Exhibit 4.1

                        TSET, INC. 2001 STOCK OPTION PLAN


                                   ARTICLE I.

                        PURPOSE AND ADOPTION OF THE PLAN

         1.1.  PURPOSE.  The purpose of the TSET,  Inc.  2001 Stock  Option Plan
(hereinafter  referred to as the "PLAN") is to assist the Company in  attracting
and  retaining  highly  competent  employees  and  to  act  as an  incentive  in
motivating  selected  officers  and  other key  employees  of the  Company,  and
directors  and  consultants  of the  Company,  to  achieve  long-term  corporate
objectives.

         1.2.  ADOPTION  AND TERM.  The Plan has been  approved  by the Board of
Directors of TSET,  Inc., to be effective as of November 1, 2001 (the "EFFECTIVE
DATE");  PROVIDED,  HOWEVER,  that no  Incentive  Stock  Option  may be  granted
hereunder unless and until the Plan has been approved by the shareholders of the
Company  within 12 months  before or after the date the Plan is  adopted  by the
Board.  The Plan shall remain in effect until terminated by action of the Board;
PROVIDED,  HOWEVER,  that no Option  may be  granted  hereunder  after the tenth
anniversary of the Effective Date.

                                   ARTICLE II.

                                   DEFINITIONS

         For the purpose of this Plan,  the  following  capitalized  terms shall
have the following meanings:

         2.1.  "BENEFICIARY" means an individual,  trust or estate who or which,
by a  written  designation  of the  Participant  filed  with the  Company  or by
operation  of law,  succeeds to the rights and  obligations  of the  Participant
under the Plan and the Option Agreement upon the Participant's death.

         2.2.     "BOARD" means the Board of Directors of the Company.

         2.3.  "CHANGE IN CONTROL"  means,  and shall be deemed to have occurred
upon the occurrence of, any one of the following events:

                  a) The  acquisition  in one or more  transactions,  other than
from the  Company,  by any  individual,  entity or group  (within the meaning of
Section  13(d)(3) or  14(d)(2)  of the  Exchange  Act) of  beneficial  ownership
(within  the  meaning of Rule 13d-3  promulgated  under the  Exchange  Act) of a
number of  Company  Voting  Securities  in excess of 15% of the  Company  Voting
Securities unless such acquisition has been approved by the Board;

                  b) Any election of persons to the Board that causes a majority
of the Board to consist of persons  other than (i) persons  who were  members of
the Board on the Effective Date and (ii) persons who were nominated for election
as  members  of the Board at a time when a majority  of the Board  consisted  of

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persons who were members of the Board on the Effective Date; PROVIDED,  HOWEVER,
that any person  nominated  for  election by a Board at least a majority of whom
constituted  persons described in clauses (i) and/or (ii) or by persons who were
themselves  nominated by such Board shall,  for this purpose,  be deemed to have
been nominated by a Board composed of persons described in clause (i);

                  c)  Approval  by  the   shareholders   of  the  Company  of  a
reorganization,  merger or consolidation, unless, following such reorganization,
merger  or  consolidation,  all or  substantially  all of  the  individuals  and
entities who were the respective  beneficial  owners of the  Outstanding  Common
Stock and Company Voting Securities  immediately  prior to such  reorganization,
merger or consolidation,  following such reorganization, merger or consolidation
beneficially own, directly or indirectly,  more than 80% of,  respectively,  the
then  outstanding  shares of common stock and the  combined  voting power of the
then outstanding voting securities entitled to vote generally in the election of
directors or  trustees,  as the case may be, of the entity  resulting  from such
reorganization,  merger or consolidation in substantially the same proportion as
their  ownership of the Outstanding  Common Stock and Company Voting  Securities
immediately prior to such reorganization,  merger or consolidation,  as the case
may be; or

                  d)  Approval  by  the  shareholders  of the  Company  of (i) a
complete  liquidation  or  dissolution  of the  Company  or (ii) a sale or other
disposition of all or substantially all the assets of the Company.

