Exhibit 10.2

                  BODISEN BIOTECH, INC. 2004 STOCK OPTION PLAN

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     THIS BODISEN BIOTECH,  INC. 2004 STOCK OPTION PLAN (the "Plan") is designed
to retain  directors,  executives  and selected  employees and  consultants  and
reward  them for  making  contributions  to the  success of the  Company.  These
objectives are accomplished by making long-term  incentive awards under the Plan
thereby  providing  Participants  with a proprietary  interest in the growth and
performance of the Company.

1.   Definitions.

     (a)  "Board" - The Board of Directors of the Company.

     (b)  "Code" - The Internal  Revenue  Code of 1986,  as amended from time to
          time.

     (c)  "Committee" - The  Compensation  Committee of the Company's  Board, or
          such other  committee of the Board that is  designated by the Board to
          administer  the Plan,  composed  of not less than two  members  of the
          Board all of whom are disinterested  persons,  as contemplated by Rule
          16b-3 ("Rule 16b-3")  promulgated under the Securities Exchange Act of
          1934, as amended (the "Exchange Act").

     (d)  "Company"  - BODISEN  BIOTECH,  INC.  and its  subsidiaries  including
          subsidiaries of subsidiaries.

     (e)  "Exchange Act" - The Securities  Exchange Act of 1934, as amended from
          time to time.

     (f)  "Fair Market  Value" - The fair market value of the  Company's  issued
          and  outstanding  Stock as  determined  in good  faith by the Board or
          Committee.

     (g)  "Delaware Securities Rules" -Delaware General Corporation Law.

     (h)  "Grant"  - The  grant  of any form of stock  option,  whether  granted
          singly, in combination or in tandem, to a Participant pursuant to such
          terms,  conditions  and  limitations as the Committee may establish in
          order to fulfill the objectives of the Plan.

     (i)  "Grant Agreement" - An agreement between the Company and a Participant
          that sets forth the terms,  conditions and limitations applicable to a
          Grant.

     (j)  "Option"  - Either an  Incentive  Stock  Option,  in  accordance  with
          Section  422 of  Code,  or a  Nonstatutory  Option,  to  purchase  the
          Company's Stock that may be awarded to a Participant under the Plan. A
          Participant who receives an award of an Option shall be referred to as
          an "Optionee."

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     (k)  "Participant"  - A director,  officer,  employee or  consultant of the
          Company to whom an Award has been made under the Plan.


     (l)  "Securities Act" - The Securities Act of 1933, as amended from time to
          time.

     (m)  "Stock" - Authorized and issued or unissued  shares of common stock of
          the Company.


2.   Administration.  The Plan  shall be  administered  by the  Board,  provided
     however,  that the Board may delegate such administration to the Committee.
     Subject to the provisions of the Plan, the Board and/or the Committee shall
     have authority to (a) grant, in its discretion,  Incentive Stock Options in
     accordance  with Section 422 of the Code, or  Nonstatutory  Options,  Stock
     Awards or Restricted Stock Purchase Offers; (b) determine in good faith the
     fair market value of the Stock covered by any Grant;  (c)  determine  which
     eligible   persons  shall   receive   Grants  and  the  number  of  shares,
     restrictions,  terms and  conditions  to be  included in such  Grants;  (d)
     construe  and  interpret  the Plan and approve the form(s) of  agreement(s)
     used  under  the  Plan;  (e)  promulgate,   amend  and  rescind  rules  and
     regulations relating to its administration,  and correct defects, omissions
     and  inconsistencies in the Plan or any Grant; (f) consistent with the Plan
     and  with  the  consent  of the  Participant,  as  appropriate,  amend  any
     outstanding  Grant  or  amend  the  exercise  date or  dates  thereof;  (g)
     determine  the  duration  and  purpose  of leaves of  absence  which may be
     granted  to  Participants   without   constituting   termination  of  their
     employment for the purpose of the Plan or any Grant; and (h) make all other
     determinations  necessary or advisable for the Plan's  administration.  The
     interpretation  and construction by the Board of any provisions of the Plan
     or selection of  Participants  shall be conclusive and final.  No member of
     the Board or the Committee shall be liable for any action or  determination
     made in good faith with respect to the Plan or any Grant made thereunder.

