AMENDED AND RESTATED

                               EXCELON CORPORATION

                       1997 NONQUALIFIED STOCK OPTION PLAN


















Amended July 14, 2000
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<PAGE>

                              AMENDED AND RESTATED

                               EXCELON CORPORATION

                       1997 NONQUALIFIED STOCK OPTION PLAN

                                TABLE OF CONTENTS

1.       PURPOSE OF THE PLAN...................................................1
2.       ADMINISTRATION........................................................1
3.       OPTION SHARES.........................................................2
4.       AUTHORITY TO GRANT OPTIONS............................................3
5.       ELIGIBILITY...........................................................3
6.       OPTION PRICE..........................................................3
7.       DURATION OF OPTIONS...................................................3
8.       AMOUNT EXERCISABLE....................................................3
9.       EXERCISE OF OPTIONS...................................................4
10.      TRANSFERABILITY OF OPTIONS............................................4
11.      TERMINATION OF EMPLOYMENT OR DEATH OF OPTIONEE........................5
         (a)      TEMPORARY LEAVE..............................................5
         (b)      DEATH OR DISABILITY..........................................5
         (c)      RETIREMENT...................................................6
12.      EMPLOYMENT RELATIONSHIP...............................................6
13.      GENERAL RESTRICTIONS..................................................6
         (a)      INVESTMENT REPRESENTATIONS...................................6
         (b)      COMPLIANCE WITH SECURITIES LAWS..............................6
14.      NO RIGHTS AS STOCKHOLDER..............................................7
15.      EMPLOYMENT OBLIGATION.................................................8
16.      CHANGES IN THE COMPANY'S CAPITAL STRUCTURE............................8
         (a)      RIGHTS OF THE COMPANY........................................8
         (b)      RECAPITALIZATION, STOCK SPLITS, AND DIVIDENDS................8
         (c)      MERGER OF COMPANY WITH NO CHANGE OF CONTROL..................9
         (d)      SALE OR MERGER OF COMPANY WHERE COMPANY DOES NOT SURVIVE.....9
         (e)      CHANGES TO COMMON STOCK SUBJECT TO OPTIONS..................10
17.      AMENDMENT OR TERMINATION OF THE PLAN.................................11
18.      WRITTEN AGREEMENT....................................................11
19.      EFFECTIVE DATE AND DURATION OF PLAN..................................11

                              AMENDED AND RESTATED

                               EXCELON CORPORATION

                       1997 NONQUALIFIED STOCK OPTION PLAN

1.       PURPOSE OF THE PLAN.
         This 1997  Nonqualified  Stock  Option  Plan (the  "Plan")  of  eXcelon
Corporation,  a Delaware  corporation  (the  "Company"),  is designed to provide
additional  incentive to present and future  officers and other employees of the
Company.  The Company intends that this purpose will be effected by the granting
of nonqualified stock options (collectively, the "Options", and individually, an
"Option")  under the Plan which  afford such  officers  and other  employees  an
opportunity  to acquire or increase  their  proprietary  interest in the Company
through the  acquisition  of shares of its Common Stock.  By  encouraging  stock
ownership by such officers and other employees, the Company seeks to attract and
retain on a continuing  basis the services of persons of exceptional  competence
and seeks to furnish an added  incentive  for them to increase  their efforts on
behalf of the  Company.  Except as otherwise  provided,  for all purposes of the
Plan the term  "subsidiary"  shall mean any  corporation of which 50% or more of
its  outstanding  voting  stock is at the time owned by the Company or by one or
more subsidiaries or by the Company and one or more subsidiaries.

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2.       ADMINISTRATION.
         The Plan shall be  administered  by the  President of the Company.  The
President shall have full and final authority to operate,  manage and administer
the Plan on behalf of the Company.  This authority includes,  but is not limited
to: (i) the power to grant Options  conditionally or  unconditionally;  (ii) the
power to  prescribe  the form or forms  of the  instruments  evidencing  Options
granted under the Plan; (iii) the power to interpret the Plan; (iv) the power to
provide regulations for the operation of the incentive features of the Plan, and
otherwise  to  prescribe   regulations   for   interpretation,   management  and
administration  of the Plan; (v) the power to delegate  responsibility  for Plan
operation,  management and  administration  on such terms,  consistent  with the
Plan,  as the  President  may  establish;  (vi) the power to  delegate  to other
persons the responsibility for performing ministerial acts in furtherance of the
Plan's  purpose;  and (vii)  the power to engage  the  services  of  persons  or
organizations in furtherance of the Plan's purpose, including but not limited to
banks, insurance companies, brokerage firms and consultants.

