EXHIBIT 10.22

                             WESERVEHOMES.COM, INC.


                       [INCENTIVE] STOCK OPTION AGREEMENT



                  WeServeHomes.com, Inc. a Delaware corporation (the "Company"),
hereby  grants to Optionee as of the Grant Date,  pursuant to the  provisions of
the Plan,  the Option to purchase the number of Option  Shares  specified in the
Notice of Grant at the  Exercise  Price per share upon and  subject to the terms
and conditions set forth below. References to "Employment with the Company" mean
employment  by, or the  performance  of services for, the Company and employment
by,  or the  performance  of  services  for,  any  Parent or  Subsidiary  or any
Subsidiary of any Parent in the capacity of an employee,  a non-employee  member
of the board of  directors of the Company or board of directors of any Parent or
Subsidiary or a consultant or independent  adviser in the service of the Company
or any  Parent or  Subsidiary.  Capitalized  terms not  defined  in this  Option
Agreement, including the attached Appendix, shall have the meanings specified in
the Notice of Grant.

          1. Option Subject to Acceptance of Option Agreement.  The Option shall
     be null and void unless the Optionee shall accept this Option  Agreement by
     executing the Notice of Grant and returning an original  execution  copy to
     the  Company at 2500  Warrenville  Road,  Downers  Grove,  Illinois  60515,
     Attention: Controller.

                  2.  REPURCHASE  RIGHTS AND FIRST  REFUSAL  RIGHTS.  ALL OPTION
SHARES ACQUIRED UPON THE EXERCISE OF THE OPTION ARE SUBJECT TO REPURCHASE RIGHTS
AND FIRST REFUSAL  RIGHTS  EXERCISABLE BY THE COMPANY WHICH ARE DESCRIBED IN THE
NOTICE OF GRANT AND SPECIFIED IN THE STOCK PURCHASE AGREEMENT.

          3. Maximum Term of Option. In no event may the Option be exercised, in
     whole or in part, after the Expiration Date.

                  4.  Exercisibility.  The Option shall be exercisable on and as
of the Grant Date with respect to 100% of the Option Shares; provided,  however,
that  on and as of the  Grant  Date,  100% of any  Option  Shares  purchased  by
Optionee  shall be subject to the  Repurchase  Rights which shall lapse over the
period specified in the Notice of Grant, and the First Refusal Rights.


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                  5.       Rights on Termination of Employment

                  (a) Permanent  Disability and Death. If Optionee's  Employment
with the Company  terminates  by reason of Permanent  Disability  or death,  all
Repurchase Rights existing as of the effective date of Optionee's termination of
employment or date of death shall lapse, all First Refusal Rights shall continue
in  accordance  with  their  terms  and,  to the  extent the Option has not been
exercised as of such effective date or date of death,  the Option may thereafter
be exercised by Optionee or Optionee's Legal  Representative until and including
the earliest to occur of (i) 5:00 p.m.,  Chicago  time,  on the date which is 12
months after the effective date of Optionee's  termination of employment or date
of death and (ii) the Expiration Date.

                  (b)  Retirement.  If  Optionee's  Employment  with the Company
terminates by reason of  Retirement,  all Repurchase  Rights  existing as of the
effective date of Optionee's  Retirement  shall lapse,  all First Refusal Rights
shall continue in accordance  with their terms and, to the extent the Option has
not been  exercised as of such  effective  date,  the Option may  thereafter  be
exercised by Optionee or Optionee's Legal Representative until and including the
Expiration Date[; provided,  however, that to the extent the Option is exercised
after the date that is three (3) months after the  effective  date of Optionee's
Retirement,  the Option  shall be a  Non-Statutory  Option and not an  Incentive
Option.]

                  (c)  Misconduct.  If  Optionee's  Employment  with the Company
terminates by reason of  Misconduct,  then to the extent the Option has not been
exercised as of the effective date of Optionee's termination of employment,  the
Option  shall  terminate  automatically  as  of  such  effective  date  and  all
Repurchase  Rights and First Refusal Rights existing as of the effective date of
Optionee's  termination of employment  shall  continue in accordance  with their
terms.

