<PAGE>

                                                                   EXHIBIT 10.54
                                  BIGMAR, INC.
                             1997 STOCK OPTION PLAN
                                TABLE OF CONTENTS
Page

1.   PURPOSE OF THE PLAN                                                      1
2.   STOCK SUBJECT TO THE PLAN                                                1
3.   ADMINISTRATION OF THE PLAN                                               1
4.   TYPE OF OPTIONS                                                          2
5.   ELIGIBILITY                                                              2
6.   RESTRICTIONS ON INCENTIVE STOCK OPTION                                   3
7.   OPTION AGREEMENTS                                                        3
8.   OPTION PRICE                                                             4
9.   MANNER OF PAYMENT; MANNER OF EXERCISE                                    4
10.  EXERCISE OF OPTIONS                                                      5
11.  TERM OF OPTIONS: EXERCISABILITY                                          5
12.  OPTIONS NOT TRANSFERABLE                                                 6
13.  RECAPITALIZATION, REORGANIZATION AND THE LIKE                            6
14.  NO SPECIAL EMPLOYMENT RIGHTS                                             8
15.  WITHHOLDING                                                              8
16.  RESTRICTIONS OF ISSUANCE OF SHARES                                       8
17.  PURCHASE FOR INVESTMENTS; RIGHTS OF HOLDER ON SUBSEQUENT REGISTRATION    9
18.  LOANS                                                                    9
19.  MODIFICATION OF OUTSTANDING OPTIONS                                     10
20.  APPROVAL OF STOCKHOLDERS                                                10
21.  TERMINATION AND AMENDMENT OF PLAN                                       10
22.  LIMITATION OF RIGHTS IN THE OPTION SHARES                               10
23.  NOTICES                                                                 10
<PAGE>


                                  BIGMAR, INC.
                              19975TOCK OPTION PLAN

1.   PURPOSE OF THE PLAN.

     The purpose of the Bigmar, Inc., 1997 Stock Option Plan (the "Plan") is to
advance the interests of Bigmar, Inc., a Delaware corporation (the "Company"),
by providing an opportunity for ownership of the stock of the Company by
employees, agents and directors of, and consultants to, the Company and its
subsidiaries. By providing such opportunity, the Company seeks to attract and
retain such qualified personnel, and otherwise to provide additional incentive
for grantees 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 per share, of the Company (the
"Common Stock") for which options (the "Options") may be granted under the Plan
shall be 300,000 plus a number of shares equal in amount to the number of shares
for which options were granted but not exercised under the 1996 Stock Option
Plan, such options having been subsequently terminated and immediately and
automatically reissued pursuant to the terms of this Plan.

     (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 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. No member of the Board
shall act upon any matter exclusively affecting any Option granted or to be
granted to himself or herself under the Plan. A majority of the members of the
Board shall constitute a quorum, and any action may be taken by a majority of
those present and voting at any meeting. The decision of the Board as to all
questions of interpretation and application of the Plan shall be final, binding
and conclusive on all persons. The Board, in its sole discretion, may grant
Options to purchase shares of Common Stock, as provided in the Plan. The Board
shall have authority, subject to the express provisions of the Plan, to construe
the respective Option agreements and the Plan, to prescribe; amend and rescind
rules and regulations relating to the Plan, to determine the terms and
provisions of the respective Option agreements, which may but need not be
identical, and to make all other determinations in the judgment of the Board
necessary or desirable for the administration of the Plan. The Board may correct
any defect or supply any omission or reconcile any inconsistency in the Plan or
in any Option agreement in the manner and to the extent it shall deem expedient
to implement the Plan and shall be the sole and final judge of such expediency.
No director shall be liable for any action or determination made in good faith.
The Board in its discretion, may delegate its power,
<PAGE>

duties and responsibilities to a committee, consisting of two or more members of
the Board, all of whom are "disinterested persons" (as hereinafter defined). If
a committee is so appointed, all references to the Board herein shall mean and
relate to such committee, unless the context otherwise requires. For the
purposes of the Plan, a director or member of such committee shall be deemed to
be "disinterested" only if such person qualified as a "disinterested person"
within the meaning of paragraph (c)(2) of Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), as such term
is interpreted from time to time.

