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                                                                   EXHIBIT 10.12

                            CYCOMM INTERNATIONAL INC.
                             1997 STOCK OPTION PLAN
                           AS PROPOSED TO BE EFFECTIVE
                            UPON STOCKHOLDER APPROVAL

1. PURPOSE OF THE PLAN. The purpose of this Plan is to promote the best
interests of the Company and its stockholders by enabling the Company to attract
and retain highly qualified personnel through rewarding valued employees with
the opportunity, pursuant to Options granted under the Plan, to acquire a
proprietary interest in the Company and thereby encourage them to put forth
their maximum efforts for the continued success and growth of the Company.

2. DEFINITIONS. In addition to such other capitalized terms as are defined
elsewhere in this Plan, the following terms shall, when used in this Plan, have
the respective meanings set forth below:

         (a)      "Act" means the Securities Exchange Act of 1934, as amended
                  from time to time.

         (b)      "Authorized Shares" means the maximum aggregate number of
                  shares of Common Stock specified in Section 3(a) as being
                  authorized for issuance and sale under Options granted
                  pursuant to the Plan, subject to adjustment thereof in
                  accordance with Section 12 of the Plan.

         (c)      "Board" means the Board of Directors of the Company.

         (d)      "Code" means the Internal Revenue Code of 1986, as amended
                  from time to time.

         (e)      "Commission" means the United States Securities and Exchange
                  Commission.

         (f)      "Committee" means the Committee appointed by the Board in
                  accordance with Paragraph (a) of Section 4 of the Plan, if a
                  Committee is appointed. If, with respect to any individual
                  grant of Options under this Plan, any member or members of the
                  Committee would cause such Committee not to satisfy the
                  disinterested administration requirement of Rule 16b-3, as
                  then applicable to the Company under the Act, or the "outside
                  director" administration requirement of Code Section
                  162(m)(4)(C) and the regulation thereunder, then in such event
                  the Committee shall be comprised of the Committee without such
                  member or members. If no Committee has been appointed, any
                  reference to the "Committee" shall be deemed a reference to
                  the "Board".

         (g)      "Common Stock" means the Common Stock, without par value, of
                  the Company.

         (h)      "Company" means Cycomm International Inc., a Wyoming
                  corporation.

         (i)      "Continuous Employment" means with respect to any Employee,
                  the continued employment of such Employee by the Company or
                  any Subsidiary without interruption or termination after the
                  grant of an Option to such Employee. Continuous Employment
                  shall not be considered interrupted in the case of sick leave,
                  military leave or any other leave of absence approved by the
                  Board (provided that such leave is for a period of not more
                  than ninety (90) days or re-employment upon the expiration of
                  such leave is mandated by contract or statute) or in the case
                  of transfers between locations of the Company or between the
                  Company, any Subsidiary or any of their respective successors.

         (j)      "Employee" means any person, including officers and directors
                  who are also officers, employed by the Company or any
                  Subsidiary. The payment of director's fees by the Company
                  shall not be sufficient to constitute a person as an
                  "Employee" of the Company.


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         (k)      "Option" means a right granted to an Employee or a
                  non-Employee Director pursuant to the Plan to purchase a
                  specified number of shares of Common Stock at a specified
                  price during a specified period and on such other terms and
                  conditions as may be specified pursuant to the Plan. Options
                  may be granted as Tax Qualified Options or as Options which do
                  not qualify as Tax Qualified Options.

         (l)      "Option Agreement" means the written agreement evidencing an
                  Option by and between the Company and the Optionee as required
                  by Section 14.

         (m)      "Optioned Stock" means the Common Stock subject to an Option.

         (n)      "Optionee" means an Employee or non-Employee Director who
                  receives an Option.

         (o)      "Plan" means this 1997 Stock Option Plan, as amended from time
                  to time.

         (p)      "Repricing Transaction" means any grant(s) of Option(s)
                  reasonably related to any prior or potential Option(s),
                  whether by an exchange of existing Options or Options with new
                  terms or the grant of new Options in tandem with previously
                  granted Options that will operate to cancel the previously
                  granted Options upon exercise, which adjusts or amends the
                  exercise price of a previously granted Option, or repricing of
                  previously granted Options or any other grant which would be
                  required to be reported as repricing under Item 402(i) of
                  Regulation S-K as then in effect under the Act, but excluding
                  any repricing occurring through the operation of the
                  antidilution provisions of Section 12 of the Plan.

         (q)      "Rule 16b-3" means Rule 16b-3 promulgated by the Commission
                  under the Act or any similar successor regulation exempting
                  certain transactions involving stock-based compensation
                  arrangements from the liability provisions of Section 16 of
                  the Act, as adopted and amended from time to time and as
                  interpreted by formal or informal opinions of, and releases
                  published or other interpretive advice provided by, the Staff
                  of the Commission.

         (r)      "Section 16 Person" means an Employee who is subject to
                  Section 16 of the Act, as interpreted by the rules and
                  regulations promulgated by the Commission thereunder, as
                  adopted and amended from time to time, and by formal or
                  informal opinions of, and releases published or other
                  interpretive advice provided by, the Staff of the Commission.

         (s)      "Securities Law Requirements" means the Act and the rules and
                  regulations promulgated by the Commission thereunder, as
                  adopted and amended from time to time, including but not
                  limited to Rule 16b-3, and as interpreted by formal or
                  informal opinions of, and releases published or other
                  interpretive advice provided by, the Staff of the Commission,
                  and the requirements of any stock exchange, automated
                  interdealer quotation system or other recognized securities
                  market on which the Common Stock is listed or traded or in
                  which the Common Stock is included, as adopted and amended
                  from time to time and as interpreted by formal or informal
                  opinions of, and other interpretive advice, provided by the
                  representatives of such stock exchange, quotation system or
                  other securities market.