         2.4.  "CODE"  means the  Internal  Revenue  Code of 1986,  as  amended.
References  to a  section  of the  Code  shall  include  that  section  and  any
comparable   section  or  sections  of  any  future   legislation  that  amends,
supplements or supersedes said section

         2.5.     "COMMITTEE" means the Committee defined in Section 3.1.

         2.6. "COMMON STOCK" means Common Stock of the Company,  par value $.001
per share.

         2.7.  "COMPANY"  means  TSET,  Inc.,  a  Nevada  corporation,  and  its
successors.

         2.8. "COMPANY VOTING SECURITIES" means the combined voting power of the
Common Stock of the Company and all other outstanding  securities of the Company
entitled to vote generally in the election of directors of the Company.

         2.9. "DATE OF GRANT" means the date  designated by the Committee as the
date as of which it grants an Option,  which shall not be earlier  than the date
on which the Committee approves the granting of such Option.

         2.10.  "EXCHANGE  ACT" means the  Securities  Exchange Act of 1934,  as
amended.

         2.11.  "FAIR MARKET VALUE" means, as of any applicable date: (i) if the
Common Stock is listed on a national  securities  exchange or is authorized  for
quotation on The Nasdaq  National  Market  System  ("NMS"),  the closing  price,
regular way, of the Common Stock on such exchange or NMS, as the case may be, on
such date or if no sale of the Common Stock shall have occurred on such date, on



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the next  preceding date on which there was such a reported sale; or (ii) if the
Common  Stock is not listed for  trading on a national  securities  exchange  or
authorized for quotation on NMS, the closing bid price as reported by The Nasdaq
SmallCap  Market on such date,  or if no such price shall have been reported for
such date, on the next preceding  date for which such price was so reported;  or
(iii) if the Common  Stock is not listed  for  trading on a national  securities
exchange or authorized  for quotation on NMS or The Nasdaq  SmallCap  Market (if
applicable),  the last  reported  bid price  published  in the "pink  sheets" or
displaced on the National  Association  of  Securities  Dealers,  Inc.  ("NASD")
Over-the-Counter Bulletin Board, as the case may be; or (iv) if the Common Stock
is not listed for trading on a national securities  exchange,  is not authorized
for quotation on NMS or The Nasdaq  SmallCap  Market and is not published in the
"pink  sheets" or  displayed on the NASD  Electronic  Bulletin  Board,  the fair
market value of the Common Stock as  determined  in good faith under  procedures
established by the Board which  determination  shall be final and binding on all
Participants.

         2.12.  "INCENTIVE STOCK OPTION" means a stock option within the meaning
of Section 422 of the Code.

         2.13. "MERGER" means any merger, reorganization,  consolidation,  share
exchange,  transfer  of  assets  or  other  transaction  having  similar  effect
involving the Company.

         2.14.  "NONSTATUTORY STOCK OPTION" means a stock option which is not an
Incentive Stock Option.

         2.15.  "OPTION AGREEMENT" means a written agreement between the Company
and a  Participant  specifically  setting  forth the terms and  conditions of an
Option granted under the Plan.

         2.16. "OPTION PRICE",  with respect to Options,  shall have the meaning
set forth in Section 6.1(b).

         2.17.  "OPTION  TERM" means,  with respect to an Option,  the period of
time set forth in the Option Agreement during which the Option may be exercised.

         2.18.  "OPTIONS"  means all  Nonstatutory  Stock  Options and Incentive
Stock Options granted at any time under the Plan.

         2.19.  "OUTSTANDING  COMMON STOCK" means,  at any time,  the issued and
outstanding shares of Common Stock.

         2.20.  "PARTICIPANT"  means a person  designated  to  receive an Option
under the Plan in accordance with Section 5.1.

         2.21.  "PLAN" means the TSET,  Inc. 2001 Stock Option Plan as described
herein, as the same may be amended from time to time.

         2.22. "SUBSIDIARY" means a subsidiary of the Company within the meaning
of Section 424(f) of the Code.



