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                                                                EXHIBIT 10(g)(2)
                             U.S. DRUG TESTING, INC.

                             1997 STOCK OPTION PLAN



I.       PURPOSE

         The U.S. DRUG TESTING, INC. 1997 STOCK OPTION PLAN ("Plan") provides
for the grant of Stock Options to employees, directors and consultants of U.S.
Drug Testing, Inc. (the "Company"), and such of its subsidiaries (as defined in
Section 424(f) of the Internal Revenue Code of 1986 (the "Code") as the Board of
Directors of the Company shall from time to time designate ("Participating
Subsidiaries") in order to advance the interests of the Company and its
Participating Subsidiaries through the motivation, attraction and retention of
key personnel.

II.      INCENTIVE STOCK OPTIONS AND NON-INCENTIVE STOCK OPTIONS

         The Stock Options granted under the Plan may be either:

              a) Incentive Stock Options ("ISO's") which are intended to be
         "Incentive Stock Options" as that term is defined in Section 422 of the
         Code; or

              b) Nonstatutory Stock Options ("NSO's") which are intended to be
         options that do not qualify as "Incentive Stock Options" under Section
         422 of the Code.

          All Stock Options shall be ISO's unless the Option Agreement clearly
designates the Stock Options granted thereunder, or a specified portion thereof,
as NSO's. Subject to the other provisions of the Plan, a Participant may receive
ISO's and NSO's at the same time, provided that the ISO's and NSO's are clearly
designated as such, and the exercise of one does not affect the exercise of the
other.

         Except as otherwise expressly provided herein, all of the provisions
and requirements of the Plan relating to Stock Options shall apply to ISO's and
NSO's.

III.     ADMINISTRATION

         The Plan shall be administered by the Board of Directors (the "Board")
of the company if each member of the Board is a Disinterested Person. If each
member of the Board is not a Disinterested Person, a committee of two or more
directors ("Committee") each of whom is a Disinterested Person shall administer
the Plan. The Committee or the Board of Directors, 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 ISO's 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.



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         All actions taken and all interpretations and determinations made by
the Board or 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 Board or Committee shall be
personally liable for any action, determination or interpretation made in good
faith with respect to the Plan, and all members of the Board and Committee
shall, in addition to their rights as directors, be fully protected by the
Company with respect to any such action, determination or interpretation. Rule
16(b)-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 or Committee,
grants of Stock 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.

IV.      DEFINITIONS

         4.1. "Stock Option." A Stock Option is the right granted under the Plan
to an Employee, director or consultant to purchase, at such time or times and at
such price or prices ("Option Price") as are determined by the Board or
Committee, the number of shares of Common Stock determined by the Board or
Committee.

         4.2. "Common Stock." A share of Common Stock means a share of
authorized but unissued or reacquired common stock of the Company.

         4.3. "Fair Market Value." If the Common Stock is traded publicly, the
Fair Market Value of a share of Common Stock on any date shall be the average of
the representative closing bid and asked prices, as quoted by any exchange that
the stock is listed on, for the date in question. If the Common Stock is not
traded publicly, the Fair Market Value of a share of Common Stock on any date
shall be determined in good faith by the Board of Directors or the Board or
Committee after such consultations with outside legal, accounting and other
experts as the Board of Directors or the Committee may deem advisable, and the
Board of Directors or the Committee shall maintain a written record of its
method of determining such value.

         4.4. "Employee." An Employee is an employee of the Company or any
Participating Subsidiary.

         4.5. "Participant." A Participant is an Employee, director or
consultant to whom a Stock Option is granted.

         4.6. "Disinterested Person." A Disinterested Person is a person who
satisfies the definition of a "disinterested person" set forth in Rule 16(b)-3
under the Act or any successor rule or regulation, as it may be amended from
time to time.


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V.       ELIGIBILITY AND PARTICIPATION

         Grants of ISO's and NSO's may be made to Employees of the Company or
any Participating Subsidiary. Grants of NSO's may be made to directors of or
consultants to the Company or any Participating Subsidiary. Any director of the
Company or of a Participating Subsidiary who is also an Employee shall also be
eligible to receive ISO's. The Board or Committee shall from time to time
determine the Participants to whom Stock Options shall be granted, the number of
shares of Common Stock subject to each Stock Option to be granted to each such
Participant, the Option Price of such Stock Options, all as provided in this
Plan. The Option Price of any ISO shall be not less than the Fair Market Value
of a share of Common Stock on the date on which the Stock Option is granted, but
the Option Price of an NSO may be less than the Fair Market Value on the date
the NSO is granted if the Board or Committee so determines. If an ISO is granted
to an Employee who then owns stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company or any parent or
subsidiary corporation of the Company, the Option price of such ISO shall be at
least 110% of the Fair Market Value of the Common Stock subject to the ISO at
the time such ISO's are granted, and such ISO shall not be exercisable after
five years after the date on which it was granted. Each Stock Option shall be
evidenced by a written agreement ("Option Agreement") containing such terms and
provisions as the Board or Committee may determine, subject to the provisions of
this Plan.

