as
determined  by the Board.  The fair market  value of any shares of Common  Stock
which may be delivered  upon  exercise of an option shall be  determined  by the
Board in accordance with Section 7 hereof. Pyramiding of options is permitted in
the sole discretion of the Board.

          (b) To the extent  that the right to purchase  shares  under an option
has accrued and is in effect, options may be exercised in full at one time or in
part  from time to time,  by  giving  written  notice,  signed by the  person or
persons exercising the option, to the Company, stating the number of shares with
respect to which the option is being  exercised,  accompanied by payment in full
for such shares as  provided  in  subparagraph  (a) above.  Upon such  exercise,
delivery of a certificate for paid-up non-assessable shares shall be made at the
principal  office of the Company to the person or persons  exercising the option
at such time,  during ordinary  business  hours,  not more than thirty days (30)
from the date of receipt of the notice by the Company, as shall be designated in
such  notice,  or at such time,  place and  manner as may be agreed  upon by the
Company and the person or persons exercising the option.

                                       4
<PAGE>


          (c) With respect to any  non-qualified  option granted under the Plan,
the  Company's  obligation  to deliver  shares upon the  exercise of such option
shall be subject to the option holder's  satisfaction of all applicable federal,
state and local income and employment tax withholding requirements.  The Company
and an employee  optionee may agree to withhold shares of Common Stock purchased
upon exercise of an option to satisfy any such withholding requirements.

     9.   Exercise of Options.
          --------------------

          Each option granted under the Plan shall, subject to Section 10(b) and
Section 12 hereof,  be  exercisable at such time or times and during such period
as shall be set  forth  in the  Agreement;  provided,  however,  that no  option
granted  under the Plan  shall  have a term in excess of ten (10) years from the
date of grant.

          To the extent that an option to purchase shares is not exercised by an
optionee when it becomes initially exercisable, it shall not expire but shall be
carried  forward and shall be  exercisable,  on a  cumulative  basis,  until the
expiration of the exercise period. No partial exercise may be made for less than
1,000 full shares of Common Stock.

     10.  Terms of Options: Exercisability.
          ---------------------------------

          (a)  Term.
               -----

               (1) Options  granted  under the Plan shall be for a term fixed by
the Board at the time of grant;  provided,  however,  that each incentive  stock
option granted to an employee other than a Ten-Percent  Shareholder shall expire
not more than ten (10) years from the date of the granting thereof, and shall be
subject to earlier termination as herein provided.

               (2)  Each  incentive  stock  option  granted  to  a  Ten  Percent
Shareholder  shall  expire  not more than  five (5)  years  from the date of the
granting  thereof,  and  shall be  subject  to  earlier  termination  as  herein
provided.

               (3) Except as provided in this  Section 10, an option  designated
as an incentive  stock option granted to any employee  optionee who ceases to be
an employee of the Company or one of its  subsidiaries  shall  terminate  on the
last day of the month next following the month in which such optionee  ceases to
be an  employee  of the  Company or one of its  subsidiaries,  or on the date on
which the option  expires by its terms,  whichever  occurs first.  However,  the
Board, at its discretion, may grant or modify the terms of non-incentive options
which by their terms expire at a later date.

               (4) If such termination of employment is because of dismissal for
cause or because the  employee is in breach of any  employment  agreement,  such
option will  terminate on the date the optionee  ceases to be an employee of the
Company or one of its subsidiaries.

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<PAGE>


               (5) If such termination of employment is because the optionee has
become permanently disabled (within the meaning of Section 22 of the Code), such
option shall  terminate on the last day of the twelfth  month from the date such
optionee ceases to be an employee, or on the date on which the option expires by
its terms, whichever occurs first.

               (6) In the event of the death of any optionee, any option granted
to such optionee  shall  terminate on the last day of the twelfth month from the
date of  death,  or on the  date on  which  the  option  expires  by its  terms,
whichever occurs first.

          (b)  Exercisability.
               ---------------

               (1) Except as provided  below,  an option  granted to an employee
optionee who ceases to be an employee of the Company or one of its  subsidiaries
shall be exercisable  only to the extent that the right to purchase shares under
such option has accrued and is in effect on the date such optionee  ceases to be
an employee of the Company or one of its subsidiaries.