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         2.23. "TEN PERCENT  SHAREHOLDER"  means any individual who, at the time
the Option is granted,  owns stock possessing more than ten percent (10%) of the
total combined voting power of all classes of stock of the Company.

                                  ARTICLE III.

                                 ADMINISTRATION

         3.1. COMMITTEE.  The Plan shall be administered by the Board or, in the
discretion  of the  Board,  by the  Compensation  Committee  of the  Board  (the
"COMMITTEE") comprised of one or more persons. The Committee or Board shall have
exclusive and final  authority in each  determination,  interpretation  or other
action  affecting the Plan and its  Participants.  The Board or Committee  shall
have the sole  discretionary  authority to interpret  the Plan, to establish and
modify  administrative  rules  for the  Plan,  to  impose  such  conditions  and
restrictions on Options as it determines appropriate,  and to take such steps in
connection with the Plan and Options granted  hereunder as it may deem necessary
or  advisable.  The Board or  Committee  may  delegate  such of its  powers  and
authority  under the Plan as it deems  appropriate  to  designated  officers  or
employees  of the  Company.  In the event of such  delegation  of  authority  or
exercise of authority by the Board or  Committee,  references in the Plan to the
Committee  shall  be  deemed  to  refer  to the  delegate  of the  Board  or the
Committee,  as the case may be. For  purposes  of this Plan,  references  to the
Committee  shall be deemed  references to the Board to the extent that the Board
has not appointed a Committee to administer the Plan.

                                   ARTICLE IV.

                                     SHARES

         4.1. NUMBER OF SHARES ISSUABLE.  The maximum number of shares initially
authorized  to be issued  under the Plan shall be six million two hundred  fifty
thousand  (6,250,000) shares of Common Stock. The number of shares available for
issuance  under the Plan shall be further  subject to  adjustment  in accordance
with Section 7.6.  The shares to be offered  under the Plan shall be  authorized
and  unissued  Common  Stock,  or issued  Common  Stock  which  shall  have been
reacquired by the Company.

         4.2. SHARES SUBJECT TO TERMINATED OPTIONS.  Common Stock covered by any
unexercised  portions of terminated Options (including canceled Options) granted
under  Article VI and Common Stock  subject to any Options  which are  otherwise
surrendered  by the  Participant  may again be subject to new Options  under the
Plan.

                                   ARTICLE V.

                                  PARTICIPATION

         5.1.  ELIGIBLE  PARTICIPANTS.  Participants  in the Plan  shall be such
officers,  key  employees,  directors  and  consultants  of the  Company  as the
Committee,  in its  sole  discretion,  may  designate  from  time to  time.  The
Committee's  designation  of a  Participant  in any year shall not  require  the
Committee  to  designate  such person to receive  Options or grants in any other


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year.  The  Committee  shall  consider  such  factors as it deems  pertinent  in
selecting  Participants  and  in  determining  the  type  and  amount  of  their
respective Options.

                                   ARTICLE VI.

                                  STOCK OPTIONS

         6.1.     OPTION AWARDS.

                  a) GENERAL.  The Committee may grant, to such  Participants as
the Committee may select,  Options  entitling the Participant to purchase shares
of Common  Stock from the Company in such  number,  at such  price,  and on such
terms and subject to such conditions,  not  inconsistent  with the terms of this
Plan, as may be established  by the  Committee.  The terms of any Option granted
under this Plan shall be set forth in an Option Agreement.

                  b) PURCHASE  PRICE OF OPTIONS.  The Option Price of each share
of Common Stock which may be purchased upon exercise of any Option granted under
the Plan shall be determined by the Committee;  provided, however, that (i) with
respect to  Incentive  Stock  Options,  the Option  Price per share shall in all
cases be equal to or  greater  than the Fair  Market  Value of a share of Common
Stock on the Date of Grant as required  under Section 422 of the Code,  and (ii)
with  respect  to  any  Incentive  Stock  Option  granted  to  any  Ten  Percent
Shareholder,  the  Option  Price  per  share  shall in all  cases be equal to or
greater  than 110 percent of the Fair Market Value of a share of Common Stock on
the Date of Grant as required under Section 422 of the Code.