         (t)      "Shares" means the Common Stock as adjusted in accordance with
                  Section 12 of the Plan.

         (u)      "Subsidiary" means a corporation of which not less than fifty
                  percent (50%) of the voting shares are owned by the Company or
                  a Subsidiary, whether or not such corporation now exists or is
                  hereafter organized or acquired by the Company or a
                  Subsidiary.

         (v)      "Successor" means the estate of an Optionee or a person who
                  succeeds by will or the laws of descent and distribution to an
                  Optionee's right to exercise an Option.

         (w)      "Tax Qualified Option" means an Option which is intended at
                  the time of grant to qualify for special tax treatment under
                  Section 422A or other particular provisions of the Code and
                  the regulations, rulings and procedures promulgated, published
                  or otherwise provided thereunder, as adopted and amended from
                  time to time.


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3. STOCK SUBJECT TO THE PLAN.

         (a)      Number of Shares Issuable. Subject to adjustment in accordance
                  with the provisions of Section 12 of the Plan, the maximum
                  aggregate number of Authorized Shares which may be issued and
                  sold under Options granted pursuant to the Plan is equal to
                  the following:

                  (i)      1997 Authorized Shares. 1,000,000 Shares of Common
                           Stock (the "1997 Authorized Shares").

         The Shares issued and sold upon the exercise of Options may be treasury
         Shares, Shares of original issue or a combination thereof.

         (b)      Computation of Shares Available for Grant. For purposes of
                  computing the number of Authorized Shares available from time
                  to time under the Plan for the grant of Options, the number of
                  Shares subject to each Option granted pursuant to the Plan
                  shall be provisionally counted against the Authorized Shares
                  from and after the grant of such Option but only for so long
                  as and to the extent that such Option shall remain outstanding
                  and unexercised. Upon the exercise, in whole or in part, of an
                  Option, the number of Shares issued upon such exercise shall
                  be permanently deducted from the Authorized Shares, provided
                  that no such permanent deduction shall be made, and the
                  provisional deduction against the Authorized Shares shall be
                  reversed, to the extent that the exercise price and/or the
                  withholding taxes with respect to such exercise are paid
                  through the delivery to the Company by the person exercising
                  the Option of Shares already owned by such person and/or
                  through the withholding by the Company of Shares from the
                  total number of Shares with respect to which the Option is
                  exercised. The provisional deduction against the Authorized
                  Shares shall likewise be reversed to the extent of the
                  unexercised portion of an Option upon the expiration, lapse,
                  cancellation, surrender, forfeiture or other termination of
                  such Option. The Shares covered by any such reversal of a
                  provisional deduction against the Authorized Shares shall
                  immediately become available for the granting of new Options
                  under the Plan with respect thereto; provided, however, that
                  any Shares covered by any such reversal which were 1997
                  Authorized Shares shall be subject to the restrictions set
                  forth in Section 4(c) of the Plan.


4. ADMINISTRATION OF THE PLAN.

         (a)      Procedure. The Plan shall be administered by the Board or the
                  Board may, in its discretion, appoint a Committee to
                  administer the Plan subject to such terms and conditions as
                  the Board may prescribe; provided that the terms upon which,
                  including the time or times at or within which, and the price
                  or prices at which Shares may be purchased upon the exercise
                  of Options shall be approved or ratified by such action of the
                  Board or a committee duly designated by the Board from its
                  members as may be required by the law of the state of
                  incorporation of the Company, as amended from time to time.

                  Once appointed, the Committee shall continue to serve until
                  otherwise directed by the Board. From time to time, the Board
                  may increase the size of the Committee and may appoint
                  additional members thereof, remove members (with or without
                  cause), fill vacancies however caused and remove all members
                  of the Committee and thereafter directly administer the Plan.

         (b)      Powers of the Committee. Subject to the provisions of this
                  Plan, the Committee shall have the authority, in its sole
                  discretion:

                  (i)      To determine, upon review of relevant information in
                           accordance with Section 7(b) of the Plan, the "Fair
                           Market Value" (as defined in said Section 7(b)) of
                           the Shares;

                  (ii)     To determine the Employees to whom, and the time or
                           times at which, Options shall be granted and the
                           number of Shares subject to purchase upon exercise of
                           each Option (except as


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                           to such restrictions thereon as may be imposed by
                           applicable tax laws which will have to be observed if
                           the Committee intends that a particular Option
                           qualify as a Tax Qualified Option, there is no limit
                           on the time following the adoption or approval of
                           this Plan within which Options may be granted under
                           the Plan so long as it remains in effect, or on the
                           number of Options which may be granted to any one
                           Employee or on the aggregate number of Shares subject
                           to purchase thereunder);

                  (iii)    To determine the terms and provisions of each Option
                           (which terms and provisions need not be identical),
                           including, but not limited to, the following;

                           (A)      The exercise price per Share, subject to the
                                    provisions of Section 7 of the Plan; and

                           (B)      Whether Options shall become exercisable
                                    over a period of time and when they shall be
                                    fully exercisable;

                  (iv)     To accelerate the time as of which any Option may be
                           exercised;

                  (v)      To amend any outstanding Option, subject to the
                           provisions of Section 19 of the Plan;

                  (vi)     To authorize any person to prepare and execute on
                           behalf of the Company any instrument deemed by the
                           Committee to be necessary or advisable to evidence or
                           effectuate the Plan, any Option granted thereunder or
                           any amendment to the Plan or any Option;

                  (vii)    To interpret the Plan;

                  (viii)   To prescribe, amend and rescind, if deemed necessary
                           or appropriate, rules and regulations relating to the
                           Plan, to the extent not inconsistent with the Plan;
                           and

                  (ix)     To make all other determinations the Committee may
                           deem necessary or advisable in connection with the
                           administration of the Plan.

