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                                                                   EXHIBIT 10.81

                              VERTEL CORPORATION
                             2000 STOCK OPTION PLAN


1.   Purposes of the Plan. The purposes of this 2000 Stock Option Plan are to
attract and retain the best available personnel, to provide additional incentive
to the Employees and Consultants of the Company and to promote the success of
the Company's business. Options granted hereunder may be either Incentive Stock
Options or Nonqualified Stock Options, at the discretion of the Administrator
and as reflected in the terms of each written Option agreement.

2.   Definitions.  As used herein, the following definitions shall apply:

(a)  "Administrator" shall mean the Board or any Committee appointed pursuant to
Section 4 of the Plan.

(b)  "Affiliate" shall mean an entity other than a Subsidiary (as defined below)
in which the Company owns an equity interest.

(c)  "Applicable Laws" shall have the meaning set forth in Section 4(a) below.

(d)  "Board" shall mean the Board of Directors of the Company.

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

(f)  "Committee" shall mean the Committee appointed by the Board in
      accordance with Section 4(a) of the Plan, if one is appointed.

(g)  "Common Stock" shall mean the Common Stock of the Company.

(h)  "Company" shall mean Vertel Corporation, a California corporation.

(i)  "Consultant" means any person, including an advisor, who is engaged by the
Company or any Parent, Subsidiary or Affiliate to render services and is
compensated for such services, and any Director of the Company whether
compensated for such services or not, so long as a Director's eligibility is not
precluded by Applicable Laws.

(j)  "Continuous Status as an Employee or Consultant" shall mean the absence of
any interruption or termination of service as an Employee or Consultant.
Continuous Status as an employee or Consultant shall not be considered
interrupted in the case of sick leave, military leave or any other leave of
absence approved by the Administrator; provided that such leave is for a period
of not more than 90 days or reemployment upon the expiration of such leave is
guaranteed by contract or statute. For purposes of this Plan, a change in status
from Employee to Consultant or from Consultant to Employee will not constitute a
termination of employment.

(k)  "Director" shall mean a member of the Board.

(l)  "Employee" shall mean any person (including any Named Executive, Officer or
Director) employed by the Company or any Parent, Subsidiary or Affiliate of
the Company.  The payment

* Shares of Common Stock authorized hereunder will be registered on Form S-8
following shareholder approval.
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by the Company of a director's fee to a Director shall not be sufficient to
constitute "employment" of such Director by the Company.

(m)  "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

(n)  "Fair Market Value" means, as of any date, the value of Common Stock
determined as follows:

          (i)   If the Common Stock is listed on any established stock exchange
          or a national market system, including without limitation the National
          Association of Securities Dealers, Inc. Automated Quotation System
          ("NASDAQ") Stock Market, its Fair Market Value shall be the 4 p.m.
          Eastern Time closing sales price for such stock as quoted on such
          exchange or market for the last trading day before the date of
          determination (if no sales were reported, the closing bid on that day
          shall be used), as such price is reported in The Wall Street Journal
          or such other source as the Administrator deems reliable;

          (ii)  If the Common Stock is quoted on the NASDAQ System (but not on
          the NASDAQ Stock Market) or regularly quoted by a recognized
          securities dealer but selling prices are not reported, its Fair Market
          Value shall be the average of the bid and asked prices for the Common
          Stock for the last trading day before the date of determination; or

          (iii) In the absence of an established market for the Common Stock,
          the Fair Market Value thereof shall be determined in good faith by the
          Administrator.

(o)  "Incentive Stock Option" shall mean an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code, as
designated in the applicable written Option agreement.

(p)  "Named Executive" shall mean any individual who, on the last day of the
Company's fiscal year, is the chief executive officer of the Company (or is
acting in such capacity) or is among the four highest compensated officers of
the Company (other than the chief executive officer) determined in accordance
with the executive compensation disclosure rules under the Exchange Act.