                  c)  DESIGNATION  OF  OPTIONS.  Except as  otherwise  expressly
provided in the Plan, the Committee may  designate,  at the time of the grant of
each Option,  the Option as an Incentive  Stock Option or a  Nonstatutory  Stock
Option.

                  d) INCENTIVE STOCK OPTION SHARE LIMITATION. No Participant may
be granted  Incentive  Stock  Options  under the Plan (or any other plans of the
Company)  which would  result in shares  with an  aggregate  Fair  Market  Value
(measured on the Date of Grant) of more than $100,000 first becoming exercisable
in any one calendar year.

                  e) RIGHTS AS A  SHAREHOLDER.  A Participant or a transferee of
an Option  pursuant  to Section 7.4 shall have no rights as a  shareholder  with
respect to Common Stock covered by an Option until the Participant or transferee
shall have  become the holder of record of any such  shares,  and no  adjustment
shall be made for dividends in cash or other property or  distributions or other
rights with  respect to any such Common Stock for which the record date is prior
to the date on which the  Participant  or a transferee  of the Option shall have
become the holder of record of any such shares covered by the Option;  provided,
however,  that Participants are entitled to share adjustments to reflect capital
changes under Section 7.6.

         6.2.     TERMS OF STOCK OPTIONS.

                  a) CONDITIONS ON EXERCISE. An Option Agreement with respect to
Options may contain such waiting  periods,  exercise dates and  restrictions  on


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exercise  (including,  but not  limited  to,  periodic  installments)  as may be
determined by the Committee as of the Date of Grant.

                  b) DURATION  OF OPTIONS.  Options  shall  terminate  after the
first to occur of the following events:

                           (i)  Expiration  of the  Option  as  provided  in the
Option Agreement;

                           (ii) Termination of the Option as provided in Section
6.3, following the Participant's termination of employment; or

                           (iii) Ten years  from the Date of Grant  (five  years
from the Date of Grant in the case of any  Incentive  Stock Option  granted to a
Ten Percent Shareholder).

                  c) ACCELERATION  OF EXERCISE TIME. The Committee,  in its sole
discretion,  shall  have the right  (but  shall  not in any case be  obligated),
exercisable  at any time after the Date of Grant,  to permit the exercise of any
Option prior to the time such Option would otherwise  become  exercisable  under
the terms of the Option Agreement.

                  d)  EXTENSION OF EXERCISE  TIME.  The  Committee,  in its sole
discretion,  shall  have the right  (but  shall  not in any case be  obligated),
exercisable  on or at any time  after the Date of Grant,  to permit  any  Option
granted  under this Plan to be exercised  after its  expiration  date,  subject,
however, to the limitation described in Section 6.2(b)(iii).

         6.3.     EXERCISE OF OPTIONS UPON TERMINATION OF EMPLOYMENT.

                  a) GENERAL.  In event of the  termination of employment of the
Participant by the  Participant or the Company for any reason  whatsoever  other
than death or Permanent Disability (as defined in Section 6.3(b)), any vested or
nonvested Options which are not exercised (or exercisable)  prior to the date of
such  termination  of employment  shall  terminate on such date and shall not be
exercisable  at  any  time  thereafter.   For  purposes  of  this  Section  6.3,
termination  of employment  with respect to a  Participant  who is a director or
consultant  and who is not  otherwise  an  employee  of the  Company  shall mean
voluntary  or  involuntary  termination  of  Board  service  or  the  consulting
relationship, as the case may be, for any reason.