               (2) An option granted to an employee optionee who ceases to be an
employee of the Company or one of its subsidiaries  because he or she has become
permanently disabled, as defined above, shall be exercisable for the full number
of shares covered by such option.

               (3) In the event of the death of any optionee, the option granted
to such optionee may be exercised for the full number of shares covered thereby,
whether or not under provisions of Section 9 hereof the optionee was entitled to
do so at the date of his or her death, by the estate of such optionee, or by any
person or persons who acquired  the right to exercise  such option by bequest or
inheritance or by reason of the death of such optionee.

     11.  Assignability.
          --------------

          The right of any optionee to exercise any option granted to him or her
shall not be assignable or transferable by such optionee  otherwise than by will
or the  laws  of  descent  and  distribution,  and  any  such  option  shall  be
exercisable  during the lifetime of such optionee  only by him.  Notwithstanding
the preceding sentence,  the Committee,  in its sole discretion,  may permit the
assignment or transfer of a nonstatutory  stock option and the exercise  thereof
by a person  other  than the  optionee,  on such  terms  and  conditions  as the
Committee  in its sole  discretion  may  determine.  Any such terms shall be set
forth in the Option  Agreement.  Any option granted under the Plan shall be null
and void and without  effect  upon the  bankruptcy  of the  optionee to whom the
option is granted,  or upon any  attempted  assignment  or  transfer,  except as
herein provided, including without limitation any purported assignment,  whether

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<PAGE>


voluntary or by operation of law, pledge,  hypothecation  or other  disposition,
attachment, trustee process or similar process, whether legal or equitable, upon
such  option.  The  terms  of any  rights  under  this  Plan in the  hands  of a
transferee or assignee  shall be determined as if held by the optionee and shall
be of no greater extent or term than if the transfer or assignment had not taken
place.

     12.  Recapitalizations. Reorganizations and the Like.
          ------------------------------------------------

          In the event that the  outstanding  shares of Common Stock are changed
into or exchanged for a different  number or kind of shares or other  securities
of the  Company  or of  another  corporation  by reason  of any  reorganization,
merger,  consolidation,  recapitalization,   reclassification,  stock  split-up,
combination  of shares,  or  dividends  payable in  capital  stock,  appropriate
adjustment  shall be made in the number  and kind of shares as to which  options
may be granted  under the Plan and as to which  outstanding  options or portions
thereof then unexercised shall be exercisable, to the end that the proportionate
interest of the optionee  shall be maintained  as before the  occurrence of such
event;  such  adjustment in outstanding  options shall be made without change in
the total price applicable to the unexercised portion of such options and with a
corresponding adjustment in the option price per share.

          In  addition,  unless  otherwise  determined  by the Board in its sole
discretion,  in the case of any (i) sale or conveyance to another  entity of all
or substantially all of the property and assets of the Company or (ii) Change in
Control  (as  hereinafter  defined)  of the  Company,  the  purchaser(s)  of the
Company's  assets or stock may, in his,  her or its  discretion,  deliver to the
optionee the same kind of consideration that is delivered to the shareholders of
the Company as a result of such sale,  conveyance  or Change in Control,  or the
Board may cancel all outstanding  options in exchange for  consideration in cash
or in kind  which  consideration  in both  cases  shall be equal in value to the
value of those  shares of stock or other  securities  the  optionee  would  have
received had the option been exercised (to the extent then  exercisable)  and no
disposition  of the shares  acquired  upon such exercise been made prior to such
sale,  conveyance  or Change in Control,  less the option price  therefor.  Upon
receipt  of  such  consideration  by  the  optionee,  his or  her  option  shall
immediately  terminate and be of no further  force and effect.  The value of the
stock or other  securities  the optionee  would have  received if the option had
been exercised  shall be determined in good faith by the Board,  and in the case
of shares of Common  Stock,  in  accordance  with the  provisions  of  Section 7
hereof.  The  Board  shall  also have the  power  and  right to  accelerate  the
exercisability of any options,  notwithstanding  any limitations in this Plan or
in the Agreement  upon such a sale,  conveyance or Change in Control.  Upon such
acceleration,  any options or portion thereof originally designated as incentive
stock  options that no longer  qualify as incentive  stock options under Section
422 of the Code as a  result  of such  acceleration  shall  be  redesignated  as
non-qualified  stock  options.  A "Change  in  Control"  shall be deemed to have
occurred if any person,  or any two or more persons  acting as a group,  and all
affiliates  of such  person or  persons,  who prior to such time owned less than
twenty-five  percent (25%) of the then outstanding  Common Stock,  shall acquire
such additional shares of Common Stock in one or more transactions, or series of
transactions,  such that following such transaction or transactions, such person
or group and affiliates  beneficially  own fifty percent (50%) or more of Common
Stock outstanding.