(q)  "Nonqualified Stock Option" shall mean an Option not intended to qualify as
an Incentive Stock Option, as designated in the applicable written Option
agreement.

(r)  "Officer" shall mean a person who is an executive officer of the Company
within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.

(s)  "Option" shall mean a stock option granted pursuant to the Plan.

(t)  "Optioned Stock" shall mean the Common Stock subject to an Option.

(u)  "Optionee" shall mean an Employee or Consultant who receives an Option.
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(v)  "Parent" shall mean a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.

(w)  "Plan" shall mean this 2000 Stock Option Plan.

(x)  "Rule 16b-3" shall mean Rule 16b-3 promulgated under the Exchange Act as
amended from time to time, or any successor provision.

(y)  "Share" shall mean a share of the Common Stock, as adjusted in accordance
with Section 14 of the Plan.

(z)  "Subsidiary" shall mean a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.

3.   Stock Subject to the Plan.  Subject to the provisions of Section 14 of the
Plan, the maximum aggregate number of shares that may be optioned and sold under
the Plan is 2,000,000 shares of Common Stock.  The Shares may be authorized, but
unissued, or reacquired Common Stock. If an Option should expire, terminate
unexercised or become unexercisable for any reason without having been exercised
in full, the unpurchased Shares that were subject thereto shall, unless the Plan
shall have been terminated, become available for future grant under the Plan.
Notwithstanding any other provision of the Plan, shares issued under the Plan
and later repurchased by the Company shall not become available for future grant
under the Plan.

4.  Administration of the Plan.

(a)  Composition of Administrator.

           (i)   Multiple Administrative Bodies. If permitted by Rule 16b-3, and
           by the legal requirements relating to the administration of incentive
           stock option plans, if any, of applicable securities laws and the
           Code (collectively, the "Applicable Laws"), grants under the Plan may
           (but need not) be made by different administrative bodies with
           respect to Directors, Officers who are not Directors and Employees
           who are neither Directors nor Officers.

           (ii)  Administration with respect to Directors and Officers. With
           respect to grants of Options to Employees or Consultants who are also
           Officers or Directors of the Company, grants under the Plan shall be
           made by (A) the Board, if the Board may make grants under the Plan in
           compliance with Rule 16b-3 and with Section 162(m) of the Code so as
           to qualify grants of Options to Named Executives as performance-based
           compensation, or (B) a Committee designated by the Board, which
           Committee shall be constituted so that grants comply with Rule 16b-3
           and to qualify as performance-based compensation under Section 162(m)
           of the Code for persons who are or are likely to become Named
           Executives and otherwise so as to satisfy the Applicable Laws.

           (iii) Administration with respect to Other Persons. With respect to
           grants of Options to Employees or Consultants who are neither
           Directors nor Officers of the Company, the Plan shall be administered
           by (A) the Board or (B) a Committee
<PAGE>

           designated by the Board, which Committee shall be constituted in such
           a manner as to satisfy Applicable Laws.

           (iv)  General.  If a Committee has been appointed pursuant to
           subsection (ii) or (iii) of this Section 4(a), such Committee shall
           continue to serve in its designated capacity until otherwise directed
           by the Board. From time to time the Board may increase the size of
           any Committee and appoint additional members thereof, remove members
           (with or without cause) and appoint new members in substitution
           therefor, fill vacancies (however caused) and remove all members of a
           Committee and thereafter directly administer the Plan, all to the
           extent permitted by the Applicable Laws and, in the case of a
           Committee appointed under subsection (ii), to the extent permitted by
           Rule 16b-3 and to the extent required under Section 162(m) of the
           Code to qualify grants of Options to Named Executives as performance-
           based compensation.