         (c)      Certain Limitations Applicable to Options Granted With Respect
                  to 1997 Authorized Shares. Notwithstanding any other provision
                  of the Plan, neither the Committee nor the Board shall, with
                  respect to any Option granted under the Plan with respect to
                  any 1997 Authorized Shares, provide for an "Option Term" (as
                  defined in Section 6 of the Plan) of greater than ten (10)
                  years from the date of grant thereof or approve any Repricing
                  Transaction.

         (d)      Effect of Board and Committee Decisions. All decisions,
                  determinations and actions of the Board and the Committee in
                  connection with the construction, interpretation,
                  administration, application, operation and implementation of
                  the Plan shall be final, conclusive and binding on the
                  Company, its stockholders and Subsidiaries, all Employees and
                  Optionees and the respective legal representatives, heirs,
                  successors and assigns of all of the foregoing and all other
                  persons claiming under or through any of them.

         (e)      Exculpation and Indemnification. No member of the Board or the
                  Committee, and no Employee or other agent acting on behalf of
                  the Board or the Committee, shall be personally liable for any
                  decision, determination or action made or taken, or failed to
                  be made or taken, with respect to this Plan or any Option
                  granted hereunder, and the Company shall fully protect each
                  such person in respect of any such decision, determination or
                  action and shall indemnify each such person against any and
                  all claims, losses, damages, expenses and liabilities arising
                  from or in connection with any such decision, determination or
                  action.

5. ELIGIBILITY. Options may be granted only to Employees who, in the sole
judgment of the Committee, have contributed or will contribute to the success
and growth of the Company. An Employee to whom the Company


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has previously granted a stock option pursuant to this Plan or otherwise may, if
he is otherwise eligible, be granted additional Options.

The existence of this Plan shall not create in any Employee any right to be
granted an Option hereunder, and neither the existence of this Plan nor the
granting of any Options to any Employee hereunder shall confer upon such
Employee any right with respect to continuation of the employment of such
Employee by the Company or any Subsidiary or shall in any way interfere with or
limit the right which such Employee, the Company or any Subsidiary may otherwise
have to terminate such employment at any time with or without cause. Upon the
termination of any Employee's employment with the Company or any Subsidiary,
neither the Company nor any Subsidiary shall have any liability or obligation to
such Employee under this Plan or any Options granted to such Employee hereunder
except to issue the appropriate number of Shares to such Employee upon the
exercise of any Option granted to such Employee under this Plan prior to such
termination of employment, provided that such exercise is duly and timely made
in accordance with the provisions of this Plan and such Option.

6. TERM OF OPTIONS. Except as may otherwise be specified by the Committee in its
sole discretion at the time of grant thereof and reflected in the Option
Agreement evidencing such Option, the term at the end of which each Option shall
expire (the "Option Term") shall be ten (10) years from the date of grant
thereof, provided that the Committee, if it intends that a particular Option
qualify as a Tax Qualified Option, will have to observe such restrictions on the
term of such Option as may be imposed by the applicable tax laws in order for
such Option so to qualify. Each Option shall continue in effect in accordance
with its terms notwithstanding that the Plan may be terminated prior to the
expiration of the term of such Option.

7. EXERCISE PRICE.

         (a)      Minimum Price Required. The per Share exercise price for the
                  Shares subject to an Option shall be such price as is
                  determined by the Committee at the time of grant of an Option
                  and reflected in the Option Agreement evidencing the same;
                  provided that in no event shall such exercise price per Share
                  be less than the Fair Market Value per Share as of the day
                  prior to the date of grant of such Option.

         (b)      Definition of "Fair Market Value". For all purposes under the
                  Plan, "Fair Market Value" per Share shall be determined by the
                  Committee in its sole discretion; provided that if the Shares
                  are listed on the American Stock Exchange or other stock
                  exchange or quoted on NASDAQ on the date as of which the same
                  is to be determined, the Fair Market Value per Share shall be
                  the closing price on such quotation system or exchange which
                  is the principal trading market for the Shares on the date of
                  determination or, if no sale price was reported for the Shares
                  on the date of determination, the closing price on such
                  principal trading market for the last trading day prior to the
                  date of determination for which a sale price was reported;
                  provided further, however, that if the foregoing method of
                  determining Fair Market Value is inconsistent with the then
                  existing tax law requirements with respect to any Option which
                  the Committee intends to qualify as a Tax Qualified Option,
                  then the Fair Market Value per Share shall be determined by
                  the Committee in such manner as is required for such Tax
                  Qualified Option to qualify as such.

8. WITHHOLDING TAXES. Before a stock certificate evidencing the Shares being
acquired through exercise of an Option will be issued to the Optionee, the
Optionee must pay, or make arrangements acceptable to the Company for the
payment of, any and all federal, state and local withholding taxes, whether
domestic or foreign, required to be withheld in connection with the exercise of
an Option.