3.   Eligibility.

     (a)  General:  The persons who shall be eligible to receive Grants shall be
          directors, officers, employees or consultants to the Company. The term
          consultant  shall  mean any  person,  other than an  employee,  who is
          engaged by the Company to render  services and is compensated for such
          services, and any Director of the Company, whether or not compensated.
          An Optionee may hold more than one Option.  Any issuance of a Grant to
          an  officer  or  director  of the  Company  subsequent  to  the  first
          registration  of any of  the  securities  of  the  Company  under  the
          Exchange Act shall comply with the requirements of Rule 16b-3.

     (b)  Incentive Stock Options: Incentive Stock Options may only be issued to
          employees of the Company.  Incentive  Stock  Options may be granted to
          officers  or  directors,  provided  they  are  also  employees  of the

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          Company.  Payment  of a  director's  fee  shall not be  sufficient  to
          constitute employment by the Company.

               The Company  shall not grant an Incentive  Stock Option under the
          Plan to any  employee  if such  Grant  would  result in such  employee
          holding the right to exercise  for the first time in any one  calendar
          year,  under all Incentive Stock Options granted under the Plan or any
          other plan maintained by the Company,  with respect to shares of Stock
          having an aggregate  fair market  value,  determined as of the date of
          the Option is granted, in excess of $100,000.  Should it be determined
          that an  Incentive  Stock Option  granted  under the Plan exceeds such
          maximum for any reason other than a failure in good faith to value the
          Stock subject to such option,  the excess portion of such option shall
          be considered a Nonstatutory  Option. To the extent the employee holds
          two (2) or more such Options  which become  exercisable  for the first
          time in the  same  calendar  year,  the  foregoing  limitation  on the
          exercisability  of such Option as Incentive  Stock  Options  under the
          Federal  tax laws  shall be applied on the basis of the order in which
          such Options are granted.  If, for any reason,  an entire  Option does
          not qualify as an Incentive  Stock Option by reason of exceeding  such
          maximum, such Option shall be considered a Nonstatutory Option.

     (c)  Nonstatutory  Option:  The  provisions of the  foregoing  Section 3(b)
          shall not apply to any Option designated as a "Nonstatutory Option" or
          which sets forth the  intention  of the  parties  that the Option be a
          Nonstatutory Option.

     (d)  Stock Awards and Restricted Stock Purchase  Offers:  The provisions of
          this Section 3 shall not apply to any Stock Award or Restricted  Stock
          Purchase Offer under the Plan.

     (e)  No Employment  Rights.  The Plan shall not confer upon any Participant
          any right with respect to  continuation of an employment or consulting
          relationship with the Company,  nor shall it interfere in any way with
          such  Participant's  right or the  Company's  right to  terminate  the
          employment or consulting relationship at any time for any reason.

4.   Stock.

     (a)  Authorized Stock: Stock subject to Grants may be either authorized but
          unissued or reacquired Stock.

     (b)  Number of Shares: Subject to adjustment as provided in Section 5(i) of
          the Plan,  the total  number of shares of Stock which may be purchased
          or granted  directly  by Options,  Stock  Awards or  Restricted  Stock
          Purchase Offers, or purchased  indirectly  through exercise of Options
          granted  under the Plan shall not exceed One Million  (1,000,000).  If
          any  Grant  shall for any  reason  terminate  or  expire,  any  shares
          allocated  thereto but remaining  unpurchased  upon such expiration or
          termination  shall again be available for Grants with respect  thereto
          under the Plan as though no Grant had previously occurred with respect

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          to such  shares.  Any shares of Stock  issued  pursuant to a Grant and
          repurchased  pursuant to the terms  thereof shall not be available for
          future Grants.

     (c)  Reservation of Shares: The Company shall reserve and keep available at
          all times  during the term of the Plan such  number of shares as shall
          be  sufficient  to satisfy the  requirements  of the Plan.  If,  after
          reasonable  efforts,  which efforts shall not include the registration
          of shares  under the Plan or Grants  under  the  Securities  Act,  the
          Company is unable to obtain  authority from any applicable  regulatory
          body, which authorization is deemed necessary by legal counsel for the
          Company for the lawful issuance of shares hereunder, the Company shall
          be relieved of any liability  with respect to its failure to issue and
          sell the  shares  for which  such  requisite  authority  was so deemed
          necessary unless and until such authority is obtained.


     (d)  No  Obligation  to  Exercise:  The issuance of a Grant shall impose no
          obligation  upon the  Participant  to exercise  any rights  under such
          Grant.