                  (d)  Other  Termination.  If  Optionee's  Employment  with the
Company  terminates  for any reason  other  than  Permanent  Disability,  death,
Retirement  or  Misconduct,  all  Repurchase  Rights  and First  Refusal  Rights
existing as of the effective date of Optionee's  termination of employment shall
continue  in  accordance  with their terms and, to the extent the Option has not
been exercised as of such effective date, the Option may thereafter be exercised
by Optionee or Optionee's Legal  Representative until and including the earliest
to occur of (i) 5:00 p.m.,  Chicago  time, on the date which is three (3) months
after the effective  date of Optionee's  termination  of employment and (ii) the
Expiration Date; provided,  however,  that Section 7(d) of this Option Agreement
shall apply in the event of Optionee's Involuntary  Termination within 18 months
after the consummation of a Corporate Transaction.

                  (e)      Death after Termination of Employment.
                           -------------------------------------

          (1) If  Optionee  dies  during  the  post-employment  exercise  period
     determined pursuant to Section 5(a) following  termination of employment by
     reason of Permanent Disability,  all First Refusal Rights shall continue in
     accordance  with  their  terms  and,  to the extent the Option has not been
     exercised as of the date of death,  the Option may  thereafter be exercised
     by  Optionee's  Legal  Representative  until and  including the earliest to
     occur of (i)

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     5:00 p.m.,  Chicago time, on the date which is 12 months after
     the date of death and (ii) the Expiration Date.

          (2) If Optionee dies following  termination of employment by reason of
     Retirement and prior to the Expiration Date, all First Refusal Rights shall
     continue in  accordance  with their terms and, to the extent the Option has
     not been  exercised as of the date of death,  the Option may  thereafter be
     exercised  by  Optionee's  Legal  Representative  until and  including  the
     Expiration Date.

          (3) If  Optionee  dies  during  the  post-employment  exercise  period
     determined  pursuant  to  Section  5(d)  above  following   termination  of
     employment  for  any  reason  other  than  Permanent   Disability,   death,
     Retirement  or  Misconduct,  or  pusuant  to  Section  7(d) of this  Option
     Agreement,  all Repurchase  Rights and First Refusal Rights  existing as of
     the date of death shall continue in accordance  with their terms and to the
     extent  the  Option  has not been  exercised  as of the date of death,  the
     Option may thereafter be exercised by Optionee's Legal Representative until
     and including the earliest to occur of (i) 5:00 p.m.,  Chicago time, on the
     date  which is  three  (3)  months  after  the  date of death  and (ii) the
     Expiration Date.

         6.       Manner of Exercising Option.
                  ---------------------------

          (a) Each time Optionee  exercises  the Option,  Optionee or Optionee's
     Legal Representative shall:

          (1) Execute and deliver to the Company a Stock Purchase  Agreement for
     the Option Shares for which the Option is exercised.

          (2) Pay the aggregate  Exercise Price for the purchased  Option Shares
     in one or more of the following forms:

          (i)     cash or check made payable to the Company; or

          (ii) a promissory note payable to the Company,  but only to the extent
     authorized by the Plan  Administrator  in accordance  with Section 10(b) of
     this Option Agreement.