(b)  Powers of the Administrator.  Subject to the provisions of the Plan and in
the case of a Committee, the specific duties delegated by the Board to such
Committee, the Administrator shall have the authority, in its discretion:

           (i)   to determine the Fair Market Value of the Common Stock, in
           accordance with Section 2(n) of the Plan;

           (ii)  to select the Employees and Consultants to whom Options may
           from time to time be granted hereunder;

           (iii) to determine whether and to what extent Options are granted
           hereunder;

           (iv)  to determine the number of shares of Common Stock to be covered
           by each such award granted hereunder;

           (v)   to approve forms of agreement for use under the Plan;

           (vi)  to determine the terms and conditions, not inconsistent with
           the terms of the Plan, of any award granted hereunder (including, but
           not limited to, the share price and any restriction or limitation, or
           any vesting acceleration or waiver of forfeiture restrictions
           regarding any Option and/or the shares of Common Stock relating
           thereto, based in each case on such factors as the Administrator
           shall determine, in its sole discretion);

           (vii) to reduce the exercise price of any Option to the then current
           Fair Market Value if the Fair Market Value of the Common Stock
           covered by such Option shall have declined since the date the Option
           was granted.

(c)  Effect of Administrator's Decision. All decisions, determinations and
interpretations of the Administrator shall be final and binding on all Optionees
and any other holders of any Options.

5.  Eligibility.
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(a)  Recipients of Grants. Nonqualified Stock Options may be granted to
Employees and Consultants. Incentive Stock Options may be granted only to
Employees, provided, however, that Employees of an Affiliate shall not be
eligible to receive Incentive Stock Options. An Employee or Consultant who has
been granted an Option may, if he or she is otherwise eligible, be granted an
additional Option or Options.

(b)  Type of Option. Each Option shall be designated in a written option
agreement as either an Incentive Stock Option or a Nonqualified Stock Option.
However, notwithstanding such designations, to the extent that the aggregate
Fair Market Value of Shares with respect to which Incentive Stock Options are
exercisable for the first time by an Optionee during any calendar year (under
all plans of the Company or any Parent or Subsidiary) exceeds $100,000, such
excess Options shall be treated as Nonqualified Stock Options. For purposes of
this Section 5(b), Incentive Stock Options shall be taken into account in the
order in which they were granted, and the Fair Market Value of the Shares shall
be determined as of the time the Option with respect to such Shares is granted.

(c)  No Employment Rights. The Plan shall not confer upon any Optionee any right
with respect to continuation of employment or consulting relationship with the
Company, nor shall it interfere in any way with his or her right or the
Company's right to terminate his or her employment or consulting relationship at
any time, with or without cause.

6.  Term of Plan.  The Plan shall become effective upon its approval by the
shareholders of the Company as described in Section 20 of the Plan.  It shall
continue in effect for a term of ten years unless sooner terminated under
Section 16 of the Plan.

7.  Term of Option.  The term of each Option shall be the term stated in the
Option agreement; provided, however, that in the case of an Incentive Stock
Option, the term shall be no more than ten years from the date of grant thereof
or such shorter term as may be provided in the Option agreement.  In the case of
an Incentive Stock Option granted to an Optionee who, at the time the Option is
granted, owns stock representing more than 10% of the voting power of all
classes of stock of the Company or any Parent or Subsidiary, the term of the
Option shall be five years from the date of grant thereof or such shorter term
as may be provided in the Option agreement.

8.  Limitation on Grants to Employees.  Subject to adjustment as provided in
this Plan, the maximum number of Shares which may be subject to Options granted
to any one Employee or Consultant under this Plan for any fiscal year of the
Company shall be 1,000,000.

9.  Option Exercise Price and Consideration.

(a) Exercise Price. The per Share exercise price for the Shares to be issued
pursuant to exercise of an Option shall be such price as is determined by the
Administrator, but shall be subject to the following:

          (i)  In the case of an Incentive Stock Option (A) granted to an
          Employee who, at the time of the grant of such Incentive Stock Option,
          owns stock representing more than 10% of the voting power of all
          classes of stock of the Company or any Parent or Subsidiary, the per
          Share exercise price shall be no less than 110% of the Fair Market
          Value per Share on the date of grant; or (B) granted to any other
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          Employee, the per Share exercise price shall be no less than 100% of
          the Fair Market Value per Share on the date of grant.