5.   Terms  and  Conditions  of  Options.  Options  granted  hereunder  shall be
     evidenced by agreements  between the Company and the respective  Optionees,
     in such form and  substance  as the Board or  Committee  shall from time to
     time approve. Option agreements need not be identical, and in each case may
     include such  provisions as the Board or Committee may  determine,  but all
     such agreements  shall be subject to and limited by the following terms and
     conditions:

     (a)  Number of Shares:  Each  Option  agreement  shall  state the number of
          shares to which it pertains.

     (b)  Exercise Price:  Each Option agreement shall state the exercise price,
          subject to the following:

          (i)  Any  Incentive  Stock Option  granted to a person who at the time
               the  Option is  granted  owns (or is deemed  to own  pursuant  to
               Section  424(d)  of the  Code)  stock  possessing  more  than ten
               percent (10%) of the total combined  voting power or value of all
               classes of stock of the Company ("Ten Percent Holder") shall have
               an exercise  price of no less than 110% of the Fair Market  Value
               of the Stock as of the date of grant; and

          (ii) Incentive  Stock Options  granted to a person who at the time the
               Option is  granted  is not a Ten  Percent  Holder  shall  have an
               exercise  price of no less than 100% of the Fair Market  Value of
               the Stock as of the date of grant.

          For the purposes of this Section 5(b),  the Fair Market Value shall be
     as  determined  by the Board in good faith,  which  determination  shall be
     conclusive and binding;  provided however, that if there is a public market
     for such Stock, the Fair Market Value per share shall be the average of the

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     bid and asked  prices (or the  closing  price if such stock is listed on an
     exchange)  on the date of  grant of the  Option,  or if  listed  on a stock
     exchange, the closing price on such exchange on such date of grant.

     (c)  Medium  and  Time  of  Payment:   The  exercise   price  shall  become
          immediately  due upon exercise of the Option and shall be paid in cash
          or check made payable to the Company. Should the Company's outstanding
          Stock be  registered  under  Section  12(g) of the Exchange Act at the
          time the Option is exercised, then the exercise price may also be paid
          as follows, if permitted by the Board or Committee:

          (i)  in shares of Stock held by the Optionee for the requisite  period
               necessary  to  avoid  a  charge  to the  Company's  earnings  for
               financial  reporting  purposes and valued at Fair Market Value on
               the exercise date, or

          (ii) through a special sale and remittance procedure pursuant to which
               the  Optionee  shall  concurrently  provide  irrevocable  written
               instructions (a) to a Company designated brokerage firm to effect
               the  immediate  sale of the  purchased  shares  and  remit to the
               Company,  out of the sale  proceeds  available on the  settlement
               date,  sufficient  funds to cover the  aggregate  exercise  price
               payable for the  purchased  shares plus all  applicable  Federal,
               state  and local  income  and  employment  taxes  required  to be
               withheld by the Company by reason of such purchase and (b) to the
               Company to deliver  the  certificates  for the  purchased  shares
               directly to such  brokerage  firm in order to  complete  the sale
               transaction.

               At the discretion of the Board, exercisable either at the time of
          Option grant or of Option  exercise,  the  exercise  price may also be
          paid  (i) by  Optionee's  delivery  of a  promissory  note in form and
          substance  satisfactory  to the  Company  and  permissible  under  the
          Securities  Rules of the State of Delaware  and bearing  interest at a
          rate determined by the Board in its sole  discretion,  but in no event
          less  than  the  minimum  rate  of  interest  required  to  avoid  the
          imputation of  compensation  income to the Optionee  under the Federal
          tax laws, or (ii) in such other form of consideration permitted by the
          Delaware corporations law as may be acceptable to the Board.

     (d)  Term and Exercise of Options:  Any Option granted  hereunder  shall be
          exercisable  at such times and under such  conditions as determined by
          the  Board  or  Committee,  consistent  with  the term of the Plan and
          reflected  in the Option  agreement,  including  vesting  requirements
          and/or  performance  criteria  with respect to the Company  and/or the
          Participant.  Any Option  granted to an employee of the Company  shall
          become  exercisable over a period of no longer than ten (10) years. In
          no event shall any Option be  exercisable  after the expiration of ten
          (10) years from the date it is granted,  and no Incentive Stock Option
          granted to a Ten Percent  Holder shall,  by its terms,  be exercisable
          after the expiration of five (5) years from the date of the Option.