                  b)  DEATH  OR  COMPLETE  DISABILITY.   In  the  event  of  the
termination of the employment of the Participant by reason of death or Permanent
Disability,  any Options that were vested prior to the date of such  termination
(and which  were not  previously  exercised),  together  with any other  Options
designated in writing by the Committee,  shall  terminate on the earliest of (i)
one hundred eighty days after the date of such termination, or (ii) the last day
of the Option  Term.  Any Options that were not vested prior to the date of such
termination  and do not become  vested  pursuant  to the  immediately  preceding
sentence  shall  terminate as of the date of such  termination  and shall not be
exercisable at any time  thereafter.  As used in this Plan, the term  "PERMANENT
DISABILITY" means the inability of the Participant,  due to illness, accident or
any other physical or mental  incapacity,  to perform  services on behalf of the
Company  for an  aggregate  of sixty (60) days  within any period of twelve (12)
consecutive months during the term hereof.



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         6.4. EXERCISE  PROCEDURES.  Each Option granted under the Plan shall be
exercised by written notice to the Company which must be received by the officer
or employee of the Company  designated in the Option  Agreement on or before the
close of business on the  expiration  date of the  Option.  The Option  Price of
shares purchased upon exercise of an Option granted under the Plan shall be paid
in full in cash by the Participant  pursuant to the Option Agreement;  provided,
however, that the Committee may (but shall not be required to) permit payment to
be made by delivery to the Company of either (a) Common Stock (which may include
shares otherwise issuable in connection with the exercise of the Option, subject
to such rules as the Committee deems  appropriate),  (b) any combination of cash
and Common  Stock,  (c) by the delivery to the Company by the  Participant  of a
full  recourse  promissory  note  containing  such  terms as the  Committee  may
determine,  or (d) such other  consideration as the Committee deems appropriate.
In the event  that any  Common  Stock  shall be  transferred  to the  Company to
satisfy  all or any part of the Option  Price,  the part of the  Purchase  Price
deemed to have been satisfied by such transfer of Common Stock shall be equal to
the product  derived by  multiplying  the Fair Market Value of a share of Common
Stock as of the date of  exercise  times the  number  of shares of Common  Stock
transferred to the Company.  The  Participant may not transfer to the Company in
satisfaction of the Option Price any fractional  share of Common Stock. Any part
of the Option  Price paid in cash upon the exercise of any Option shall be added
to the general  funds of the  Company  and may be used for any proper  corporate
purpose.  Unless the  Committee  shall  otherwise  determine,  any Common  Stock
transferred  to the  Company as payment of all or part of the Option  Price upon
the exercise of any Option shall be held as treasury shares.

         6.5. CHANGE IN CONTROL.  Unless otherwise  provided by the Committee in
the  applicable  Option  Agreement,  in the  event of a Change in  Control,  all
Options  outstanding  on the  date of such  Change  in  Control  that  have  not
previously  vested  or  terminated  under  the  terms of the  applicable  Option
Agreement shall become immediately and fully exercisable. The provisions of this
Section 6.5 shall not be applicable to any Options  granted to a Participant  if
any Change in  Control  results  from such  Participant's  beneficial  ownership
(within  the  meaning of rule 13d-3 under the  Exchange  Act) of Company  Voting
Securities.

                                  ARTICLE VII.

                                  MISCELLANEOUS

         7.1. PLAN PROVISIONS  CONTROL OPTION TERMS. The terms of the Plan shall
govern all Options  granted under the Plan,  and in no event shall the Committee
have the power to grant any Option  under the Plan which is  contrary  to any of
the  provisions of the Plan.  In the event any provision of any Options  granted
under the Plan shall  conflict with any term in the Plan as  constituted  on the
Date of Grant of such Option, the term in the Plan as constituted on the Date of
Grant of such  Option  shall  control.  Except as  provided  in Section  7.3 and
Section 7.6, the terms of any Option  granted  under the Plan may not be changed
after the Date of Grant of such Option so as to materially decrease the value of
the Option without the express written approval of the holder.

         7.2. OPTION AGREEMENT. No person shall have any rights under any Option
granted under the Plan unless and until the Company and the  Participant to whom
such Option shall have been granted  shall have executed and delivered an Option


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Agreement  or  received  any  other  Option  acknowledgment  authorized  by  the
Committee expressly granting the Option to such person and containing provisions
setting forth the terms of the Option.