                  Should  the  Stock  be  registered  under  Section  12 of  the
                  Securities  Exchange  Act of 1934 at the  time the  Option  is
                  exercised,  then  the  Exercise  Price  may  also  be  paid as
                  follows:

          (iii) by delivery (either actual delivery or by attestation procedures
     established  by the  Company) of  previously  owned  whole  shares of Stock
     (which Optionee (or Optionee's Legal  Representative) has held for at least
     six months prior to the delivery of such shares or which Optionee purchased
     on the open market and in each case for which Optionee has good title, free
     and clear of all liens and  encumbrances)  having an aggregate  Fair Market
     Value,

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     determined  as of the  date of  exercise,  equal  to the  aggregate
     Exercise Price for the purchased Option Shares; or

          (iv) to the extent the Option is exercised  for Option Shares that are
     not subject to  Repurchase  Rights,  through a special sale and  remittance
     procedure  pursuant to which Optionee (or Optionee's Legal  Representative)
     shall concurrently provide irrevocable instructions to a Company-designated
     brokerage firm to effect the immediate sale of the purchased  Option Shares
     and to remit to the  Company,  out of the sale  proceeds  available  on the
     settlement date of the sale, sufficient funds to pay the aggregate Exercise
     Price for the purchased  Option Shares plus all applicable  Federal,  state
     and local income and employment  taxes required to be withheld by reason of
     such exercise and  irrevocable  instructions  to the Company to deliver the
     certificate(s)  for the purchased  Option Shares directly to such brokerage
     firm in order to complete the sale.

Note:  Except to the extent  the  foregoing  sale and  remittance  procedure  is
utilized in connection  with an Option  exercise,  payment of the Exercise Price
shall  accompany  the Stock  Purchase  Agreement  delivered  to the  Company  in
connection with the Option exercise.

          (3) If the person  exercising  the Option is not Optionee,  deliver to
     the Company  documentation  acceptable to the Company  evidencing  that the
     person exercising the Option has the right to exercise the Option.

          (4) Execute and deliver to the Company such written representations as
     may be  requested  by the  Company in order for the  Company to comply with
     applicable Federal and state securities laws.

          (5)  If any  Federal,  state  and  local  income  and  employment  tax
     withholding  requirements  apply to the Option exercise,  make arrangements
     acceptable to the Company for the satisfaction of such requirements.

          (6) Execute and deliver to the Company  documentation deemed necessary
     or  desirable  by the  Company to enforce  any  Repurchase  Rights or First
     Refusal Rights.

(b) As soon as practical after any date of exercise,  the Company shall issue to
or on behalf of Optionee (or Optionee's Legal  Representative) a certificate for
the purchased Option Shares.  If any portion of the aggregate  Exercise Price is
paid out of the proceeds of a promissory  note in accordance  with Section 10(b)
of this  Option  Agreement  or to the extent  any  purchased  Option  Shares are
subject to Repurchase  Rights or First  Refusal  Rights,  in the Company's  sole
discretion,  the  certificates  for those Option  Shares may be endorsed with an

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appropriate  legend and may be held by the Company  until such Option Shares are
no longer subject to Repurchase Rights or First Refusal Rights.

(c)      In no event may the Option be exercised for any fractional shares.

         7.       Special Acceleration of Option.
                  ------------------------------

                  (a)   Immediately   upon  the   consummation  of  a  Corporate
Transaction,  all then  existing  Repurchase  Rights  shall  lapse and all First
Refusal Rights shall continue in accordance with their terms; provided, however,
that Repurchase Rights shall not lapse if and to the extent:  (i) the Option is,
upon consummation of the Corporate Transaction,  either assumed by the successor
corporation (or parent thereof) in the Corporate  Transaction or (ii) the Option
is,  upon  consummation  of  the  Corporate  Transaction,  replaced  with a cash
incentive  program  of the  successor  corporation  (or  parent  thereof)  which
preserves  the  spread  existing  on the  Option  Shares  which are  subject  to
Repurchase  Rights at the time of the Corporate  Transaction  (the excess of the
Fair Market Value of those Option  Shares over the  Exercise  Price  payable for
such shares) and provides for  subsequent  payout at the same time or times that
the  Repurchase  Rights would have  otherwise  lapsed and, in the case of either
clause (i) or (ii),  the  Repurchase  Rights are assigned to such  successor (or
parent thereof).