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          Each Option  shall be  exercisable  to the  nearest  whole  share,  in
          installments  or otherwise,  as the respective  Option  agreements may
          provide.  The  Board  or  Committee  may  require  that an  Option  be
          exercised  as to a  minimum  number  of  Shares,  provided  that  such
          requirement  shall not prevent an Optionee  from  exercising  the full
          number of shares of Stock as to which the Option is then  exercisable.
          To the extent  not  exercised,  installments  (if more than one) shall
          accumulate, but shall be exercisable, in whole or in part, only during
          the period for exercise as stated in the Option agreement,  whether or
          not other installments are then exercisable.

          The Board shall have the  discretion to determine  whether and to what
          extent the vesting of Options  shall be tolled during any unpaid leave
          of  absence;   provided,   however,   that  in  the  absence  of  such
          determination,  vesting  of  Options  shall be tolled  during any such
          unpaid leave (unless  otherwise  required by  applicable  law). In the
          event of military leave,  vesting shall toll during any unpaid portion
          of such leave,  provided  that,  upon a  Participant's  returning from
          military  leave  (under  conditions  that would  entitle him or her to
          protection upon such return under the Uniform Services  Employment and
          Reemployment Rights Act), he or she shall be given vesting credit with
          respect to Options to the same  extent as would have  applied  had the
          Participant  continued to provide  services to the Company  throughout
          the  leave  on the  same  terms  as he or she was  providing  services
          immediately prior to such leave.

          The  Board may at any time  offer to buy out for a payment  in cash or
          Stock an Option previously  granted under the Plan based on such terms
          and conditions as the Administrator shall establish and communicate to
          the Participant at the time that such offer is made.

     (e)  Termination  of  Status  as  Employee,   Consultant  or  Director:  If
          Optionee's  status as an employee shall terminate for any reason other
          than Optionee's disability or death, then Optionee (or if the Optionee
          shall die after such  termination,  but prior to exercise,  Optionee's
          personal  representative  or the  person  entitled  to  succeed to the
          Option)  shall  have the  right to  exercise  the  portions  of any of
          Optionee's  Incentive  Stock Options which were  exercisable as of the
          date of such  termination,  in whole or in part, not less than 30 days
          nor more than three (3)  months  after such  termination  (or,  in the
          event of  "termination  for good  cause"  as that term is  defined  in
          Delaware case law related thereto,  or by the terms of the Plan or the
          Option  Agreement  or  an  employment  agreement,   the  Option  shall
          automatically  terminate as of the termination of employment as to all
          shares covered by the Option).

               With  respect  to  Nonstatutory  Options  granted  to  employees,
          directors  or  consultants,  the Board may  specify  such  period  for
          exercise,  not  less  than  30  days  (except  that  in  the  case  of
          "termination  for cause" or removal of a  director,  the Option  shall
          automatically  terminate  as  of  the  termination  of  employment  or
          services as to shares covered by the Option,  following termination of
          employment or services as the Board deems  reasonable and appropriate.
          The Option may be exercised only with respect to installments that the

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          Optionee could have exercised at the date of termination of employment
          or  services.  Nothing  contained  herein  or in  any  Option  granted
          pursuant  hereto  shall be  construed to affect or restrict in any way
          the right of the Company to terminate the employment or services of an
          Optionee with or without cause.

     (f)  Disability of Optionee: If an Optionee is disabled (within the meaning
          of Section 22(e)(3) of the Code) at the time of termination, the three
          (3) month  period  set forth in  Section  5(e)  shall be a period,  as
          determined by the Board and set forth in the Option,  of not less than
          six months nor more than one year after such termination.

     (g)  Death of Optionee: If an Optionee dies while employed by, engaged as a
          consultant to, or serving as a Director of the Company, the portion of
          such Optionee's  Option which was exercisable at the date of death may
          be exercised, in whole or in part, by the estate of the decedent or by
          a person  succeeding  to the right to exercise such Option at any time
          within (i) a period,  as  determined by the Board and set forth in the
          Option,  of not less  than six (6)  months  nor more than one (1) year
          after Optionee's death, which period shall not be more, in the case of
          a  Nonstatutory   Option,  than  the  period  for  exercise  following
          termination  of employment  or services,  or (ii) during the remaining
          term of the  Option,  whichever  is the  lesser.  The Option may be so
          exercised only with respect to installments exercisable at the time of
          Optionee's death and not previously exercised by the Optionee.