         7.3.  MODIFICATION  OF OPTION AFTER GRANT.  No Option granted under the
Plan to a  Participant  may be  modified  (unless  such  modification  does  not
materially  decrease the value of the Option)  after the Date of Grant except by
express written agreement between the Company and the Participant, provided that
any such change (a) shall not be  inconsistent  with the terms of the Plan,  and
(b) shall be approved by the Committee.

         7.4. LIMITATION ON TRANSFER.  A Participant's rights and interest under
the Plan may not be  assigned or  transferred  other than by will or the laws of
descent and  distribution,  and during the lifetime of a  Participant,  only the
Participant  personally  (or  the  Participant's  personal  representative)  may
exercise rights under the Plan. The  Participant's  Beneficiary may exercise the
Participant's rights to the extent they are exercisable under the Plan following
the death of the Participant.

         7.5.  TAXES.  The Company shall be entitled,  if the Committee deems it
necessary or desirable,  to withhold (or secure payment from the  Participant in
lieu of withholding)  the amount of any withholding or other tax required by law
to be withheld or paid by the Company with respect to any amount  payable and/or
shares issuable with respect to such  Participant's  Option,  or with respect to
any  income  recognized  upon a  disqualifying  disposition  of shares  received
pursuant to the exercise of an Incentive Stock Option, and the Company may defer
payment or issuance of shares upon exercise of an Option unless  indemnified  to
its  satisfaction  against any  liability  for any such tax.  The amount of such
withholding  or tax payment  shall be  determined  by the Committee and shall be
payable  by the  Participant  at such  time  as the  Committee  determines.  The
Participant  shall meet his or her withholding  requirement by direct payment to
the  Company in cash of the amount of any taxes  required  to be  withheld  with
respect to such Option; provided, however, that the Committee may (but shall not
be  required  to)  permit  the  Participant  to  meet  his  or  her  withholding
requirement by (i) having withheld from such Option at the appropriate time that
number of shares of Common Stock, rounded up to the next whole share, whose Fair
Market  Value  is  equal to the  amount  of  withholding  taxes  due,  or (ii) a
combination of shares and cash.

         7.6.     ADJUSTMENTS TO REFLECT CAPITAL CHANGES.

                  a) RECAPITALIZATION.  The number and kind of shares subject to
outstanding  Options,  the Option Price for such shares,  the number and kind of
shares available for Options subsequently granted under the Plan and the maximum
number of shares in respect of which Options can be made to any  Participant  in
any calendar year shall be appropriately adjusted to reflect any stock dividend,
stock split,  combination or exchange of shares, merger,  consolidation or other
change in capitalization  with a similar substantive effect upon the Plan or the
Options  granted  under the Plan.  The  Committee  shall have the power and sole
discretion to determine the amount of the adjustment to be made in each case.



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                  b)  MERGER.  After  any  Merger in which  the  Company  is the
surviving  corporation,  each  Participant  shall,  at no  additional  cost,  be
entitled upon any exercise of an Option or receipt of another Option to receive,
subject to any required action by shareholders,  in lieu of the number of shares
of Common Stock  receivable or exercisable  pursuant to such Option,  the number
and class of shares or other  securities  to which such  Participant  would have
been entitled pursuant to the terms of the Merger if, at the time of the Merger,
such  Participant  had been the holder of record of a number of shares  equal to
the  number  of  shares  receivable  or  exercisable  pursuant  to such  Option.
Comparable  rights shall accrue to each  Participant  in the event of successive
Mergers of the character  described above. In the event of a Merger in which the
Company is not the surviving corporation, the surviving, continuing,  successor,
or purchasing  corporation,  as the case may be (the  "ACQUIRING  CORPORATION"),
shall either  assume the  Company's  rights and  obligations  under  outstanding
Option Agreements or substitute awards in respect of the Acquiring Corporation's
stock for such  outstanding  Options.  In the event  the  Acquiring  Corporation
elects not to assume or substitute for such outstanding Options, the Board shall
provide  that any  unexercisable  and/or  unvested  portion  of the  outstanding
Options shall be immediately  exercisable  and vested as of a date prior to such
merger or consolidation, as the Board so determines. The exercise and/or vesting
of any Option that was permissible solely by reason of this Section 7.6(b) shall
be conditioned upon the consummation of the merger or consolidation. Any Options
which are neither  assumed by the Acquiring  Corporation nor exercised as of the
date of the Merger shall  terminate  effective as of the  effective  date of the
Merger.