(b) Immediately  following the  consummation of the Corporate  Transaction,  the
Option shall terminate and cease to be outstanding, except to the extent assumed
by the  successor  corporation  (or parent  thereof)  upon  consummation  of the
Corporate Transaction.

(c) If the Option is assumed upon consummation of a Corporate Transaction,  then
the Option shall be appropriately  adjusted,  immediately after  consummation of
such Corporate Transaction, to apply to the number and class of securities which
would  have been  issuable  to  Optionee  upon  consummation  of such  Corporate
Transaction had the Option been exercised  immediately  prior to consummation of
such Corporate Transaction, and appropriate adjustment shall also be made to the
Exercise Price, provided the aggregate Exercise Price shall remain the same.

d) Notwithstanding  Section 5(d) of this Option Agreement and
the proviso  contained in the first sentence of Section 7(a) above, in the event
of Optionee's Involuntary Termination within 18 months after the consummation of
a  Corporate  Transaction  pursuant  to which the Option is assumed  by, and the
Repurchase Rights are assigned to, the successor corporation (or parent thereof)
or the  Option  is  replaced  with a cash  incentive  program  of the  successor
corporation  (or parent  thereof),  all  Repurchase  Rights  existing  as of the
effective  date of Optionee's  Involuntary  Termination  shall lapse,  all First
Refusal Rights shall continue in accordance  with their terms and, to the extent
the  Option  has not  been  exercised  as of the  effective  date of  Optionee's
Involuntary  Termination,  the Option may thereafter be exercised by Optionee or
Optionee's Legal Representative until and including the earliest to occur of (i)
5:00 p.m.,  Chicago  time, on the date which is one (1) year after the effective
date of Optionee's Involuntary Termination and (ii) the Expiration Date.

(e) This  Option  Agreement  shall not in any way  affect  the
right of the Company to adjust,  reclassify,  reorganize or otherwise change its
capital or business structure or


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to merge, consolidate,  dissolve,  liquidate or sell or transfer all or any part
of its business or assets.

         8.       Additional Terms and Conditions of Option

                  (a)  Adjustment.  In the  event  of  any  stock  split,  stock
dividend, recapitalization,  reorganization, merger, consolidation, combination,
exchange  of  shares,   liquidation,   spin-off  or  other  similar   change  in
capitalization  or event,  or any  distribution to holders of Stock other than a
regular cash dividend,  the number and class of securities subject to the Option
and the purchase price per security shall be appropriately  adjusted by the Plan
Administrator  without an  increase  in the  aggregate  Exercise  Price.  If any
adjustment  would result in a fractional  security  being subject to the Option,
the Company shall pay Optionee,  in  connection  with the first  exercise of the
Option  occurring  after  such  adjustment,  an  amount  in cash  determined  by
multiplying (i) the fraction of such security (rounded to the nearest hundredth)
by (ii) the excess,  if any, of (A) the Fair Market Value on the  exercise  date
over  (B)  the  exercise  price  of  the  Option.   The  decision  of  the  Plan
Administrator  regarding  any  such  adjustment  shall  be  final,  binding  and
conclusive.

                  (b) Stockholder Rights.  Optionee shall not be entitled to any
privileges  of  ownership  with  respect to any Option  Shares  unless and until
purchased  and delivered  upon the exercise of the Option,  in whole or in part,
and Optionee  becomes a  stockholder  of record with  respect to such  delivered
shares.