     (h)  Nontransferability  of Option:  No Option shall be transferable by the
          Optionee,  except by will or by the laws of descent and  distribution.
          Notwithstanding anything else in this subsection (h), the Board may in
          its  discretion   grant   Nonstatutory   Stock  Options  that  may  be
          transferred by instrument to an inter vivos or  testamentary  trust in
          which the Options are to be passed to beneficiaries  upon the death of
          the trustor  (settlor)  or by gift to  "Immediate  Family" (as defined
          below),  on such terms and conditions as the Board deems  appropriate.
          The Board may in its discretion grant transferable  Nonstatutory Stock
          Options pursuant to Option  Agreements  specifying the manner in which
          such Nonstatutory  Stock Options are transferable.  "Immediate Family"
          means  any   child,   stepchild,   grandchild,   parent,   stepparent,
          grandparent,    spouse,   sibling,    mother-in-law,    father-in-law,
          son-in-law,  daughter-in-law,  brother-in-law,  or sister-in-law,  and
          shall include adoptive relationships.

     (i)  Recapitalization:  Subject to any required action of shareholders, the
          number of shares of Stock covered by each outstanding  Option, and the
          exercise price per share thereof set forth in each such Option,  shall
          be proportionately adjusted for any increase or decrease in the number
          of issued shares of Stock of the Company resulting from a stock split,
          stock  dividend,  combination,   subdivision  or  reclassification  of
          shares,  or the payment of a stock dividend,  or any other increase or
          decrease  in the number of such  shares  affected  without  receipt of
          consideration by the Company; provided, however, the conversion of any
          convertible securities of the Company shall not be deemed to have been

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          "effected  without  receipt of  consideration"  by the  Company.  Such
          adjustment  shall be made by the Board,  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 Stock  subject  to an
          Option.

               In the event of a  proposed  dissolution  or  liquidation  of the
          Company,   each  Option  will  terminate   immediately  prior  to  the
          consummation of such action, unless otherwise determined by the Board.
          In the event of a merger or  consolidation in which the Company is not
          the surviving  entity,  or a sale of all or  substantially  all of the
          assets   or   capital   stock   of  the   Company   (collectively,   a
          "Reorganization"), unless otherwise provided by the Board, this Option
          shall terminate immediately prior to such date as is determined by the
          Board,  which  date shall be no later  than the  consummation  of such
          Reorganization.  In such  event,  if the  entity  which  shall  be the
          surviving  entity does not tender to  Optionee an offer,  for which it
          has no obligation to do so, to substitute for any unexercised Option a
          stock  option or capital  stock of such  surviving  of such  surviving
          entity,  as applicable,  which on an equitable basis shall provide the
          Optionee  with   substantially  the  same  economic  benefit  as  such
          unexercised Option, then the Board may grant to such Optionee,  in its
          sole and absolute discretion and without  obligation,  the right for a
          period  commencing  thirty  (30) days prior to and ending  immediately
          prior  to  the  date  determined  by the  Board  pursuant  hereto  for
          termination  of the Option or during the remaining term of the Option,
          whichever is the lesser,  to exercise any unexpired  Option or Options
          without regard to the installment  provisions of Paragraph 6(d) of the
          Plan;  provided,  that any such right  granted shall be granted to all
          Optionees  not receiving an offer to receive  substitute  options on a
          consistent basis, and provided  further,  that any such exercise shall
          be subject to the consummation of such Reorganization.

               Subject to any required  action of  shareholders,  if the Company
          shall be the  surviving  entity in any merger or  consolidation,  each
          outstanding  Option  thereafter  shall  pertain  to and  apply  to the
          securities  to which a holder of shares of Stock  equal to the  shares
          subject  to the  Option  would  have been  entitled  by reason of such
          merger or consolidation.

               In the event of a change in the Stock of the Company as presently
          constituted,  which is  limited  to a change of all of its  authorized
          shares  without  par value into the same  number of shares  with a par
          value, the shares resulting from any such change shall be deemed to be
          the Stock within the meaning of the Plan.