                                       7
<PAGE>


          Upon  dissolution or liquidation of the Company,  all options  granted
under  this Plan  shall  terminate,  but each  optionee  (if at such time in the
employ of or otherwise  associated with the Company or any of its  subsidiaries)
shall have the right,  immediately prior to such dissolution or liquidation,  to
exercise  his or her option to the extent  then  exercisable.  If by reason of a
corporate merger,  consolidation,  acquisition of property or stock, separation,
reorganization,  or  liquidation,  the Board  shall  authorize  the  issuance or
assumption of a stock option or stock options in a transaction  to which Section
424(a) of the Code applies,  then,  notwithstanding  any other  provision of the
Plan, the Board may grant an option or options upon such terms and conditions as
it may deem  appropriate  for the purpose of  assumption  of the old option,  or
substitution  of a new  option  for the  old  option,  in  conformity  with  the
provisions of such Section  425(a) of the Code and the  Regulations  thereunder,
and any such option  shall not reduce the number of shares  otherwise  available
for issuance under the Plan.

          No fraction of a share shall be purchasable  or  deliverable  upon the
exercise of any option, but in the event any adjustment  hereunder of the number
of shares covered by the option shall cause such number to include a fraction of
a share,  such fraction shall be adjusted to the nearest smaller whole number of
shares.

     13.  No Special Employment Rights.
          -----------------------------

          Nothing  contained in the Plan or in any option granted under the Plan
shall confer upon any option  holder any right with respect to the  continuation
of his or her employment by the Company (or any  subsidiary) or interfere in any
way with the right of the Company (or any  subsidiary),  subject to the terms of
any separate employment agreement to the contrary, at any time to terminate such
employment or to increase or decrease the compensation of the option holder from
the  rate in  existence  at the  time of the  grant  of an  option.  Whether  an
authorized leave of absence, or absence in military or government service, shall
constitute  termination  of  employment  shall be determined by the Board at the
time.

     14.  Restrictions on Issue of Shares.
          --------------------------------

          (a) Notwithstanding the provisions of Section 8, the Company may delay
the issuance of shares covered by the exercise of any option and the delivery of
a  certificate  for such shares until one of the following  conditions  shall be
satisfied:

               (1) The  shares  with  respect  to  which  such  option  has been
exercised are at the time of the issue of such shares effectively  registered or
qualified under applicable  federal and state securities acts now in force or as
hereafter amended; or

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<PAGE>


               (2) Counsel for the  Company  shall have given an opinion,  which
opinion shall not be unreasonably  conditioned or withheld, that such shares are
exempt from  registration and qualification  under applicable  federal and state
securities acts now in force or hereafter amended.

          (b) It is intended  that all  exercises of options shall be effective,
and the Company  shall use its best efforts to bring about  compliance  with the
above  conditions  within a reasonable  time,  except that the Company  shall be
under no obligation to qualify shares or to cause a registration  statement or a
post effective  amendment to any  registration  statement to be prepared for the
purpose  of  covering  the issue of shares in respect of which any option may be
exercised, except as otherwise agreed to by the Company in writing.