VI.      SHARES OF COMMON STOCK SUBJECT TO THE PLAN

         6.1. Maximum Number. The maximum aggregate number of shares of Common
Stock that may be made subject to Stock Options shall be 1,000,000 authorized
but unissued shares. The aggregate Fair Market Value (determined as of the time
the ISO is granted) of the stock as to all ISO's granted to an individual which
may first become exercisable in a particular calendar year may not exceed
$200,000. If any shares of Common Stock subject to Stock Options are not
purchased or otherwise paid for before such Stock Options expire, such shares
may again be made subject to Stock Options.

         6.2. Capital Changes. In the event any changes are made to the shares
of Common Stock (whether by reason of reorganization, recapitalization, stock
dividend, stock split, combination of shares, exchange of shares, change in
corporate structure, or otherwise), appropriate adjustments shall be made in:
(i) the number of shares of Common Stock theretofore made subject to Stock
Options, and in the Option Price of said shares; and (ii) the aggregate number
of shares which may be made subject to Stock Options in the future. If any of
the foregoing adjustments shall result in a fractional share, the fraction shall
be disregarded and the Company shall have no obligation to make any cash or
other payment with respect to such a fractional share.

VII.     EXERCISE OF STOCK OPTIONS

         7.1. Time of Exercise. Subject to the provisions of the Plan, the Board
or Committee, in its discretion, shall determine the time when a Stock Option,
or a portion of a Stock Option, shall become exercisable, and the time when a
Stock Option, or a portion of a Stock Option, shall expire. Such time or times
shall be set forth in the Option Agreement evidencing such Stock Options. A
Stock Option shall expire, to the extent not exercised, no later than the tenth
anniversary of the date on which it was granted. The Board or Committee may
accelerate the vesting of any Participant's Stock Option by giving written
notice to the Participant. Upon receipt of such notice, the Participant and the
Company shall amend the Option Agreement to reflect the new vesting schedule.
The acceleration of the exercise period of a Stock Option shall not affect the
expiration date of that Stock Option.


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         7.2. Exchange of Outstanding Stock. The Board or Committee, in its sole
discretion, may permit a Participant to surrender to the Company shares of the
Common Stock previously acquired by the Participant as part of full payment for
the exercise of a Stock Option. Such surrendered shares shall be valued at their
Fair Market Value on the date of exercise.

         7.3. Use of Promissory Note; Exercise Loans. The Board or Committee
may, in its sole discretion, impose terms and conditions, including conditions
relating to the manner and timing of payments, on the exercise of Stock Options.
Such terms and conditions may include, but are not limited to, permitting a
Participant to deliver to the Company his promissory note as full or partial
payment for the exercise of a Stock Option. The Board or Committee, in its sole
discretion, may authorize the Company to make a loan to a Participant in
connection with the exercise of Stock Options, or authorize the Company to
arrange or guarantee loans to a Participant by a third party.

         7.3. Termination of Employment before Exercise. If the employment of a
Participant who was an employee of the Company or a Participating Subsidiary
when the Stock Option was granted shall terminate for any reason other than the
Participant's death or disability, any Stock Options then held by the
Participant, to the extent then exercisable under the applicable Option
Agreement(s), shall remain exercisable after the termination of his employment
for a period of three months (but not later than the specified expiration date).
If the Participant's employment is terminated because the Participant is
disabled within the meaning of Section 22(e)(3) of the Code, any Stock Option
then held by the Participant, to the extent then exercisable under the
applicable Option Agreement(s), shall remain exercisable after the termination
of his employment for a period of twelve months (but not later than the
specified expiration date). If the Participant dies while employed by the
Company or a participating Subsidiary, or during the three-month or twelve-month
periods referred to above, his Stock Options may be exercised to the extent that
they were exercisable on the date of cessation of his employment by his estate,
or duly appointed representative, or beneficiary who acquires the Stock Options
by will or by the laws of descent and distribution, but no further installments
of his Stock Options will become exercisable and each of his Stock Options shall
terminate on the first anniversary of the date of his death (but not later than
the specified expiration dates). If a Stock Option is not exercised during the
applicable period, it shall be deemed to have been forfeited and of no further
force or effect.

         7.5. Disposition of Forfeited Stock Options. Any shares of Common Stock
subject to Stock Options forfeited by a Participant shall not thereafter be
eligible for purchase by the Participant, but may be made subject to Stock
Options granted to other Participants.

VIII.    NO CONTRACT OF EMPLOYMENT

         Nothing in this Plan shall confer upon the Participant the right to
continue in the employ of the Company, or any Participating Subsidiary, nor
shall it interfere in any way with the right of the Company, or any such
Participating Subsidiary, to discharge the Participant at any time for any
reason whatsoever, with or without cause. Nothing in this Article VIII shall
affect any rights or obligations of the Company or any Participant under any
written contract of employment.