          (ii)  In the case of a Nonqualified Stock Option (A) granted to a
          person who, at the time of the grant of such Option, is, or is likely
          to be a Named Executive of the Company, the per share Exercise Price
          shall be no less than 100% of the Fair Market Value on the date of
          grant; or (B) granted to any person other than a Named Executive, the
          per Share exercise price shall be the price determined by the
          Administrator.

(b)  Permissible Consideration. The consideration to be paid for the Shares to
be issued upon exercise of an Option, including the method of payment, shall be
determined by the Administrator (and, in the case of an Incentive Stock Option,
shall be determined at the time of grant) and may consist entirely of (1) cash,
(2) check, (3) promissory note, (4) other Shares that (x) in the case of Shares
acquired upon exercise of an Option, either have been owned by the Optionee for
more than six months on the date of surrender or were not acquired, directly or
indirectly, from the Company, and (y) have a Fair Market Value on the date of
surrender equal to the aggregate exercise price of the Shares as to which said
Option shall be exercised, (5) authorization from the Company to retain from the
total number of Shares as to which the Option is exercised that number of Shares
having a Fair Market Value on the date of exercise equal to the exercise price
for the total number of Shares as to which the Option is exercised, (6) delivery
of a properly executed exercise notice together with irrevocable instructions to
a broker to deliver promptly to the Company the amount of sale or loan proceeds
required to pay the exercise price, (7) any combination of the foregoing methods
of payment or (8) such other consideration and method of payment for the
issuance of Shares to the extent permitted under Applicable Laws. In making its
determination as to the type of consideration to accept, the Administrator shall
consider if acceptance of such consideration may be reasonably expected to
benefit the Company.

10.  Exercise of Option.

(a)  Procedure for Exercise; Rights as a Shareholder. Any Option granted
hereunder shall be exercisable at such times and under such conditions as
determined by the Administrator, including performance criteria with respect to
the Company and/or the Optionee, and as shall be permissible under the terms of
the Plan. An Option may not be exercised for a fraction of a Share. An Option
shall be deemed to be exercised when written notice of such exercise has been
given to the Company by the person entitled to exercise the Option and full
payment for the Shares with respect to which the Option is exercised has been
received by the Company. Full payment may, as authorized by the Administrator,
consist of any consideration and method of payment allowable under Section 9(b)
of the Plan. Until the issuance (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of the Company) of
the stock certificate evidencing such Shares, no right to vote or receive
dividends or any other rights as a shareholder shall exist with respect to the
Optioned Stock, notwithstanding the exercise of the Option. The Company shall
issue (or cause to be issued) such stock certificate promptly upon exercise of
the Option. No adjustment will be made for a dividend or other right for which
the record date is prior to the date the stock certificate is issued, except as
provided in Section 14 of the Plan. Exercise of an Option in any manner shall
result in a decrease in the number of Shares which thereafter may be available,
both for purposes of the Plan and for sale under the Option, by the number of
Shares as to which the Option is exercised.
<PAGE>

(b)  Termination of Status as an Employee or Consultant. In the event of
termination of an Optionee's Continuous Status as an Employee or Consultant,
such Optionee may, but only within three months (or such other period of time,
not exceeding three months in the case of an Incentive Stock Option or six
months in the case of a Nonqualified Stock Option, as is determined by the
Administrator, with such determination being made in the case of an Incentive
Stock Option at the time of grant of the Option) after the date of such
termination (but in no event later than the date of expiration of the term of
such Option as set forth in the Option Agreement), exercise his or her Option to
the extent that he or she was entitled to exercise it at the date of such
termination. To the extent that the Optionee was not entitled to exercise the
Option at the date of such termination, or if the optionee does not exercise
such Option (which he or she was entitled to exercise) within the time specified
herein, the Option shall terminate.