     15.  Purchase for Investment; Rights of Holder on Subsequent Registration.
          ---------------------------------------------------------------------

          Unless  the shares to be issued  upon  exercise  of an option  granted
under the Plan have been  effectively  registered  under the  Securities  Act of
1933, as now in force or hereafter  amended (the "1933 Act"),  the Company shall
be under no  obligation  to issue any shares  covered  by any option  unless the
person who  exercises  such  option,  in whole or in part,  shall give a written
representation  and undertaking to the Company which is satisfactory in form and
scope to counsel for the Company and upon which, in the opinion of such counsel,
the Company may reasonably  rely,  that he or she is acquiring the shares issued
pursuant  to such  exercise  of the  option  for his or her  own  account  as an
investment  and  not  with a view  to,  or for  sale  in  connection  with,  the
distribution of any such shares, and that he or she will make no transfer of the
same except in compliance with any rules and regulations in force at the time of
such  transfer  under the 1933 Act,  or any other  applicable  law,  and that if
shares are issued  without  such  registration,  a legend to this  effect may be
endorsed  upon the  securities so issued.  In the event that the Company  shall,
nevertheless,  deem it necessary or desirable to register  under the 1933 Act or
other applicable  statutes any shares with respect to which an option shall have
been exercised, or to qualify any such shares for exemption from the 1933 Act or
other applicable statutes, then the Company may take such action and may require
from each  optionee  such  information  in writing  for use in any  registration
statement,   supplementary  registration  statement,   prospectus,   preliminary
prospectus or offering circular as is reasonably  necessary for such purpose and
may require  reasonable  indemnity to the Company and its officers and directors
from such holder against all losses,  claims,  damages and  liabilities  arising
from such use of the information so furnished and caused by any untrue statement
of any material  fact therein or caused by the omission to state a material fact
requires to be stated  therein or necessary to make the  statements  therein not
misleading in the light of the circumstances under which they were made.

                                       9
<PAGE>


     16.  Loans.
          ------

          The  Company  may make loans to  optionees  to permit them to exercise
options. If loans are made, the requirements of all applicable federal and state
laws and regulations
regarding such loans must be met.

     17.  Modification of Outstanding Options.
          ------------------------------------

          The Board may authorize the amendment of any  outstanding  option with
the consent of the optionee when and subject to such conditions as are deemed to
be in the best  interests of the Company and in accordance  with the purposes of
the Plan.

     18.  Approval of Stockholders.
          -------------------------

          The Plan  shall be  subject to  approval  by the vote of  stockholders
holding at least a majority of the voting stock of the Company  voting in person
or by proxy at a duly held stockholders meeting, or by written consent of all of
the  stockholders,  within  twelve (12) months after the adoption of the Plan by
the Board and shall  take  effect as of the date of  adoption  by the Board upon
such  approval.  The  Board  may  grant  options  under  the Plan  prior to such
approval,  but any such option  shall  become  effective as of the date of grant
only upon such  approval  and,  accordingly,  no such option may be  exercisable
prior to such approval.

     19.  Termination and Amendment of Plan.
          ----------------------------------

          Unless sooner terminated as herein provided,  the Plan shall terminate
on February 22, 2000,  ten (10) years from the date upon which the Plan was duly
adopted by the Board.  The Board may at any time terminate the Plan or make such
modification or amendment thereof as it deems advisable; provided, however, that
except as provided in this  Section 19, the Board may not,  without the approval
of the  stockholders of the Company obtained in the manner stated in Section 18,
increase the maximum number of shares for which options may be granted or change
the  designation of the class of persons  eligible to receive  options under the
Plan.  Termination  or any  modification  or  amendment  of the Plan  shall not,
without the  consent of an  optionee,  affect his or her rights  under an option
theretofore granted to him or her.

     20.  Reservation of Stock.
          ---------------------

          The Company shall at all times during the term of the Plan reserve and
keep  available  such number of shares of stock as will be sufficient to satisfy
the  requirements  of the Plan and shall pay all fees and  expenses  necessarily
incurred by the Company in connection therewith.

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<PAGE>


     21.  Limitation of Rights in the Option Shares.
          ------------------------------------------

          An optionee shall not be deemed for any purpose to be a stockholder of
the Company  with  respect to any of the  options  except to the extent that the
option  shall have been  exercised  with respect  thereto  and, in  addition,  a
certificate shall have been issued theretofore and delivered to the optionee.

     22.  Notices.
          --------

          Any  communication  or notice  required or permitted to be given under
the Plan shall be in writing,  and mailed by  registered  or  certified  mail or
delivered  by hand,  if to the  Company,  to its  principal  place of  business,
attention: President, and, if to an optionee, to the address as appearing on the
records of the Company.


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