9. FORM OF PAYMENT.

         (a)      Acceptable Forms of Consideration. Except as may otherwise be
                  specified by the Committee in its sole discretion at the time
                  of grant thereof and reflected in the Option Agreement
                  evidencing such Option, the following forms of consideration
                  will be accepted in payment of the exercise price for the
                  Shares to be issued upon exercise of an Option and of the
                  taxes required to be withheld in connection with such
                  exercise: (i) cash, (ii) personal check, (iii) bank cashier's
                  check, (iv) already owned Shares (duly endorsed for transfer
                  with signature guaranteed), or (v) any combination of the
                  foregoing. Except as


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                  may otherwise be specified by the Committee in its sole
                  discretion at the time of grant thereof and reflected in the
                  Option Agreement evidencing such Option, Shares withheld from
                  the Shares to be issued upon exercise of the Option, either
                  alone or in any combination with any of the other acceptable
                  forms of consideration recited in this Paragraph (a), will
                  also be an accepted form of consideration for payment of the
                  taxes required to be withheld in connection with the exercise
                  of an Option. In addition to the acceptable forms of
                  consideration hereinabove recited in this Paragraph (a), the
                  Committee may determine in its sole discretion at the time of
                  grant of an Option, and if the Committee so determines, shall
                  provide in the Option Agreement evidencing such Option, that
                  one or both of the following additional forms of consideration
                  will be accepted, either alone or in any combination with any
                  of the other acceptable forms of consideration recited in this
                  Paragraph (a), in payment of the items specified: (vi) in
                  payment of the exercise price for the Shares to be issued upon
                  exercise of the Option, Shares withheld from the Shares to be
                  issued upon such exercise, and/or (vii) in payment of the
                  exercise price for the Shares to be issued upon exercise of an
                  Option and the taxes required to be withheld in connection
                  with such exercise, a commitment for the delivery to the
                  Company of proceeds from the sale, pursuant to a brokerage or
                  similar arrangement approved in advance by the Committee in
                  its sole discretion, of Shares to be issued upon exercise of
                  the Option. The forms of consideration which will be accepted
                  in payment of the exercise price for an Option and related
                  withholding taxes shall be specified in the Option Agreement
                  evidencing such Option, the person or persons entitled to
                  exercise the Option shall be entitled to elect from those so
                  specified the form(s) to be used in effecting payment with
                  respect to a particular exercise; provided that any election
                  by a Section 16 Person to use already owned Shares or have
                  Shares withheld from those issuable upon such exercise shall
                  be effective only if made in accordance with the applicable
                  requirements of Rule 16b-3; and provided further that a
                  commitment for the delivery to the Company of proceeds from
                  the sale, pursuant to a brokerage or similar arrangement, of
                  Shares to be issued upon exercise of an Option will not be
                  accepted from a Section 16 Person if under Securities Law
                  Requirements such a sale would be matched with such exercise
                  to result in "short swing" profit liability under Section
                  16(b) of the Act on the part of such Section 16 Person with
                  respect to such transaction.

         (b)      Withholding Tax Loans. In addition to any one or more of the
                  acceptable forms of consideration recited in Paragraph (a) of
                  this Section 9, the Committee may determine in its discretion
                  at the time of grant of an Option, and if the Committee so
                  determines shall specifically provide for in the Option
                  Agreement evidencing such Option, that such Optionee (but not
                  any Successor) may borrow from the Company an amount
                  sufficient to pay the taxes required to be withheld in
                  connection with the exercise of such an Option, with each such
                  borrowing to be evidenced by a promissory note of the Optionee
                  payable to the order of the Company. Except as may otherwise
                  be specified by the Committee in its sole discretion at the
                  time of grant thereof and reflected in the Option Agreement
                  evidencing an Option, each such loan shall be for a term of
                  five (5) years at a rate of interest equal to the Company's
                  then primary domestic commercial lender's prime or base rate
                  as in effect from time to time, with payments of interest on
                  such loan due quarterly and payments toward the principal of
                  such loan due, to the extent of the net proceeds therefrom,
                  within fifteen (15) days after any disposition by the Optionee
                  of any Shares acquired upon exercise of any stock option
                  granted by the Company to the Optionee pursuant to this Plan
                  or otherwise (excluding any disposition of such Shares by gift
                  or to the Company in payment of the exercise price of a stock
                  option granted by the Company to the Optionee pursuant to this
                  Plan or otherwise and/or any related withholding taxes),
                  provided that the entire unpaid principal balance shall be due
                  at the earlier of (i) the expiration of the five (5) year
                  term, or (ii) the termination of the Optionee's Continuous
                  Employment (other than by reason of Optionee's "disability"
                  (as defined in Section 10(d)) or "retirement" (as defined in
                  Section 10(e)).

         (c)      Company Withholding of Taxes. If, upon being notified by the
                  Company of the amount of the taxes required to be withheld in
                  connection with an exercise of an Option, the Optionee fails
                  promptly to pay, or to make arrangements acceptable to the
                  Company for the payment of such taxes, the Company shall have
                  the right to elect (but shall be under no obligation) to cover
                  such taxes through: (i) withholding Shares from those issuable
                  upon such exercise, provided that any such election so to
                  withhold Shares with respect to the exercise of an Option by a
                  Section 16 Person shall be effective only if made in
                  accordance with the applicable requirements of Rule 16b-3;
                  and/or (ii) deducting such taxes from any


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                  amounts payable in cash to the Optionee by the Company for any
                  reason as of the time of such exercise or any time thereafter.