(c)  Disability of Optionee. Notwithstanding Section 10(b), in the event of
termination of an Optionee's Continuous Status as an Employee or Consultant as a
result of his or her total and permanent disability (as defined in Section
22(e)(3) of the Code), he or she may, but only within six months (or such other
period of time not exceeding 12 months as is determined by the Administrator,
with such determination in the case of an Incentive Stock Option being made at
the time of grant of the Option) from the date of such termination (but in no
event later than the date of expiration of the term of such Option as set forth
in the Option Agreement), exercise his or her Option to the extent he or she was
entitled to exercise it at the date of such termination. To the extent that he
or she was not entitled to exercise the Option at the date of termination, or if
he does not exercise such Option (which he was entitled to exercise) within the
time specified herein, the Option shall terminate.

(d)  Death of Optionee. In the event of the death of an Optionee during the term
of the Option:

           (i)  While the Optionee is an Employee or Consultant of the Company
           and shall have been in Continuous Status as an Employee or Consultant
           since the date of grant of the Option, the Option may be exercised,
           at any time within six months (or such other period of time, not
           exceeding 12 months, as is determined by the Administrator, with such
           determination in the case of an Incentive Stock Option being made at
           the time of grant of the Option) following the date of death (but in
           no event later than the date of expiration of the term of such Option
           as set forth in the Option agreement), by the Optionee's estate or
           by a person who acquired the right to exercise the Option by bequest
           or inheritance but only to the extent the right to exercise would
           have accrued had the Optionee continued living and remained in
           Continuous Status as an Employee or Consultant 12 months (or such
           other period of time as is determined by the Administrator as
           provided above) after the date of death, subject to the limitation
           set forth in Section 5(b); or

           (ii) within three months (or such other period of time not exceeding
           three months as is determined by the Administrator, with such
           determination in the case of an Incentive Stock Option being made at
           the time of grant of the Option) after the termination of Continuous
           Status as an Employee or Consultant, the Option may be exercised, at
           any time within six months following the date of death (but in no
           event later than the date of expiration of the term of such Option as
           set forth in the Option agreement), by the Optionee's estate or by a
           person who acquired the
<PAGE>

           right to exercise the Option by bequest or inheritance, but only to
           the extent of the right to exercise that had accrued at the date of
           termination.

(e)  Extension of Exercise Period. The Administrator shall have full power and
authority to extend the period of time for which an option is to remain
exercisable following termination of an Optionee's Continuous Status as an
Employee or Consultant from the periods set forth in Sections 10(b), 10(c) and
10(d) above or in the Option agreement to such greater time as the Board shall
deem appropriate, provided, that in no event shall such Option be exercisable
later than the date of expiration of the term of such Option as set forth in the
Option agreement.

(f)  Rule 16b-3. Options granted to persons subject to Section 16(b) of the
Exchange Act must comply with Rule 16b-3 and shall contain such additional
conditions or restrictions as may be required thereunder to qualify for the
maximum exemption from Section 16 of the Exchange Act with respect to Plan
transactions.

11.  Withholding Taxes.  As a condition to the exercise of Options granted
hereunder, the Optionee shall make such arrangements as the Administrator may
require for the satisfaction of any federal, state, local or foreign withholding
tax obligations that may arise in connection with the exercise, receipt or
vesting of such Option.  The Company shall not be required to issue any Shares
under the Plan until such obligations are satisfied.