               To the extent that the foregoing  adjustments  relate to stock or
          securities  of the  Company,  such  adjustments  shall  be made by the
          Board, whose determination in that respect shall be final, binding and
          conclusive.  Except as expressly  provided in this Section  5(i),  the
          Optionee  shall  have  no  rights  by  reason  of any  subdivision  or
          consolidation  of shares of stock of any class or the  payment  of any
          stock  dividend  or any other  increase  or  decrease in the number of
          shares  of stock of any  class,  and the  number or price of shares of
          Stock  subject  to  any  Option  shall  not  be  affected  by,  and no
          adjustment shall be made by reason of, any  dissolution,  liquidation,

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          merger, consolidation or sale of assets or capital stock, or any issue
          by the  Company  of  shares  of  stock  of  any  class  or  securities
          convertible into shares of stock of any class.

               The Grant of an Option  pursuant  to the Plan shall not affect in
          any way the  right or power of the  Company  to make any  adjustments,
          reclassifications,  reorganizations  or  changes  in  its  capital  or
          business structure or to merge, consolidate, dissolve, or liquidate or
          to sell or transfer all or any part of its business or assets.

     (j)  Rights  as a  Shareholder:  An  Optionee  shall  have no  rights  as a
          shareholder  with respect to any shares covered by an Option until the
          effective  date of the  issuance of the shares  following  exercise of
          such Option by Optionee.  No  adjustment  shall be made for  dividends
          (ordinary  or  extraordinary,  whether  in cash,  securities  or other
          property) or  distributions  or other rights for which the record date
          is prior to the date  such  stock  certificate  is  issued,  except as
          expressly provided in Section 5(i) hereof.

     (k)  Modification, Acceleration, Extension, and Renewal of Options: Subject
          to the terms and  conditions  and within the  limitations of the Plan,
          the Board may modify an  Option,  or,  once an Option is  exercisable,
          accelerate  the rate at which it may be  exercised,  and may extend or
          renew  outstanding  Options  granted  under  the  Plan or  accept  the
          surrender  of  outstanding  Options  (to the  extent  not  theretofore
          exercised)  and authorize the granting of new Options in  substitution
          for such Options,  provided such action is  permissible  under Section
          422  of the  Code,  the  Delaware  Securities  Rules  and  subject  to
          shareholder approval, as applicable. Notwithstanding the provisions of
          this  Section  5(k),  however,  no  modification  of an Option  shall,
          without the consent of the Optionee, alter to the Optionee's detriment
          or impair  any  rights or  obligations  under any  Option  theretofore
          granted under the Plan.

     (l)  Exercise  Before  Exercise Date: At the  discretion of the Board,  the
          Option may, but need not, include a provision whereby the Optionee may
          elect to exercise all or any portion of the Option prior to the stated
          exercise date of the Option or any installment  thereof. Any shares so
          purchased  prior to the  stated  exercise  date  shall be  subject  to
          repurchase by the Company upon termination of Optionee's employment as
          contemplated  by Section 5(n) hereof prior to the exercise date stated
          in the Option and such other  restrictions and conditions as the Board
          or Committee may deem advisable.

     (m)  Other  Provisions:  The Option  agreements  authorized  under the Plan
          shall contain such other provisions,  including,  without  limitation,
          restrictions  upon the  exercise of the  Options,  as the Board or the
          Committee shall deem advisable. Shares shall not be issued pursuant to
          the  exercise  of an Option,  if the  exercise  of such  Option or the
          issuance of shares  thereunder would violate,  in the opinion of legal
          counsel for the Company,  the  provisions of any applicable law or the
          rules or regulations of any applicable  governmental or administrative
          agency or body,  such as the Code,  the  Securities  Act, the Exchange
          Act, the Delaware Securities Rules,  Delaware corporation law, and the

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<PAGE>

          rules  promulgated under the foregoing or the rules and regulations of
          any exchange upon which the shares of the Company are listed.  Without
          limiting the generality of the foregoing,  the exercise of each Option
          shall be  subject  to the  condition  that if at any time the  Company
          shall determine that (i) the  satisfaction of withholding tax or other
          similar   liabilities,   or  (ii)   the   listing,   registration   or
          qualification  of  any  shares  covered  by  such  exercise  upon  any
          securities  exchange  or under any state or federal  law, or (iii) the
          consent or approval of any regulatory  body, or (iv) the perfection of
          any  exemption  from  any  such  withholding,  listing,  registration,
          qualification,  consent or  approval  is  necessary  or  desirable  in
          connection  with such  exercise or the issuance of shares  thereunder,
          then in any such event,  such exercise  shall not be effective  unless
          such  withholding,  listing  registration,   qualification,   consent,
          approval or exemption shall have been effected,  obtained or perfected
          free of any conditions not acceptable to the Company.