         (d)      Valuation of Shares Delivered or Withheld. Where already owned
                  Shares, or Shares withheld from those issuable upon such
                  exercise, are used in payment of the exercise price and/or
                  related withholding taxes, such Shares shall be valued; (i)
                  for purposes of payment of the exercise price, at Fair Market
                  Value as of the day immediately preceding the date of exercise
                  and (ii) with respect to the payment of withholding taxes, at
                  Fair Market Value as of the day immediately preceding the date
                  tax withholding is required to be made.

         (e)      Optionee Certification of Already Owned Shares. Already owned
                  Shares which were acquired through a previous exercise of a
                  stock option granted to an Optionee by the Company pursuant to
                  this Plan or otherwise may be used in payment of the exercise
                  price of an Option and/or related withholding taxes only if
                  the previous exercise through which such Shares were acquired
                  was made as of a date not less than six (6) months prior to
                  the date of the exercise of the Option in connection with
                  which such Shares are being tendered as payment. A tender of
                  already owned Shares in payment of the exercise price of an
                  Option and/or related withholding taxes will not be accepted
                  by the Company unless accompanied by a written statement
                  signed by the person or persons entitled to exercise such
                  Option certifying that either (i) the Shares tendered in
                  payment were acquired other than through the exercise of a
                  stock option granted by the Company or (ii) the Shares
                  tendered in payment were acquired through the exercise, on
                  such date(s) as shall be recited in such statement (which
                  date(s) shall be not less than six (6) months prior to the
                  date of tender), of stock option(s) granted by the Company.

         (f)      Delivery of Already Owned Shares. Where the person exercising
                  an Option elects to use already owned Shares in full or
                  partial payment of the exercise price and/or related
                  withholding taxes, the Committee may, in its sole discretion,
                  accept, in lieu of physical delivery of the stock certificates
                  evidencing such Shares, such constructive delivery of such
                  Shares as may be satisfactory to the Committee.

10. METHOD OF EXERCISE:

         (a)      Procedure for Exercise; Rights as a Stockholder. Any Option
                  granted hereunder shall be exercisable at such times and under
                  such conditions as determined by the Committee and as
                  permitted under the Plan. An Option may not be exercised for a
                  fraction of a Share. In order to exercise an Option, the
                  person or persons entitled to exercise it shall deliver to the
                  Company written notice of the number of Shares with respect to
                  which the Option is being exercised, accompanied by payment in
                  full of the aggregate price for the Shares so to be acquired.
                  To constitute an effective exercise of an Option, such notice
                  and payment shall be addressed to the attention of the
                  Treasurer of the Company and must be received at the principal
                  executive office of the Company (i) with respect to an Option
                  that is terminated for "Misconduct" (as defined below)
                  pursuant to Paragraph (b) of this Section 10 or for
                  "Prohibited Conduct" (as defined in Section 16(a)) pursuant to
                  Section 16(a), prior to the time of the occurrence of the
                  event constituting such Misconduct or Prohibited Conduct or
                  (ii) with respect to any other Option, by 5:00 p.m., local
                  time, on the date of expiration or termination of the Option.
                  Until the issuance (as evidenced by the appropriate entry on
                  the books of the Company or of a duly authorized transfer
                  agent of the Company) of the stock certificate evidencing such
                  Shares, no right to vote or receive dividends nor any other
                  rights as a stockholder shall exist with respect to the
                  Optioned Stock notwithstanding the exercise of the Option. No
                  adjustment will be made for a dividend or other right for
                  which the record date is prior to the date the stock
                  certificate is issued, except as provided in Section 12.
                  Exercise of an Option shall result in a decrease in the number
                  of Shares which thereafter shall be available for sale under
                  such Option by the number of Shares as to which the Option is
                  exercised, including any Shares withheld from the Shares to be
                  issued pursuant to such exercise to cover the exercise price
                  and/or related withholding taxes.

         (b)      Termination of Employment. Except as may otherwise be
                  specified by the Committee in its sole discretion at the time
                  of grant thereof and reflected in the Option Agreement
                  evidencing such Option,


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                  upon the termination of an Optionee's Continuous Employment
                  (other than by reason of the Optionee's death, disability or
                  retirement), he may exercise his Option (to the extent that he
                  was entitled to exercise it at the time of such termination of
                  employment) until the earlier of (i) the date sixty (60) days
                  (or such longer period of time as is determined by the
                  Committee in its sole discretion at the time of such
                  termination of employment, provided that if the Committee
                  intends that a particular Option continue to qualify as a Tax
                  Qualified Option, the Committee will have to observe such
                  restrictions as may be imposed by applicable tax laws on the
                  post-termination period within which a Tax Qualified Option
                  may be exercised if it wishes to ensure that any
                  post-termination exercise of such Option is made only within
                  the period permitted by such laws) after the effective date of
                  the termination of his employment or (ii) the expiration date
                  of such Option, and the Option shall terminate on the earlier
                  of such dates; provided, however, that if the Optionee is
                  terminated by the Company for Misconduct, then such Option
                  shall terminate effective as of the time of the conduct
                  constituting such Misconduct. As used in this Plan,
                  "Misconduct" means that the Optionee has engaged in Prohibited
                  Conduct, committed an act of embezzlement, fraud or theft with
                  respect to the property or business of the Company or a
                  Subsidiary or deliberately disregarded the rules of the
                  Company or a Subsidiary in such a manner as to cause material
                  loss, damage or injury to or otherwise endanger the property,
                  reputation, employees or business prospects of the Company or
                  a Subsidiary. The Committee shall determine whether an
                  Optionee's employment was terminated by reason of Misconduct.
                  In making such determination, the Committee may, but shall not
                  be required to, give the Optionee an opportunity to be heard
                  and to present evidence on his behalf.