4.   TYPE OF OPTIONS.

     Options granted pursuant to the Plan shall be authorized by action of 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 to officers
and any employee of the Company or of any subsidiary corporation (herein called
"subsidiary" or "subsidiaries"), as defined in Section 424(f) of the Code and
the Income Tax Regulations (the "Regulations") promulgated thereunder. Directors
who are not otherwise employees of the Company or a subsidiary shall not be
eligible to be granted incentive stock options pursuant to the Plan. Options
designated as non-qualified options may be granted to (i) officers and key
employees of the Company or of any of its subsidiaries, or (ii) agents,
directors of and consultants to the Company, whether or not otherwise employees
of the Company.

     In determining the eligibility of an individual to be granted an Option, as
well as in determining the number of shares to be subject to any such Option,
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.

6.   RESTRICTIONS ON INCENTIVE STOCK OPTIONS.

     Incentive stock options (but not non-qualified options) granted under the
Plan shall be subject to the following restrictions:

     (a) LIMITATION ON NUMBER OF SHARES. Ordinarily, the aggregate fair market
value of the shares of Common Stock with respect to which incentive stock
options are granted (determined as of the date the incentive stock options are
granted), exercisable for the first time by an individual during any calendar
year shall not exceed $100,000. If an incentive stock option is granted pursuant
to which the aggregate fair market value of shares with respect to which it
first becomes exercisable in any calendar year by an individual exceeds such
$100,000 limitation, the portion of such option which is in excess of the
$100,000 limitation shall be treated as a nonqualified option pursuant to
Section 422(d)(1) of the Code. In the event that an individual is eligible to
participate in any other stock option plan of the Company or any subsidiary of
the Company which is also intended to comply with the provisions of Section 422
of the Code, such $100,000 limitation shall apply to the aggregate number of
shares for which incentive stock options may be granted under the Plan and all
such other plans.
<PAGE>

     (b) TEN PERCENT (10%) SHAREHOLDER. If any employee to whom an incentive
stock option is granted pursuant to the provisions of the Plan is on the date of
grant the owner of stock (as determined under Section 424(d) of the Code)
possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company or any subsidiary of the Company, then the
following special provisions shall be applicable to the incentive stock options
granted to such individual:

          (i)  The Option price per share subject to such incentive stock
               options shall be not less than 110% of the fair market value of
               the stock determined at the time such Option was granted. In
               determining the fair market value under this clause (i), the
               provisions of Section 8 hereof shall apply.

          (ii) The incentive stock option by its terms shall not be exercisable
               after the expiration of five (5) years from the date such Option
               is granted.

7.   OPTION AGREEMENTS.

     Each Option shall be evidenced by an agreement (the "Agreement") duly
executed on behalf of the Company and by the grantee 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; 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 grantee. More than one
Option may be granted to an individual, subject, if applicable, to the
limitations of Section 6 hereof.

8.   OPTION PRICE.

     (a) Subject to the conditions set forth in Section 8(d) hereof, the option
price or prices of shares of the Common Stock for Options designated as
non-qualified stock options shall be as determined by the Board; provided,
however, that such option price shall be not less than the fair market value of
the shares subject to such Option, determined as of the date of grant of such
Option.

     (b) Subject to the conditions set forth in Sections 6(b) and 8(d) hereof,
the option price or prices of shares of the Company's Common Stock for incentive
stock options shall be at least 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.

     (c) 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 prices on the nearest date before and the nearest date
after the date of grant in accordance with Section 25.2512-2 of the Regulations.
If the shares 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 "Ask"
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 prices on the nearest date before and the
nearest date after the date of grant in accordance with Section 25.2512-2 of the
Regulations. If the shares are not then either listed on any such exchange or
quoted in NASDAQ, the fair market value shall be the
<PAGE>

mean between the average of the "Bid" and "Ask" prices on 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 prices on the nearest date before and the nearest date after the
date of grant in accordance with Section 25.2512-2 of the Regulations. If the
fair market value cannot be determined under the preceding three sentences, it
shall be determined in good faith by the Board.

9.   MANNER OF PAYMENT: MANNER OF EXERCISE.

     (a) Options granted under the Plan may provide for the payment of the
option price by delivery of (i) cash or a check payable to the order of the
Company in an amount equal to the option price of such Options, (ii) shares of
Common Stock owned by the grantee having a fair market value equal in amount to
the option price of the Options being exercised, or (iii) any combination of (i)
and (ii); provided, however, that payment of the option price by delivery of
shares of Common Stock owned by such grantee may be made only upon the condition
that such payment does not result in a charge to earnings for financial
accounting purposes as determined by the Board, unless such condition is waived
by the Board. The fair market value of any shares of Common Stock which may be
delivered as payment upon exercise of an Option shall be determined by the Board
in accordance with Section 8 hereof.