IX.      NO RIGHTS AS A STOCKHOLDER

         A Participant shall have no rights as a stockholder with respect to any
shares of Common Stock subject to a Stock Option. Except as provided in Section
6.2, no adjustment shall be made in the number of shares of Common Stock issued
to a Participant, or in any other rights of the Participant upon exercise of a
Stock Option by reason of any dividend, distribution or other right granted to
stockholders for which the record date is prior to the date of exercise of the
Participant's Stock Option.


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X.       ASSIGNABILITY

         No Stock Option granted under this Plan, nor any other rights acquired
by Participant under this Plan, shall be assignable or transferable by a
Participant, other than by will or the laws of descent and distribution, and
Stock Options issued to a Participant are exercisable during his lifetime only
by him. Notwithstanding the preceding sentence, the Board or Committee may, in
its sole discretion, permit the assignment or transfer of an NSO and the
exercise thereof by a person other than a Participant, on such terms and
conditions as the Board or Committee in its sole discretion may determine. Any
such terms shall be determined at the time the NSO is granted, and shall be set
forth in the Option Agreement. In the event of his death, the Stock Option may
be exercised by the Personal Representative of the Participant's estate or by
the successor or successors in interest determined under the Participant's will
or under the applicable laws of descent and distribution.

XI.      MERGER OR LIQUIDATION OF THE COMPANY

         11.1. If within the duration of a Stock Option there shall be a
corporate merger, consolidation, acquisition of assets, or other reorganization
and if such transaction shall affect the Common Stock, the Participant shall
thereafter be entitled to receive upon the exercise of his Stock Option those
shares or securities that he would have received had the Stock Option been
exercised prior to such transaction and had the Participant been a stockholder
of the company with respect to such shares.

         11.2. If the Company or its stockholders enter into an agreement
providing for the sale of all, or substantially all, of the assets of the
Company, or a merger, consolidation or reorganization in which the Company is
not the surviving corporation, or the transfer of shares of the Company
representing more than 50% of the total combined voting power of all Company
shares in one or more transactions to a person or persons acting as a group for
voting purposes, the vesting schedule of some or all Stock Options may, at the
sole discretion of the Board or Committee, be accelerated so that all or any
portion of Stock Options outstanding under the Plan as of the day before the
consummation of such sale, liquidation, merger or reorganization, to the extent
not exercised, shall for all purposes under this Plan become exercisable as of
such date.

XII.     AMENDMENT

         The Board of Directors may from time to time alter, amend, suspend, or
discontinue the Plan, including, where applicable, any modifications or
amendments as it shall deem advisable in order that ISO's 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; provided, however,
that no such action shall adversely affect the rights and obligations with
respect to Stock Options at any time outstanding under the Plan; and provided
further that no such action shall, without the approval of the stockholders of
the Company, (i) increase the maximum number of shares of Common Stock that may
be made subject to Stock Options (unless necessary to effect the adjustments
required by Section 6.2), (ii) materially increase the benefits accruing to
Participants under the Plan, or (iii) materially modify the requirements as to
eligibility for participation in the Plan.


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XIII.    REGISTRATION OF OPTIONED SHARES

         The Stock Options shall not be exercisable unless the purchase of such
optioned shares is pursuant to an applicable effective registration statement
under the Securities Act of 1933, as amended, or unless, in the opinion of
counsel to the Company, the proposed purchase of such optioned shares would be
exempt from the registration requirements of the Securities Act of 1933, as
amended, and from the registration or qualification requirements of applicable
state securities laws.

XIV.     WITHHOLDING TAXES

       The Company or Participating Subsidiary may take such steps as it may
deem necessary or appropriate for the withholding of any taxes which the company
or the Participating Subsidiary is required by any law or regulation of any
governmental authority, wither federal, state or local, domestic or foreign to
withhold in connection with any Stock Options.

XV.      BROKERAGE ARRANGEMENTS

         The Board or committee, in its discretion, may enter into arrangements
with one or more banks, brokers, or other financial institutions to facilitate
the disposition of shares acquired upon exercise of Stock Options including,
without limitation, arrangements for the simultaneous exercise of Stock Options
and the sale of shares acquired upon exercise.

XVI.     NONEXCLUSIVITY OF THE PLAN

         Neither the adoption of the Plan by the Board of Directors nor the
submission of the Plan to stockholders of the Company for approval shall be
construed as creating any limitations on the power or authority of the Board of
Directors to adopt such other or additional incentive or other compensation
arrangements of whatever nature as the Board of Directors may deem necessary or
desirable or preclude or limit the continuation of any other plan, practice or
arrangement for the payment of compensation or fringe benefits to employees
generally, or to any class or group of employees, which the Company or any
Participating Subsidiary now has lawfully put into effect, including, without
limitation, any retirement, pension, savings and stock purchase plan, insurance,
death and disability benefits and executive short-term incentive plans.

XVII.    EFFECTIVE DATE

         This Plan was adopted by the Board of Directors and became effective on
August 14, 1997, subject to the approval of the Company's stockholders within
twelve (12) months thereafter. No Stock Options shall be granted subsequent to
ten years after the effective date of the Plan. Stock Options outstanding
subsequent to ten years after the effective date of the Plan shall continue to
be governed by the provisions of the Plan.


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