         (c)      Death of Optionee. Except as may otherwise be specified by the
                  Committee in its sole discretion at the time of grant thereof
                  and reflected in the Option Agreement evidencing such Option,
                  upon the death of an Optionee: (i) who is at the time of his
                  death in the employ of the Company or a Subsidiary and who
                  shall have been in Continuous Employment since the date of
                  grant of the Option, the Option may be exercised (to the
                  extent the Optionee would have been entitled to do so had he
                  continued living and terminated employment six (6) months
                  after the date of death) by his Successor until the earlier of
                  (A) the date six (6) months (or, if the Committee intends that
                  a particular Option qualify as a Tax Qualified Option, such
                  lesser period of time within which the applicable tax laws may
                  require that the Option be exercised in order for such Option
                  so to qualify) following the date of the Optionee's death or
                  (B) the expiration date of such Option, and the Option shall
                  terminate on the earlier of such dates; or (ii) within one (1)
                  month after the termination of Continuous Employment other
                  than termination by the Company or a Subsidiary for Misconduct
                  or due to disability, the Option may be exercised (to the
                  extent the Optionee was entitled to do so at the date of
                  termination of Continuous Employment) by his Successor until
                  the earlier of (A) the date six (6) months following the date
                  of the Optionee's death (or, if the Committee intends that a
                  particular Option qualify as a Tax Qualified Option, such
                  lesser period of time within which the applicable tax laws may
                  require that the Option be exercised in order for such Option
                  so to qualify) or (B) the expiration date of such Option, and
                  the Option shall terminate on the earlier of such dates.

         (d)      Disability of Optionee. Except as may otherwise be specified
                  by the Committee in its sole discretion at the time of grant
                  thereof and reflected in the Option Agreement evidencing such
                  Option, if an Optionee's Continuous Employment terminates due
                  to optionee having become permanently and totally disabled
                  within the meaning of Section 23(e)(3) of the Code
                  ("disability"), the Option may be exercised (to the extent the
                  Optionee was entitled to do so as of the effective date of the
                  termination of Optionee's employment by reason of such
                  disability) until the earlier of (i) the date one (1) year
                  after the effective date of such termination of his employment
                  or (ii) the expiration date of such Option, and the Option
                  shall terminate on the earlier of such dates.

         (e)      Retirement of Optionee. Except as may otherwise be specified
                  by the Committee in its sole discretion at the time of grant
                  thereof and reflected in the Option Agreement evidencing such
                  Option, if an Optionee's Continuous Employment terminates by
                  reason of (A) his retirement at any age entitling him to
                  benefits under the provisions of any retirement plan of the
                  Company or any Subsidiary in which such Optionee participates;
                  or (B) retirement at any time after attaining age 65
                  (whichever circumstance is applicable constituting
                  "retirement"), the Option may be exercised (to the extent the
                  Optionee shall be


                                       8
<PAGE>   9
                  entitled to do so as of the effective date of the termination
                  of his employment by reason of such retirement) until the
                  earlier of (i) the date three (3) months after the effective
                  date of the termination of his employment or (ii) the
                  expiration date of such Option, and the Option shall terminate
                  on the earlier of such dates.

11. NONTRANSFERABILITY OF OPTIONS. Options may not be sold, pledged, assigned,
hypothecated, transferred or disposed of in any manner by the Optionee except at
death by will or by the laws of descent and distribution and may be exercised
during the life of the Optionee only by the Optionee. No lien, obligation or
liability of an Optionee or a Successor shall attach to or otherwise encumber
the right and interest of such Optionee or Successor in and to any Options
outstanding under the Plan.

12. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.

         (a)      Adjustments, in general. Subject to the provisions of
                  Paragraph (b) of this Section 12 and to any required action by
                  the stockholders of the Company, the number of Shares covered
                  by each outstanding Option, and the number of Shares which
                  have been authorized for issuance under the Plan but as to
                  which no Options have yet been granted or which due to the
                  expiration, lapse, cancellation, surrender, forfeiture or
                  other termination of a stock option under this Plan are again
                  available for grant, as well as the price per Share covered by
                  each such outstanding Option, shall be proportionately
                  adjusted for any increase or decrease in the number of issued
                  and outstanding Shares resulting from a stock split, reverse
                  stock split, stock dividend, combination or reclassification
                  of Shares or any other increase or decrease in the aggregate
                  number of issued and outstanding Shares effected without
                  receipt of consideration by the Company; provided, however,
                  that the issuance of Shares pursuant to the conversion or
                  exchange of any securities of the Company convertible into or
                  exchangeable for Shares shall not be deemed to have been
                  "effected without receipt of consideration." Any fractional
                  Shares which would otherwise result from any such adjustments
                  shall be eliminated either by deleting all fractional Shares
                  or by appropriate rounding to the next higher (fractions of
                  one-half or more) or lower (fractions of less than one-half)
                  whole Share. All such adjustments shall be made by the Board
                  in its sole discretion. Except as expressly provided herein,
                  no issuance by the Company of shares of stock of any class, or
                  securities convertible into or exchangeable for shares of
                  stock of any class, shall affect, and no adjustment by reason
                  thereof shall be made to, the number of or exercise price for
                  Shares subject to an Option.