12.  Stock Withholding to Satisfy Withholding Tax Obligations.  At the
discretion of the Administrator, Optionees may satisfy withholding obligations
as provided in this paragraph.  When an Optionee incurs tax liability in
connection with an Option which tax liability is subject to tax withholding
under applicable tax laws, and the Optionee is obligated to pay the Company an
amount required to be withheld under applicable tax laws, the Optionee may
satisfy the withholding tax obligation by one or some combination of the
following methods:  (a) by cash payment, or (b) out of Optionee's current
compensation, or (c) if permitted by the Administrator, in its discretion, by
surrendering to the Company Shares that (i) in the case of Shares previously
acquired from the Company, have been owned by the Optionee for more than six
months on the date of surrender and (ii) have a fair market value on the date of
surrender equal to or less than Optionee's marginal tax rate times the ordinary
income recognized, or (d) by electing to have the Company withhold from the
Shares to be issued upon exercise of the Option that number of Shares having a
fair market value equal to the amount required to be withheld.  For this
purpose, the fair market value of the Shares to be withheld shall be determined
on the date that the amount of tax to be withheld is to be determined (the "Tax
Date"). Any surrender by an Officer or Director of previously owned Shares to
satisfy tax withholding obligations arising upon exercise of an Option must
comply with applicable provisions of Rule 16b-3. All elections by an Optionee to
have Shares withheld to satisfy tax withholding obligations shall be made in
writing in a form acceptable to the Administrator and shall be subject to the
following restrictions:

(a)  the election must be made on or prior to the applicable Tax Date;

(b)  once made, the election shall be irrevocable as to the particular Shares of
the Option as to which the election is made; and

(c)  all elections shall be subject to the consent of the Administrator.
<PAGE>

In the event the election to have Shares withheld is made by an Optionee and the
Tax Date is deferred under Section 83 of the Code because no election is filed
under Section 83(b) of the Code, the Optionee shall receive the full number of
Shares with respect to which the Option is exercised but such Optionee shall be
unconditionally obligated to tender back to the Company the proper number of
Shares on the Tax Date.

13.  Non-Transferability of Options.  Options may not be sold, pledged,
assigned, hypothecated, transferred or disposed of in any manner other than by
will or by the laws of descent or distribution; provided that the Administrator
may in its discretion grant transferable Nonqualified Stock Options pursuant to
agreements specifying (i) the manner in which such Nonqualified Stock Options
are transferable; (ii) that any such transfer shall be limited to the following
recipients: a charitable trust established by the Optionee, a living trust
established by the Optionee or a member of Optionee's immediate family and
(iii) that any such transfer shall be subject to the Applicable Laws.  The
designation of a beneficiary by an Optionee will not constitute a transfer.  An
Option may be exercised, during the lifetime of the Optionee, only by the
Optionee or a transferee permitted by this Section 13.

14.  Adjustments Upon Changes in Capitalization; Corporate Transactions.

(a)  Adjustment. Subject to any required action by the shareholders of the
Company, the number of shares of Common Stock covered by each outstanding
Option, the number of shares of Common Stock that have been authorized for
issuance under the Plan but as to which no Options have yet been granted or
which have been returned to the Plan upon cancellation or expiration of an
Option, the maximum number of shares of Common Stock for which Options may be
granted to any Employee under Section 8 of the Plan, and the price per share of
Common Stock covered by each such outstanding Option, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected without receipt
of consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the
Administrator, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an Option.

(b)  Corporate Transactions.  In the event of the proposed dissolution or
liquidation of the Company, each Option will terminate immediately prior to the
consummation of such proposed action, unless otherwise provided by the
Administrator. The Administrator may, in the exercise of its sole discretion in
such instances, declare that any Option shall terminate as of a date fixed by
the Administrator and give each Optionee the right to exercise his or her Option
as to all or any part of the Optioned Stock, including Shares as to which the
Option would not otherwise be exercisable. In the event of a proposed sale of
all or substantially all of the assets of the Company, or the merger of the
Company with or into another corporation, each Option shall be assumed or an
equivalent option shall be substituted by such successor corporation or a parent
or subsidiary of such successor corporation, unless the Administrator
determines, in the exercise of its sole discretion and in lieu of such
assumption or substitution, that the Optionee shall have the right to exercise
the Option as to some or all of the Optioned Stock, including Shares as to which
<PAGE>

the Option would not otherwise be exercisable. If the Administrator makes an
Option exercisable in lieu of assumption or substitution in the event of a
merger or sale of assets, the Administrator shall notify the Optionee that the
Option shall be exercisable for a period of 15 days from the date of such
notice, and the Option will terminate upon the expiration of such period.