         In addition, as to each Option, the President shall have full and final
authority in his  discretion to determine:  (i) the number of shares  subject to
each Option; (ii) the time or times at which Options will be granted;  (iii) the
option price for the shares  subject to each Option;  and (iv) the time or times
when each Option shall become  exercisable,  the conditions under which exercise
may be accelerated and the duration of the exercise period.  The President shall
not be liable for any action or determination made in good faith with respect to
the Plan or any Option granted hereunder.

3.       OPTION SHARES.
         The stock subject to the Options and other provisions of the Plan shall
be shares of the Company's  Common Stock,  $.001 par value (the "Common Stock").
The total  amount of the Common  Stock  with  respect  to which  Options  may be
granted shall not exceed in the aggregate 5,500,000 shares;  provided,  however,
that the class and  aggregate  number of shares  which may be subject to Options
granted  hereunder  shall  be  subject  to  adjustment  in  accordance  with the
provisions  of  Paragraph  16  hereof;  and,  provided  further,   that  (i)  no
participant  may be awarded Options to purchase more than 50,000 shares pursuant
to grants under the Plan in any twelve (12) month period without the approval of
the  Compensation  Committee of the Board of Directors (the  "Committee");  (ii)
individual  Option  grants may not exceed  5,000  shares per grant  without  the
approval of the  Committee;  (iii) no  participant  who is an  "officer"  of the
Company within the meaning of Section 16 of the Securities Exchange Act of 1934,
as amended, may be awarded an Option without the approval of the Committee; (iv)
no  participant  may be awarded  more than two Option  grants in any twelve (12)
month period without the approval of the Committee; and (v) the aggregate number
of shares  subject  to grants  under the Plan may not  exceed  1,000,000  in any
twelve (12) month period.  Shares  subject to Options  granted  hereunder may be
treasury shares or authorized but unissued shares.

         In the event that any outstanding Option for any reason shall expire or
terminate  prior to  exercise,  the  shares of  Common  Stock  allocable  to the
unexercised  portion of such Option may again be subject to an Option  under the
Plan.

4.       AUTHORITY TO GRANT OPTIONS.
         The  President  may grant  Options  from time to time to such  eligible
officers and other  employees of the Company as he shall  determine.  Subject to
any applicable  limitations  set forth in the Plan or  established  from time to
time by the President, the number of shares of Common Stock to be covered by any
Option shall be as determined by the President.

5.       ELIGIBILITY.
         Options may be granted to officers  and other  employees of the Company
or its  subsidiaries;  provided,  however,  that no such participant may, in any
twelve  (12) month  period,  be awarded  Options to  purchase  more than  50,000
shares, except as otherwise set forth in Section 3 above.

6.       OPTION PRICE.
         The price at which shares may be purchased pursuant to Options shall be
specified by the President at the time the Option is granted.

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<PAGE>

7.       DURATION OF OPTIONS.
         The  President  in his  discretion  may provide that an Option shall be
exercisable  during any  specified  period of time from the date such  Option is
granted.

8.       AMOUNT EXERCISABLE.
         Each Option may be exercised,  so long as it is valid and  outstanding,
from time to time in part or as a whole, subject to any limitations with respect
to the number of shares for which the Option may be  exercised  at a  particular
time and to such other conditions as the President in his discretion may specify
upon granting the Option.