                  In the event of the proposed dissolution or liquidation of the
                  Company, all outstanding Options will terminate immediately
                  prior to the consummation of such proposed action, unless
                  otherwise provided by the Board. The Board may, in the
                  exercise of its sole discretion in such instances, declare
                  that any Option shall terminate as of a date fixed by the
                  Board and give each Optionee the right to exercise his Option
                  as to all or any part of the Optioned Stock, including Shares
                  as to which the Option would not otherwise then be
                  exercisable.

                  Subject to the provisions of Paragraph (b) of this Section 12,
                  in the event of a sale of all or substantially all of the
                  assets of the Company, or the merger or consolidation of the
                  Company with or into another corporation, each outstanding
                  Option shall be assumed or an equivalent option shall be
                  substituted by such successor corporation or a parent or
                  subsidiary of such successor corporation, unless the Board, in
                  the exercise of its sole discretion, determines that, in lieu
                  of such assumption or substitution, the Optionee shall have
                  the right to exercise the Option as to all or any part of the
                  Optioned Stock, including Shares as to which the Option would
                  not otherwise then be exercisable. If in the event of a
                  merger, consolidation or sale of assets the Board makes an
                  Option fully exercisable in lieu of assumption or
                  substitution, the Company shall notify the Optionee that the
                  Option shall be fully exercisable for a period of thirty (30)
                  days from the date of such notice, and the Option will
                  terminate upon the expiration of such period.

         (b)      Special Adjustments upon Change in Control. In the event of a
                  "Change in Control" of the Company (as defined in Paragraph
                  (c) of this Section 12), unless otherwise determined by the
                  Board in its sole discretion prior to the occurrence of such
                  Change in Control, the following acceleration and valuation
                  provisions shall apply:


                                       9
<PAGE>   10
                  (i)      Any Options outstanding as of the date of such Change
                           in Control that are not yet fully vested on such date
                           shall become fully vested; and

                  (ii)     The value of all outstanding Options, measured by the
                           excess of the "Change in Control Price" (as defined
                           in Paragraph (d) of this Section 12) over the
                           exercise price, shall be cashed out. The cash out
                           proceeds shall be paid to the Optionee or, in the
                           event of death of an Optionee prior to payment, to
                           his Successor.

         (c)      Definition of "Change in Control." For purposes of this
                  Section 12, a "Change in Control" means the happening of any
                  of the following:

                  (i)      When any "person," as such term is used in Sections
                           13(d) and 14(d) of the Act (other than the Company, a
                           Subsidiary or a Company or Subsidiary employee
                           benefit plan, including any trustee of such a plan
                           acting as trustee) becomes the "beneficial owner" (as
                           defined in Rule 13d-3 promulgated by the Commission
                           under the Act, as adopted and amended from time to
                           time and as interpreted by formal or informal
                           opinions of, and releases published or other
                           interpretive advice provided by, the Staff of the
                           Commission), directly or indirectly, of securities of
                           the Company representing fifty percent (50%) or more
                           of the combined voting power of the Company's then
                           outstanding securities; or

                  (ii)     The consummation of a transaction requiring
                           stockholder approval and involving the sale of all or
                           substantially all of the assets of the Company or the
                           merger or consolidation of the Company with or into
                           another corporation.

         (d)      Definition of "Change in Control Price". For purposes of this
                  Section 12, "Change in Control Price" shall be, as determined
                  by the Board, (i) the highest closing sale price of a Share,
                  as reported by the American Stock Exchange, the NASDAQ
                  National Market, any stock exchange on which the Shares are
                  listed or any other recognized securities market on which the
                  Shares are traded, at any time within the sixty (60) day
                  period immediately preceding the date of the Change in Control
                  (the "Sixty-Day Period"), or (ii) the highest price paid or
                  offered, as determined by the Board, in any bona fide
                  transaction or bona fide offer related to the Change in
                  Control, at any time within the Sixty-Day Period.

13. TIME OF GRANTING OPTIONS. The date of grant of an Option shall, for all
purposes, be the date on which the Committee makes the determination granting
such Option. Notice of such determination shall be given to each Employee to
whom an Option is so granted within a reasonable time after the date of such
grant.

14. OPTION AGREEMENTS. As a condition to the effectiveness of each grant of an
Option under this Plan, the Optionee shall enter into a written Option Agreement
in such form as may be authorized by the Committee from time to time. Subject to
the provisions of Section 20(a), each such Option Agreement shall contain such
provisions as are required by the terms of this Plan and may contain such
additional provisions not inconsistent with the terms of this Plan as the
Committee in its sole discretion may from time to time authorize. Each Option
Agreement evidencing an Option granted to a Section 16 Person shall also provide
for such minimum waiting period from the date of grant before the Option may be
exercised, and such minimum holding period from the date of the acquisition of
Shares upon exercise of an Option for which such Shares must be held before
making any disposition of such Shares, as may be required by Rule 16b-3.

15. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued with respect
to an Option unless the exercise of such Option and the issuance and delivery of
such Shares pursuant thereto shall comply with all applicable Securities Law
Requirements and all other applicable provisions of law, including, without
limitation, any applicable state "blue sky" laws and foreign (national and
provincial) securities laws and the rules and regulations promulgated under any
of such laws, and shall be further subject to the approval of counsel for the
Company with respect to such compliance.


                                       10
<PAGE>   11
As a condition to the exercise of an Option or the issuance of Shares upon
exercise of an Option, the Company may require the person exercising such Option
to make such representations and warranties to the Company as may be required,
in the opinion of counsel for the Company, by any of the aforementioned
Securities Law Requirements and other laws, which may include, without
limitation, representations and warranties that the Shares are being purchased
only for investment and without any present intention to sell or distribute such
Shares.