     (b) To the extent that the right to purchase shares under an Option has
accrued and is m 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 Section 9(a) hereof. 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, after thirty (30) days but not more than
ninety (90) days 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.

10.  EXERCISE OF OPTIONS.

     Each Option granted under the Plan shall, subject to Section 1 l(b) and
Section 14 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 is not exercised by a grantee 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 one hundred
(100) full shares of Common Stock.

11.  TERM OF OPTIONS: EXERCISABILITY.

     (a)  TERM.

           (i) Each Option shall expire on a date determined by the Board which
               is not more than ten (10) years from the date of the granting
               thereof, except (a) as otherwise provided pursuant to the
               provisions of Section 6(b) hereof, and (b) for earlier
               termination as herein provided.

          (ii) Except as otherwise provided in this Section 11, an Option
               granted to any grantee whose employment, by the Company or any of
               its subsidiaries, is terminated, shall
<PAGE>

               terminate on the earlier of (i) ninety (90) days after the date
               such grantee's employment, for the Company or any such
               subsidiary, is terminated, or (ii) the date on which the Option
               expires by its terms.

         (iii) If the employment of a grantee is terminated by the Company or
               any of its subsidiaries for cause or because the grantee is in
               breach of any employment agreement or because the grantee
               voluntarily terminates such employment, such Option will
               terminate on the date the grantee's employment is terminated by
               the Company or any such subsidiary, unless the Board determines,
               at the time of such option, to extend such option for a specified
               period (but not beyond the period described in Section
               ll(a)(ii)).

          (iv) If the employment of a grantee is terminated by the Company or
               any of its subsidiaries because the grantee has become
               permanently disabled (within the meaning of Section 22(e)(3) of
               the Code), such Option shall terminate on the earlier of (i) one
               (1) year after the date such grantee's employment, by the Company
               or any such subsidiary, is terminated, or (ii) the date on which
               the Option expires by its terms.

           (v) In the event of the death of any grantee, any Option granted to
               such grantee shall terminate one (1) year after the date of
               death, or on the date on which the Option expires by its terms,
               whichever occurs first.

     (b)  Exercisability.

           (i) An Option granted to a grantee whose employment, by the Company
               or any of its subsidiaries, is terminated, for whatever reason,
               including, without limitation, death or disability, shall be
               exercisable only to the extent that such Option has accrued and
               vested, and is in effect on the date such grantee's employment by
               the Company or any such subsidiary, is terminated.

12.  OPTIONS NOT TRANSFERABLE.

     The right of any grantee to exercise any Option granted to him or her shall
not be assignable or transferable by such grantee other than by will or the laws
of descent and distribution, or the rules thereunder, and any such Option shall
be exercisable during the lifetime of such grantee only by him or her. Any
Option granted under the Plan shall be null and void and without effect upon the
bankruptcy of the grantee to whom the Option is granted, or upon any attempted
assignment or transfer, except as herein provided, including without limitation,
any purported assignment, whether voluntary or by operation of law, pledge,
hypothecation or other disposition, attachment, trustee process or similar
process, whether legal or equitable, upon such Option.

13.  RECAPITALIZATION, REORGANIZATION AND THE LIKE.

     In the event that the outstanding shares of the 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
<PAGE>

portions thereof then unexercised, shall be exercisable, to the end that the
proportionate interest of the grantee 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, in his, her or its sole discretion, may deliver to
the grantee 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 grantee would have
received had the Option been exercised (but only to the extent then exercisable)
and had 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, all Options (whether or not then
exercisable) shall immediately terminate and be of no further force or effect.
The value of the stock or other securities the grantee 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 8 hereof.

     The Board shall also have the power and right to accelerate the
exercisability of any Option, notwithstanding any limitations in this Plan or in
the Agreement upon such a sale, conveyance or Change in Control. Upon such
acceleration, any Option or portion thereof originally designated as an
incentive stock option that no longer qualifies as an incentive stock option
under Section 422 of the Code as a result of such acceleration shall be
redesignated as a non-qualified stock option without the necessity of further
Board action

     A "Change in Control" shall be deemed to have occurred if any person, or
any two (2) or more persons acting as a group, and all affiliates of such person
or persons, who prior to such time owned less than fifty percent (50%) of the
then outstanding Common Stock, shall acquire such additional shares of Common
Stock in one (1) 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 the Common Stock outstanding.