9.       EXERCISE OF OPTIONS.
         Subject to the  provisions  of  Paragraph 13 hereof,  Options  shall be
exercised by the  delivery of written  notice to the Company  setting  forth the
number of shares with respect to which the Option is to be  exercised,  together
with (a) cash,  certified  check,  bank draft or postal or express  money  order
payable to the order of the Company for an amount  equal to the option  price of
such shares, or, (b) with the consent of the Company,  shares of Common Stock of
the Company having a fair market value equal to the option price of such shares,
or, (c) with the  consent of the  Company,  a  combination  of (a) and (b),  and
specifying  the  address  to which the  certificates  for such  shares are to be
mailed. For the purpose of the preceding sentence,  the fair market value of the
shares of Common Stock so delivered  to the Company  shall be the closing  price
per share as reported on the date of exercise  by the  National  Association  of
Securities Dealers Automated  Quotation System,  Inc. As promptly as practicable
after  receipt of such  written  notification  and  payment,  the Company  shall
deliver to the  optionee  certificates  for the number of shares with respect to
which  such  Option  has  been so  exercised,  issued  in the  optionee's  name;
provided,  however, that such delivery shall be deemed effected for all purposes
when  a  stock   transfer  agent  of  the  Company  shall  have  deposited  such
certificates  in the United  States  mail,  addressed  to the  optionee,  at the
address specified pursuant to this Paragraph 9.

10.      TRANSFERABILITY OF OPTIONS.
         Options shall not be  transferable  by the optionee  otherwise  than by
will or under the laws of descent and  distribution,  and shall be  exercisable,
during his lifetime, only by him.

11.      TERMINATION OF EMPLOYMENT OR DEATH OF OPTIONEE.
         Except  as may be  otherwise  expressly  provided  herein  or as may be
otherwise  expressly  provided in the terms and conditions of the Option granted
to an optionee, Options may not be exercised after the earlier of:
                  (i)     the date of expiration thereof; or
                  (ii) the date of termination of the optionee's employment with
the Company if the termination is by the Company for cause (as determined by the
Company), or if voluntarily by the optionee; or
                  (iii)  thirty (30) days after  termination  of the  optionee's
employment with the Company by it without cause.

         (a) TEMPORARY LEAVE.  Whether authorized temporary leave of absence, or
absence on military or government service,  shall constitute  termination of the
employment relationship between the Company and the optionee shall be determined
by the President at the time thereof.

         (b) DEATH OR DISABILITY.  In the event the optionee's  employment  with
the Company is terminated while the optionee is an employee in good standing for
reasons of permanent  disability under the then established rules of the Company
or due to the death of the  optionee and before the date of  expiration  of such
Option,  such  Option  may be  exercised  until  the  earlier  of  such  date of
expiration or one (1) year following the date of such  termination for reason of
permanent  disability or death.  Should such termination for reason of permanent
disability or death occur after the first  anniversary  of the date on which the
optionee was first  employed by the Company,  the Option may be exercised for up
to the greater of (i) 50% of all Option  shares (and such shares shall be deemed
vested)  or (ii) the  number  of shares  that had  vested as of the date of such
death or  termination  due to disability.  After the death of the optionee,  his
executors,  administrators  or any  person or  persons to whom his Option may be
transferred by will or by the laws of descent and  distribution,  shall have the
right to exercise the Option.

         (c)  RETIREMENT.  If, before the date of expiration of the Option,  the
optionee as an employee shall be retired in good standing from the employ of the
Company for reasons of age under the then established rules of the Company,  the
Option may be exercised  until the earlier of such date of  expiration or thirty
(30) days after the date of such retirement, to the extent to which the optionee
was entitled to exercise such Option immediately prior to such retirement.

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<PAGE>

12.      EMPLOYMENT RELATIONSHIP.
         An employment  relationship  between the Company and the optionee shall
be deemed to exist  during any period in which the  optionee  is employed by the
Company or a subsidiary of the Company.

13.      GENERAL RESTRICTIONS.

         (a) INVESTMENT REPRESENTATIONS.  The Company may require any individual
to whom an Option is granted,  as a condition of exercising such Option, to give
written  assurances  in substance  and form  satisfactory  to the Company to the
effect that such  individual is acquiring  the shares  subject to the Option for
his or her own  account  for  investment  and not with a view to the  resale  or
distribution  thereof,  and to such other effects as the Company deems necessary
or  advisable  in order to comply  with the  Securities  Act of 1933,  as now in
effect or hereafter amended (the "Act") and applicable state securities laws.