15.  Time of Granting Options.  The date of grant of an Option shall, for all
purposes, be the date on which the Administrator makes the determination
granting such Option or such other date as is determined by the Administrator;
provided however that in the case of any Incentive Stock Option, the grant date
shall be the later of the date on which the Administrator makes the
determination granting such Incentive Stock Option or the date of commencement
of the Optionee's employment relationship with the Company.  Notice of the
determination shall be given to each Employee or Consultant to whom an Option is
so granted within a reasonable time after the date of such grant.

16.  Amendment and Termination of the Plan.

(a)  Amendment and Termination. The Board may amend or terminate the Plan from
time to time in such respects as the Board may deem advisable; provided that,
the following revisions or amendments shall require approval of the shareholders
of the Company in the manner described in Section 20 of the Plan:

         (i)    any increase in the number of Shares subject to the Plan
         available for grant as Incentive Stock Options, other than an
         adjustment under Section 14 of the Plan;

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

         (iii)  any change in the limitation on grants to Employees as described
         in Section 8 of the Plan or other changes that would require
         shareholder approval to qualify Options granted hereunder as
         performance-based compensation under Section 162(m) of the Code or
         Incentive Stock Options under Section 422 of the Code.

(b)  Shareholder Approval. If any amendment requiring shareholder approval under
Section 16(a) of the Plan is made subsequent to the first registration of any
class of equity securities by the Company under Section 12 of the Exchange Act,
such shareholder approval shall be solicited as described in Section 20 of the
Plan.

(c)  Effect of Amendment or Termination. Any such amendment or termination of
the Plan shall not affect Options already granted and such Options shall remain
in full force and effect as if this Plan had not been amended or terminated,
unless mutually agreed otherwise between the Optionee and the Board, which
agreement must be in writing and signed by the Optionee and the Company.

17.  Conditions Upon Issuance of Shares.  Shares shall not be issued pursuant to
the exercise of an Option unless the exercise of such Option and the issuance
and delivery of such Shares pursuant thereto shall comply with all relevant
provisions of law, including, without limitation, the Securities Act of 1933, as
amended, the Exchange Act, the rules and regulations promulgated
<PAGE>

thereunder and the requirements of any stock exchange upon which the Shares may
then be listed, and shall be further subject to the approval of counsel for the
Company with respect to such compliance. As a condition to the exercise of an
Option, the Company may require the person exercising such Option to represent
and warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such
Shares if, in the opinion of counsel for the Company, such a representation is
required by any of the aforementioned relevant provisions of law.

18.  Reservation of Shares.  The Company, during the term of this Plan, will at
all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.  The inability of the
Company to obtain authority from any regulatory body having jurisdiction, which
authority is deemed by the Company's counsel to be necessary to the lawful
issuance and sale of any Shares hereunder, shall relieve the Company of any
liability in respect of the failure to issue or sell such Shares as to which
such requisite authority shall not have been obtained.

19.  Agreements.  Options shall be evidenced by written agreements in such form
as the Board shall approve.

20.  Shareholder Approval. The Plan shall be subject to approval by the
shareholders of the Company not later than 12 months after the date of adoption
by the Board. Shareholder approval shall be obtained in the manner and to the
degree required under applicable federal and state law and the rules of any
stock exchange upon which the Shares are listed.

As adopted by the Board of Directors on February 17, 2000, subject to
shareholder approval on May 18, 2000.