                  (c)  Nontransferability  of  Option.  The  Option  may  not be
transferred  by  Optionee  other  than  (i) by will or the laws of  descent  and
distribution or pursuant to beneficiary  designation  procedures approved by the
Company.  [To the extent the Option is a Non-Statutory  Option,  then the Option
may be assigned in whole or in part during Optionee's  lifetime either as (i) as
a gift to one or more  members of  Optionee's  Immediate  Family,  to a trust in
which Optionee and/or one or more of Optionee's  Immediate Family hold more than
fifty percent (50%) of the  beneficial  interest or an entity in which more than
fifty percent (50%) of the voting  interests are owned by Optionee and/or one or
more members of  Optionee's  Immediate  Family,  or (ii)  pursuant to a domestic
relations order. The assigned portion shall be exercisable only by the person or
persons  who  acquire a  proprietary  interest  in the Option  pursuant  to such
assignment.  The terms  applicable to the assigned  portion shall be the same as
those in effect for the Option immediately prior to such assignment and shall be
set forth in or determined  pursuant to such documents relating to an assignment
as the Plan Administrator  deems appropriate in its sole discretion.]  Except to
the extent permitted by the foregoing,  during Optionee's lifetime the Option is
exercisable only by Optionee or Optionee's Legal  Representative.  Except to the
extent  permitted  by the  foregoing,  the Option may not be sold,  transferred,
assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by
operation of law or otherwise) or be subject to execution, attachment or similar
process.  Upon any attempt to so sell, transfer,  assign,  pledge,  hypothecate,
encumber or otherwise dispose of the Option, the Option and all rights hereunder
shall immediately become null and void.

                  (d) Compliance  with  Applicable Law. The Option is subject to
the condition that if the listing,  registration or  qualification of the Option
Shares upon any securities exchange or under any law, or the consent or approval
of any  governmental  body,  or the taking of any other

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<PAGE>

action is  necessary or desirable as a condition of, or in connection  with, the
purchase or delivery of shares hereunder,  the Option may not be exercised,  in
whole or in part, unless such listing, registration,  qualification,  consent or
approval shall have been effected or obtained,  free of any conditions not
acceptable to the Company. The Company agrees to use  reasonable  efforts to
effect or obtain any such listing, registration, qualification, consent or
approval.

                  (e) Company to Reserve Shares.  The Company shall at all times
prior to the expiration or termination of the Option reserve and keep available,
either in its treasury or out of its  authorized  but unissued  shares of Stock,
the full number of shares subject to the Option from time to time.

                  (f)  Decision of Plan  Administrator.  The Plan  Administrator
shall have the right to resolve all questions which may arise in connection with
the Option,  including its exercise. Any interpretation,  determination or other
action made or taken by the Plan Administrator regarding the Plan, the Notice of
Grant,  this Option  Agreement or the Stock Purchase  Agreement  shall be final,
binding and conclusive.

         9. Additional Terms Applicable to an Incentive Option. In the event the
  Option is  designated  an Incentive  Option,  then to the extent the aggregate
  Fair Market  Value  (determined  at the Grant  Date) of the Option  Shares for
  which the Option would otherwise first become exercisable in the calendar year
  in which the Option is granted would,  when added to the aggregate Fair Market
  Value  (determined as of the  respective  date or dates of grant) of the Stock
  and any other securities for which one or more other Incentive Options granted
  to the Optionee  prior to the Grant Date (whether  under the Plan or any other
  option  plan  of the  Company  or  any  Parent  or  Subsidiary)  first  become
  exercisable during the same calendar year, exceed One Hundred Thousand Dollars
  ($100,000) in the aggregate, then the Option shall be a Non-Statutory Option.

         10.      Miscellaneous Provisions.

                  (a)  Successors  and  Assigns.  The  Notice  of Grant and this
Option  Agreement  shall  be  binding  upon  and  inure  to the  benefit  of any
successors  or assigns  of the  Company  and any  person or  persons  who shall,
pursuant to Section 8(c), acquire any rights under the Option in accordance with
the Notice of Grant, this Option Agreement or the Plan.

                  (b)  Financing.  The Company may, in its sole  discretion  and
without any  obligation to do so, permit  Optionee to pay the Exercise Price for
any  purchased  Option Shares by  delivering a  full-recourse,  interest-bearing
promissory  note secured by those  Option  Shares and any other  collateral  the
Company deems necessary or desirable. The Company, in its sole discretion, shall
establish the terms and conditions of any such promissory note.