         (b) COMPLIANCE WITH SECURITIES  LAWS. The Company shall not be required
to sell or issue any shares  under any  Option if the  issuance  of such  shares
shall  constitute a violation by the optionee or by the Company of any provision
of any law, regulation or order of any governmental authority.  Without limiting
the generality of the foregoing,  upon exercise of any Option, the Company shall
not be required to issue such shares  unless the Company has  received  evidence
satisfactory  to it to the  effect  that  the  holder  of such  Option  will not
transfer such shares except pursuant to a registration statement in effect under
the Act,  and under the  applicable  securities  laws of any  State,  unless the
Company has  received an opinion of counsel  satisfactory  to the Company to the
effect  that  such  registration  is not  required.  Any  determination  in this
connection by the Company shall be final,  binding and conclusive.  In the event
the shares  issuable on exercise of an Option are not registered  under the Act,
the Company may imprint the  following  legend or any other legend which counsel
for the Company considers necessary or advisable to comply with the Act or other
applicable laws:

                  "The shares of stock  represented by this certificate have not
                  been registered  under the Securities Act of 1933 or under the
                  securities   laws  of  any  State  and  may  not  be  sold  or
                  transferred  except upon such  registration or upon receipt by
                  the  Corporation of an opinion of counsel  satisfactory to the
                  Corporation,   in  form  and  substance  satisfactory  to  the
                  Corporation,  that  registration is not required for such sale
                  or transfer."

         The Company may, but shall in no event be  obligated  to,  register any
securities  covered hereby  pursuant to the Act; and in the event any shares are
so  registered  the Company may remove any legend on  certificates  representing
such shares.  The Company  shall not be obligated to take any other  affirmative
action in order to cause the  exercise  of an Option or the  issuance  of shares
pursuant  thereto  to comply  with any  other  law,  regulation  or order of any
governmental authority.

14.      NO RIGHTS AS STOCKHOLDER
         No optionee  shall have rights as a stockholder  with respect to shares
covered by his Option until the date of issuance of a stock certificate for such
shares;  and, except as otherwise provided in Paragraph 16 hereof, no adjustment
for dividends, or otherwise,  shall be made if the record date therefor is prior
to the date of issuance of such certificate.

15.      EMPLOYMENT OBLIGATION.
         The  granting  of any Option  shall not  impose  upon the  Company  any
obligation  to employ or continue to employ any  optionee;  and the right of the
Company to terminate the  employment of any officer or other  employee shall not
be  diminished or affected by reason of the fact that an Option has been granted
to him.

16.      CHANGES IN THE COMPANY'S CAPITAL STRUCTURE.

         (a)      RIGHTS OF THE COMPANY.
         The  existence of  outstanding  Options shall not affect in any way the
right or power of the Company or its  stockholders  to make or authorize  any or
all  adjustments,  recapitalizations,  reorganizations  or other  changes in the

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Company's capital  structure or its business,  or any merger or consolidation of
the Company,  or any issue of bonds,  debentures,  preferred or prior preference
stock  ahead of or  affecting  the Common  Stock or the rights  thereof,  or the
dissolution or liquidation of the Company, or any sale or transfer of all or any
part of its  assets or  business,  or any  other  corporate  act or  proceeding,
whether of a similar character or otherwise.

         (b)      RECAPITALIZATION, STOCK SPLITS, AND DIVIDENDS.
         If the Company shall effect a subdivision or consolidation of shares or
other capital  readjustment,  the payment of a stock dividend, or other increase
or reduction of the number of shares of the Common  Stock  outstanding,  without
receiving  compensation  therefor in money,  services or property,  then (i) the
number,  class,  and per share price of shares of stock  subject to  outstanding
Options hereunder shall be appropriately adjusted in such a manner as to entitle
an optionee to receive upon exercise of an Option,  for the same  aggregate cash
consideration,  the same  total  number  and class of  shares  as he would  have
received as a result of the event  requiring the adjustment had he exercised his
Option in full immediately prior to such event; and (ii) the number and class of
shares  with  respect to which  Options  may be granted  under the Plan shall be
adjusted by  substituting  for the total  number of shares of Common  Stock then
reserved  that number and class of shares of stock that would have been received
by the owner of an equal  number of  outstanding  shares of Common  Stock as the
result of the event requiring the adjustment.