                  c) OPTIONS TO PURCHASE SHARES OF STOCK OF ACQUIRED  COMPANIES.
After any  merger in which the  Company  or a  Subsidiary  shall be a  surviving
corporation, the Committee may grant substituted options under the provisions of
the Plan,  pursuant to Section 424 of the Code,  replacing  old options  granted
under a plan of another party to the merger whose shares of stock subject to the
old  options  may no  longer be  issued  following  the  merger.  The  foregoing
adjustments  and manner of  application  of the  foregoing  provisions  shall be
determined by the Committee in its sole  discretion.  Any such  adjustments  may
provide for the  elimination  of any  fractional  shares  which might  otherwise
become subject to any Options.

         7.7. NO RIGHT TO EMPLOYMENT. No employee or other person shall have any
claim of right to be granted an Option under this Plan. Neither the Plan nor any
action taken hereunder shall be construed as giving any employee any right to be
retained in the employ of the Company.

         7.8. OPTIONS NOT INCLUDABLE FOR BENEFIT PURPOSES. Common Stock received
by a Participant pursuant to the provisions of the Plan shall not be included in
the  determination  of benefits  under any  pension,  group  insurance  or other
benefit plan applicable to the  Participant  which is maintained by the Company,
except as may be  provided  under the terms of such plans or  determined  by the
Board.

         7.9. GOVERNING LAW. All determinations  made and actions taken pursuant
to the Plan shall be governed  by the laws of the State of Nevada and  construed
in accordance therewith.

         7.10. NO STRICT  CONSTRUCTION.  No rule of strict construction shall be
implied against the Company,  the Board,  the Committee,  or any other person in


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the interpretation of any of the terms of the Plan, any Option granted under the
Plan or any rule or procedure established by the Committee.

         7.11.  CAPTIONS.  The captions (i.e., all Section headings) used in the
Plan are for  convenience  only, do not constitute a part of the Plan, and shall
not be deemed to limit,  characterize or affect in any way any provisions of the
Plan,  and all  provisions of the Plan shall be construed as if no captions have
been used in the Plan.

         7.12.  SEVERABILITY.  Whenever possible, each provision in the Plan and
every Option at any time  granted  under the Plan shall be  interpreted  in such
manner as to be effective and valid under  applicable  law, but if any provision
of the Plan or any Option at any time granted under the Plan shall be held to be
prohibited by or invalid under  applicable law, then (a) such provision shall be
deemed  amended to  accomplish  the  objectives  of the  provision as originally
written to the fullest extent  permitted by law and (b) all other  provisions of
the Plan and every other Option at any time granted  under the Plan shall remain
in full force and effect.

         7.13.    AMENDMENT AND TERMINATION.

                  a)  AMENDMENT.   The  Board  shall  have  complete  power  and
authority to amend the Plan at any time. No termination or amendment of the Plan
may, without the consent of the Participant to whom any Option shall theretofore
have been granted under the Plan,  adversely affect the right of such individual
under such Option.

                  b)  TERMINATION.  The Board shall have the right and the power
to terminate  the Plan at any time.  No Option  shall be granted  under the Plan
after the  termination  of the Plan,  but the  termination of the Plan shall not
have any other effect and any Option  outstanding at the time of the termination
of the Plan may be exercised after  termination of the Plan at any time prior to
the  expiration  date of such Option to the same  extent such Option  would have
been exercisable had the Plan not terminated.

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