                  (c)  Notices.  All notices,  requests or other  communications
provided for in this Option Agreement shall be made, if to the Company,  to 2500
Warrenville Road, Downer's Grove, Illinois 60515, Attention:  Controller, and if
to Optionee,  to the address  indicated below  Optionee's  signature line on the
Notice of Grant. All notices,  requests or other communications  provided for in
this Option Agreement shall be made in writing either (a) by personal  delivery,
(b) by  facsimile  with  confirmation  of receipt,  (c) by mailing in the United
States mails to the last

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known address of the party  entitled  thereto or (d) by express courier service.
The notice,  request or other  communication  shall be deemed to be received
upon personal  delivery,  upon  confirmation of receipt of facsimile
transmission  or upon  receipt  by the party  entitled  thereto if by United
States mail or express  courier  service;  provided,  however,  that if a
notice,  request or other  communication  sent to the  Company  is not  received
during  regular  business  hours,  it shall be deemed to be received on the next
succeeding business day of the Company.

                  (d)  Governing  Law.  The   interpretation,   performance  and
enforcement of the Notice of Grant, this Option Agreement and the Option, to the
extent not governed by the laws of the United  States,  shall be governed by the
laws of the State of Illinois and  construed  in  accordance  therewith  without
giving effect to principles of conflicts of laws.

                  (e) Counterparts. This Option Agreement may be executed in two
counterparts  each of  which  shall  be  deemed  an  original  and both of which
together shall constitute one and the same instrument.



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<PAGE>


                                    APPENDIX


         The  following  definitions  shall  be  in  effect  under  this  Option
Agreement:

         Code means the Internal Revenue Code of 1986, as amended.

         Corporate     Transaction     means    either    of    the    following
         stockholder-approved transactions to which the Company is a party:

         (i)      a merger or consolidation in which securities  possessing more
                  than fifty percent (50%) of the total combined voting power of
                  the Company's  outstanding  securities  are  transferred  to a
                  person or persons  different  from the persons  holding  those
                  securities immediately prior to such transaction, or

(ii) the sale,  transfer or other disposition of all or substantially all of the
     Company's assets in complete liquidation or dissolution of the Company.

         Fair  Market  Value per share of Stock on any  relevant  date  shall be
         determined in accordance with the following provisions:

         (i)      If the  Stock is at the time  traded  on the  Nasdaq  National
                  Market,  then  the Fair  Market  Value  shall  be the  closing
                  selling  price per share of Stock on the date in question,  as
                  the  price  is  reported  by  the  National   Association   of
                  Securities  Dealers on the Nasdaq National Market. If there is
                  no reported closing selling price for the Stock on the date in
                  question,  then the Fair  Market  Value  shall be the  closing
                  selling price on the last  preceding  date for which a closing
                  selling price is reported.

         (ii)     If the Stock is at the time listed on any national  securities
                  exchange,  then the Fair  Market  Value  shall be the  closing
                  selling  price per share of Stock on the date in  question  on
                  the  national  securities  exchange  determined  by  the  Plan
                  Administrator  in its sole discretion to be the primary market
                  for the Stock, as such price is reported in the composite tape
                  of  transactions  on such  exchange.  If there is no  reported
                  closing  selling  price for the Stock on the date in question,
                  then the Fair Market Value shall be the closing  selling price
                  on the last preceding  date for which a closing  selling price
                  is reported.

(iii)             If the  Stock  is at the  time  neither  listed  on any  Stock
                  Exchange nor traded on the Nasdaq  National  Market,  then the
                  Fair   Market   Value   shall  be   determined   by  the  Plan
                  Administrator in its sole discretion after taking into account
                  such factors as the Plan Administrator shall deem appropriate.

         [Immediate  Family  of  Optionee  means  Optionee's  child,  stepchild,
         grandchild,  parent,  stepparent,  grandparent,  spouse, former spouse,
         sibling,  niece,  nephew,  mother-in-law,

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         father-in-law,  son-in-law, daughter-in-law,  brother-in-law or
         sister-in-law,  including  adoptive relationships.]