         (c)      MERGER OF COMPANY WITH NO CHANGE OF CONTROL.
         After a merger of one or more corporations into the Company, or after a
consolidation  of the  Company  with one or more  corporations  in which (i) the
Company  shall be the surviving  corporation  and (ii) the  stockholders  of the
Company prior to such merger of consolidation  hold at least fifty percent (50%)
of the voting  shares of the Company  after such merger or  consolidation,  each
holder of an outstanding  Option shall, at no additional  cost, be entitled upon
exercise  of  such  Option  to  receive  (subject  to  any  required  action  by
stockholders) in lieu of the number of shares as to which such Option shall then
be so exercisable,  the number and class of shares of stock or other  securities
to which such  holder  would  have been  entitled  pursuant  to the terms of the
agreement of merger or  consolidation  if,  immediately  prior to such merger or
consolidation,  such  holder had been the holder of record of a number of shares
of Common  Stock equal to the number of shares as to which such Option  shall be
so exercised.

          (d)     SALE OR MERGER OF COMPANY WHERE COMPANY DOES NOT SURVIVE.
         If the Company is merged into or consolidated with another  corporation
under  circumstances where the Company is not the surviving  corporation,  or if
there  is  a  merger  or  consolidation  where  the  Company  is  the  surviving
corporation  and  the  stockholders  of the  Company  prior  to such  merger  or
consolidation  do not hold at least fifty  percent (50%) of the voting shares of
the Company  after such  merger or  consolidation  occurs,  or if the Company is
liquidated,  or sells or otherwise  disposes of substantially  all its assets to
another corporation while unexercised Options remain outstanding under the Plan,
(i) subject to the provisions of clause (iii) below, after the effective date of
such  merger,  consolidation  or sale,  as the case may be,  each  holder  of an
outstanding Option shall be entitled,  upon exercise of such Option, to receive,
in lieu of shares of Common  Stock,  shares of such  stock or other  securities,
cash or property as the holders of shares of Common Stock  received  pursuant to
the  terms  of the  merger,  consolidation  or  sale;  (ii)  the  President  may
accelerate the time for exercise of all unexercised and unexpired Options to and
after  a date  prior  to the  effective  date  of  such  merger,  consolidation,
liquidation or sale, as the case may be; or (iii) all outstanding Options may be
canceled  by the  President  as of  the  effective  date  of  any  such  merger,
consolidation,   liquidation   or  sale,   provided  that  (x)  notice  of  such
cancellation  shall be given to each  holder of an Option and (y) each holder of
an Option  shall have the right to  exercise  such Option to the extent that the
same is then  exercisable or, if the President  shall have  accelerated the time
for exercise of all unexercised and unexpired Options, in full during the thirty
(30) day period  preceding  the  effective  date of such merger,  consolidation,
liquidation, sale or acquisition.

          (e)     CHANGES TO COMMON STOCK SUBJECT TO OPTIONS.
         Except as herein before expressly provided, the issue by the Company of
shares of stock of any class, or securities  convertible into shares of stock of
any class,  for cash or  property,  or for labor or services  either upon direct
sale or upon the exercise of rights or warrants to subscribe  therefor,  or upon
conversion of shares or obligations of the Company  convertible into such shares
or obligations of the Company  convertible into such shares or other securities,
shall not affect, and no adjustment by reason thereof shall be made with respect
to, the number or price of shares of Common  Stock then  subject to  outstanding
Options.

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17.      AMENDMENT OR TERMINATION OF THE PLAN.
         The President  may  terminate  the Plan at any time,  and may amend the
Plan at any time and from time to time,  subject to the limitation that,  except
as provided in  Paragraph  16 hereof,  rights and  obligations  under any Option
granted  before  termination  or  amendment  of the Plan shall not be altered or
impaired  by such  termination  or  amendment  except  with the  consent  of the
optionee.

18.      WRITTEN AGREEMENT.
         Each Option  granted  hereunder  shall be embodied in a written  option
agreement  which shall be subject to the terms and conditions  prescribed  above
and shall be signed by the President, any Vice President or the Treasurer of the
Company for and in the name and on behalf of the Company.  Such option agreement
shall contain such other  provisions as the  President in his  discretion  shall
deem available.

19.      EFFECTIVE DATE AND DURATION OF PLAN.
         The  effective  date of the Plan is  April  22,  1997,  the date of its
adoption by the Board of Directors  of the  Company.  Options may not be granted
under the Plan more than ten (10) years  after  said  effective  date.  The Plan
shall  terminate  (i) when the total  amount of the Common Stock with respect to
which Options may be granted shall have been issued upon the exercise of Options
or (ii) by action of the  President  pursuant to Paragraph 17 hereof,  whichever
shall first occur.


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