     (n)  Repurchase Agreement:  The Board may, in its discretion,  require as a
          condition  to the  Grant  of an  Option  hereunder,  that an  Optionee
          execute  an  agreement  with  the  Company,   in  form  and  substance
          satisfactory to the Board in its discretion ("Repurchase  Agreement"),
          (i)  restricting  the Optionee's  right to transfer  shares  purchased
          under such Option without first offering such shares to the Company or
          another  shareholder of the Company upon the same terms and conditions
          as provided  therein;  and (ii)  providing  that upon  termination  of
          Optionee's  employment with the Company,  for any reason,  the Company
          (or another  shareholder of the Company, as provided in the Repurchase
          Agreement)  shall have the right at its  discretion (or the discretion
          of such other  shareholders) to purchase and/or redeem all such shares
          owned  by  the  Optionee  on the  date  of  termination  of his or her
          employment   upon  such  terms  and  conditions  as  the  Board  deems
          appropriate in its discretion.

6.   Investment Intent. All Grants under the Plan are intended to be exempt from
     registration  under the  Securities  Act  provided by Rule 701  thereunder.
     Unless and until the  granting  of Options  or sale and  issuance  of Stock
     subject to the Plan are  registered  under the  Securities  Act or shall be
     exempt pursuant to the rules promulgated  thereunder,  each Grant under the
     Plan  shall  provide  that the  purchases  or other  acquisitions  of Stock
     thereunder shall be for investment  purposes and not with a view to, or for
     resale in connection with, any distribution  thereof.  Further,  unless the
     issuance and sale of the Stock have been  registered  under the  Securities
     Act,  each Grant shall  provide that no shares shall be purchased  upon the
     exercise  of the  rights  under  such  Grant  unless and until (i) all then
     applicable  requirements of state and federal laws and regulatory  agencies
     shall have been fully complied with to the  satisfaction of the Company and
     its counsel,  and (ii) if  requested  to do so by the  Company,  the person
     exercising the rights under the Grant shall (i) give written  assurances as
     to knowledge and experience of such person (or a representative employed by
     such  person) in  financial  and  business  matters and the ability of such
     person (or  representative)  to evaluate the merits and risks of exercising
     the  Option,  and (ii)  execute  and  deliver  to the  Company  a letter of
     investment  intent and/or such other form related to applicable  exemptions
     from  registration,  all in such  form and  substance  as the  Company  may

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<PAGE>
     require.  If shares are issued upon  exercise  of any rights  under a Grant
     without  registration under the Securities Act, subsequent  registration of
     such  shares  shall  relieve  the  purchaser   thereof  of  any  investment
     restrictions or representations made upon the exercise of such rights.

7.   Amendment,  Modification,  Suspension or  Discontinuance  of the Plan.  The
     Board may,  insofar as permitted by law, from time to time, with respect to
     any  shares at the time not  subject  to  outstanding  Grants,  suspend  or
     terminate the Plan or revise or amend it in any respect whatsoever,  except
     that  without the  approval of the  shareholders  of the  Company,  no such
     revision or amendment  shall (i)  increase the number of shares  subject to
     the Plan,  (ii)  decrease the price at which  Grants may be granted,  (iii)
     materially increase the benefits to Participants,  or (iv) change the class
     of persons eligible to receive Grants under the Plan; provided, however, no
     such  action  shall  alter or impair the rights and  obligations  under any
     Option,  or Stock Award, or Restricted Stock Purchase Offer  outstanding as
     of the  date  thereof  without  the  written  consent  of  the  Participant
     thereunder.  No Grant may be issued while the Plan is suspended or after it
     is terminated,  but the rights and obligations under any Grant issued while
     the Plan is in effect shall not be impaired by suspension or termination of
     the Plan.