         Incentive  Option means an option which  satisfies the  requirements of
Code Section 422.

         Involuntary  Termination means the termination of Optionee's Employment
         with the Company by reason of (i) Optionee's  involuntary  dismissal or
         discharge by the Company for reasons other than for Misconduct, or (ii)
         Optionee's voluntary  resignation  following (A) a change in Optionee's
         position with the Company (or a Subsidiary  employing  Optionee)  which
         materially reduces Optionee's duties and  responsibilities or the level
         of management to which Optionee reports,  (B) a reduction in Optionee's
         level of  compensation  (including  base  salary,  fringe  benefits and
         target  bonuses  under  any   corporate-performance   based   incentive
         programs) by more than  fifteen  percent  (15%) or (C) a relocation  of
         Optionee's place of employment by more than fifty (50) miles,  provided
         and only if such  change,  reduction or  relocation  is effected by the
         Company without Optionee's consent.

         Legal   Representative   means  an   executor,   administrator,   legal
         representative,  guardian, beneficiary, other person to whom the Option
         has been  transferred  in  accordance  with this  Option  Agreement  or
         similar person.

         Misconduct  means the commission of any act of fraud,  embezzlement  or
         dishonesty by Optionee,  any unauthorized use or disclosure by Optionee
         of  confidential  information  or trade  secrets of the Company (or any
         Parent or  Subsidiary or any  Subsidiary  of any Parent),  or any other
         intentional  misconduct by Optionee adversely affecting the business or
         affairs of the Company (or any Parent or Subsidiary  or any  Subsidiary
         of any Parent) in a material manner. The foregoing definition shall not
         be  deemed  to be  inclusive  of all the acts or  omissions  which  the
         Company (or any Parent or Subsidiary  or any  Subsidiary of any Parent)
         may  consider as grounds for the  dismissal or discharge of Optionee or
         any other individual in the employment of the Company (or any Parent or
         Subsidiary or any Subsidiary of any Parent).

         Non-Statutory  Option  means an option  not  intended  to  satisfy  the
requirements of Code Section 422.

         Parent means any corporation,  partnership or limited liability company
         (other  than  the  Company)  in  an  unbroken  chain  of  corporations,
         partnerships or limited  liability  companies  ending with the Company,
         provided each corporation,  partnership or limited liability company in
         the unbroken  chain (other than the Company)  owns,  at the time of the
         determination,  stock or other equity  interests  which  possess  fifty
         percent  (50%) or more of the  total  combined  voting  power or equity
         interests  of all  classes of stock or equity  interests  in one of the
         other corporations, partnerships or limited liability companies in such
         chain.

         Permanent  Disability  means the inability of Optionee to engage in any
         substantial  gainful  activity by reason of any medically  determinable
         physical or mental  impairment

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         which is expected to result in death or
         has lasted or can be  expected  to last for a  continuous  period of 12
         months or more.

         Plan  Administrator  means either the board of directors of the Company
         or a committee of the board acting in its capacity as  administrator of
         the Plan.

         Retirement  means  cessation of Employment with the Company on or after
         age 65 or on or after  age 55  after a  minimum  of ten  (10)  years of
         Employment with the Company.

         Subsidiary  means  any  corporation,  limited  partnership  or  limited
         liability  company  (other than the  Company)  in an unbroken  chain of
         corporations,  partnerships or limited  liability  companies  beginning
         with the Company,  provided each  corporation,  partnership  or limited
         liability  company  (other than the last  corporation,  partnership  or
         limited  liability  company) in the unbroken chain owns, at the time of
         the determination,  stock or other equity interests which possess fifty
         percent  (50%) or more of the  total  combined  voting  power or equity
         interests  of all  classes of stock or equity  interests  in one of the
         other corporations in such chain.


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