     Upon dissolution or liquidation of the Company, all Options granted under
this Plan shall terminate, but each grantee (if at such time in the employ of or
otherwise associated with the Company or any of its subsidiaries as a director,
agent or consultant) shall have the right, immediately prior to such dissolution
or liquidation, to exercise his or her Option or 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 424(a) of the Code and the Regulations
thereunder, and any such option grant 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 in 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.
<PAGE>

14.  NO SPECIAL EMPLOYMENT RIGHTS.

     Nothing contained in the Plan or in any Option granted under the Plan shall
confer upon any grantee 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 of such
occurrence pursuant to uniform nondiscriminatory criteria.

15.  WITHHOLDING.

     The Company's obligation to deliver shares upon the exercise of any
non-qualified Option granted under the Plan, or cash upon the exercise of an
Option granted under the Plan, shall be subject to the grantee's satisfaction of
all applicable Federal, state and local income and employment tax withholding
requirements. The Company and grantee may agree to withhold shares of Common
Stock purchased upon exercise of an Option to satisfy the above-mentioned
withholding requirements; provided, however, that no such agreement may be made
by a grantee who is an "officer" or "director" within the meaning of Section 16
of the Exchange Act, except pursuant to a standing election to so withhold
shares of Common Stock purchased upon exercise of an Option, such election to be
made not less than six (6) months prior to such exercise and which election may
be revoked only upon six (6) months prior written notice.

16.  RESTRICTIONS ON ISSUANCE OF SHARES.

     (a) Notwithstanding the provisions of Section 9 hereof, the Company may
delay the issuance of shares covered by the exercise of an Option and the
delivery of a certificate for such shares until one of the following conditions
shall be satisfied:

          (i)  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

          (ii) 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 as
               hereafter amended.

     (b) It is intended that all exercises of Options shall be effective, and
the Company shall use its reasonable 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 in its sole
discretion.

17.  PURCHASE FOR INVESTMENT; RIGHTS OF HOLDER ON SUBSEQUENT REGISTRATION.
<PAGE>

     Unless and until 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 amended ("1933 Act"), as now in force or hereafter amended, 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 grantee 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 required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances under which they were made.

18.  LOANS.

     At the discretion of the Board, the Company may loan to the grantee some or
all of the option price of the shares acquired upon exercise of an Option.

19.  MODIFICATION OF OUTSTANDING OPTIONS.

     Subject to any applicable limitations contained herein, the Board may
authorize the amendment of any outstanding Option with the consent of the
grantee 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.

20.  APPROVAL OF STOCKHOLDERS.

     The Plan shall become effective upon adoption by the Board; provided,
however, that the Plan shall be submitted for approval by the stockholders of
the Company no later than twelve (12) months after the date of adoption of the
Plan by the Board. Should the stockholders of the Company fail to approve the
Plan within such twelve-month period, all Options granted thereunder shall be
and become null and void.

21.  TERMINATION AND AMENDMENT OF PLAN.

     Unless sooner terminated as herein provided, the Plan shall terminate 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 (i) the Board may not,
without the approval of the stockholders of the Company obtained in the manner
stated in Section 21 hereof, increase the maximum number of shares for which
Options may be granted or change the
<PAGE>

designation of the class of persons eligible to receive Options under the Plan,
and (ii) any such modification or amendment of the Plan shall be approved by a
majority of the stockholders of the Company to the extent that such stockholder
approval is necessary to comply with applicable provisions of the Code, rules
promulgated pursuant to Section 16 of the Exchange Act (if applicable),
applicable state law, or applicable NASD or exchange listing requirements.
Termination or any modification or amendment of the Plan shall not, without the
consent of a grantee, affect his or her rights under an Option theretofore
granted to him or her.

22.  LIMITATION OF RIGHTS IN THE OPTION SHARES.

     A grantee 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 grantee.

23.  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 the attention of the Chief Executive
Officer at the Company's principal place of business; and, if to a grantee, to
his or her address as it appears on the records of the Company.