          In the  event of any  change in the  outstanding  Stock by reason of a
     stock split,  stock dividend,  combination or  reclassification  of shares,
     recapitalization,  merger, or similar event, the Board or the Committee may
     adjust  proportionally (a) the number of shares of Stock (i) reserved under
     the Plan,  (ii)  available  for Incentive  Stock  Options and  Nonstatutory
     Options and (iii) covered by outstanding  Stock Awards or Restricted  Stock
     Purchase Offers;  (b) the Stock prices related to outstanding  Grants;  and
     (c) the appropriate  Fair Market Value and other price  determinations  for
     such Grants.  In the event of any other change  affecting  the Stock or any
     distribution  (other than normal cash dividends) to holders of Stock,  such
     adjustments  as may be  deemed  equitable  by the  Board or the  Committee,
     including  adjustments to avoid  fractional  shares,  shall be made to give
     proper  effect  to  such  event.  In  the  event  of  a  corporate  merger,
     consolidation, acquisition of property or stock, separation, reorganization
     or liquidation,  the Board or the Committee shall be authorized to issue or
     assume stock  options,  whether or not in a  transaction  to which  Section
     424(a) of the Code applies,  and other Grants by means of  substitution  of
     new Grant  Agreements  for  previously  issued  Grants or an  assumption of
     previously issued Grants.

8.   Tax  Withholding.  The  Company  shall have the right to deduct  applicable
     taxes from any Grant  payment  and  withhold,  at the time of  delivery  or
     exercise of Options,  Stock Awards or Restricted  Stock Purchase  Offers or
     vesting of shares under such Grants,  an  appropriate  number of shares for
     payment of taxes  required  by law or to take such  other  action as may be
     necessary  in the  opinion of the Company to satisfy  all  obligations  for
     withholding  of such taxes.  If Stock is used to satisfy  tax  withholding,
     such  stock  shall be valued  based on the Fair  Market  Value when the tax
     withholding is required to be made.

9.   Availability of Information. During the term of the Plan and any additional
     period  during  which  a  Grant  granted  pursuant  to the  Plan  shall  be
     exercisable,  the Company shall make available,  not later than one hundred

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<PAGE>

     and twenty (120) days following the close of each of its fiscal years, such
     financial and other information regarding the Company as is required by the
     bylaws of the  Company  and  applicable  law to be  furnished  in an annual
     report to the shareholders of the Company.

10.  Notice. Any written notice to the Company required by any of the provisions
     of the Plan shall be  addressed  to the chief  personnel  officer or to the
     chief executive officer of the Company,  and shall become effective when it
     is  received  by the  office of the chief  personnel  officer  or the chief
     executive officer.

11.  Indemnification   of  Board.   In   addition   to  such  other   rights  or
     indemnifications  as they may have as  directors or  otherwise,  and to the
     extent  allowed  by  applicable  law,  the  members  of the  Board  and the
     Committee  shall be  indemnified  by the  Company  against  the  reasonable
     expenses,  including  attorneys' fees, actually and necessarily incurred in
     connection with the defense of any claim, action, suit or proceeding, or in
     connection with any appeal  thereof,  to which they or any of them may be a
     party by  reason  of any  action  taken,  or  failure  to act,  under or in
     connection with the Plan or any Grant granted  thereunder,  and against all
     amounts paid by them in settlement  thereof  (provided  such  settlement is
     approved by independent  legal counsel  selected by the Company) or paid by
     them in  satisfaction  of a judgment  in any such  claim,  action,  suit or
     proceeding,  except in any case in relation to matters as to which it shall
     be adjudged in such claim,  action,  suit or proceeding  that such Board or
     Committee  member is liable for negligence or misconduct in the performance
     of  his  or  her  duties;  provided  that  within  sixty  (60)  days  after
     institution  of any  such  action,  suit or  Board  proceeding  the  member
     involved shall offer the Company, in writing,  the opportunity,  at its own
     expense, to handle and defend the same.

12.  Governing  Law.  The Plan and all  determinations  made and  actions  taken
     pursuant  hereto,  to the extent not otherwise  governed by the Code or the
     securities  laws of the United States,  shall be governed by the law of the
     State of Delaware and construed accordingly.

13.  Effective and  Termination  Dates.  The Plan shall become  effective on the
     date it is approved by the Board,  and as required by  applicable  law, the
     Plan  shall  be  subject  to  approval  by  a  majority  of  the  Company's
     shareholders  within  twelve (12) months of the date of the adoption of the
     Plan by the Board.  The Plan shall  terminate  ten years later,  subject to
     earlier termination by the Board pursuant to Section 8.




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