The Company shall not have any liability to any Optionee in respect of any delay
in the sale or issuance of Shares hereunder until the Company is able to obtain
authority from any governmental authority (domestic or foreign) or
self-regulatory organization having jurisdiction thereover, which authority is
deemed by the Company's counsel to be necessary to the lawful sale and issuance
of such Shares, or any failure to sell or issue such Shares as to which such
requisite authority the Company is unable to obtain.

16. FORFEITURE OF OPTIONS AND REALIZED BENEFITS.

         (a)      Loss of Unexercised Options. If an Optionee holding an
                  outstanding Option, without the written consent of the Company
                  as authorized by the Committee in its sole discretion, engages
                  in any of the following conduct (any such conduct being
                  referred to as "Prohibited Conduct") at any time during the
                  period beginning on the date the Optionee first entered the
                  employ of the Company or a Subsidiary and continuing for so
                  long as any portion of such Option remains outstanding and
                  unexercised (the "Grant Period"):

                  (i)      rendering services for any organization or engaging
                           directly or indirectly in any business which, in the
                           sole judgment of the Committee, is or becomes
                           competitive with the Company or a Subsidiary, or
                           where such rendering of services or engaging in
                           business, in the sole judgment of the Committee, is
                           or becomes otherwise prejudicial to or in conflict
                           with the interests of the Company or a Subsidiary;
                           provided that the ownership of a not more than ten
                           percent (10%) equity interest in any organization or
                           business whose equity is listed on a recognized
                           securities exchange or traded over-the-counter shall
                           not constitute Prohibited Conduct within the meaning
                           of this Subparagraph (i);

                  (ii)     disclosing to anyone outside the Company or any
                           Subsidiary, or use in other than the business of the
                           Company or any Subsidiary, any confidential or
                           proprietary information relating to the business of
                           the Company or any Subsidiary, acquired by the
                           Optionee either during or after employment with the
                           Company or a Subsidiary;

                  (iii)    except as may otherwise be permitted by any agreement
                           otherwise made by the Company or a Subsidiary with
                           the Optionee, failing to disclose fully and promptly
                           in writing and assign to the Company or to the
                           Subsidiary by which the Optionee is or was employed
                           all right, title and interest in any discovery,
                           invention, process, method, improvement or idea,
                           whether or not patentable or subject to copyright
                           protection and whether or not reduced to tangible
                           form or reduced to practice, made or conceived by
                           such person during employment by the Company or such
                           Subsidiary, relating in any manner to the actual or
                           contemplated business, research or development work
                           of the Company or such Subsidiary or to do anything
                           reasonably necessary to enable the Company or such
                           Subsidiary to secure a patent, copyright or similar
                           protection in the United States of America and/or in
                           foreign countries as the Company or such Subsidiary
                           may elect; or

                  (iv)     inducing or attempting to induce any customer or
                           supplier of the Company or a Subsidiary to breach any
                           contract with the Company or a Subsidiary or
                           otherwise terminate its relationship with the Company
                           or a Subsidiary;

                  then the Committee shall have a right, upon determining that
                  the Optionee has engaged in any Prohibited Conduct at any time
                  during the Grant Period (in making such determination, the
                  Committee may, but shall not be required to, give the Optionee
                  an opportunity to be heard and to present evidence on his
                  behalf), to declare the Option forfeited and canceled
                  effective as of the time of the conduct constituting such
                  Prohibited Conduct.


                                       11
<PAGE>   12
         (b)      Optionee Certification upon Exercise. Each time an Optionee
                  exercises an Option, the Optionee shall be deemed to certify
                  to the Company that such Optionee did not, without the written
                  consent of the Company as authorized by the Committee in its
                  sole discretion, engage in any Prohibited Conduct at any time
                  during the period beginning on the date the Optionee first
                  entered the employ of the Company or a Subsidiary and ending
                  on the date of such exercise (the "Pre-Exercise Period").

         (c)      Loss of Realized Benefits. In the event that the Committee
                  determines with respect to a particular exercise of an Option
                  that the Optionee engaged in any Prohibited Conduct at any
                  time during the Pre-Exercise Period or within one (1) year
                  after such exercise (in making such determination, the
                  Committee may, but shall not be required to, give the Optionee
                  an opportunity to be heard and to present evidence on his
                  behalf), such Optionee shall be liable to the Company (i) to
                  the extent such Optionee has, prior to his receipt of the
                  "Forfeiture Notice" (as defined below), disposed of the Shares
                  acquired through such exercise, for payment to the Company of
                  an amount in cash equal to the excess of (A) the net cash
                  proceeds from such disposition (or if such Shares were
                  disposed of other than for cash, the aggregate Fair Market
                  Value of such Shares as of the date of disposition) over (B)
                  that portion of the sum of the cash and the aggregate Fair
                  Market Value as of the exercise date of any already owned
                  Shares used by the Optionee to pay the exercise price for such
                  Shares (such sum being referred to as the "Exercise Payment")
                  which is allocable to the Shares disposed of in the proportion
                  that such number of Shares bears to the total number of Shares
                  issued pursuant to such Option exercise and (ii) to the extent
                  such Optionee still owns at the time he receives the
                  Forfeiture Notice the Shares acquired through such exercise,
                  at the option of the Committee, either (A) for the return of
                  such Shares to the Company in exchange for a cash refund from
                  the Company to such Optionee in an amount equal to that
                  portion of the Exercise Payment which is allocable to the
                  Shares still owned in the proportion that such number of
                  Shares bears to the total number of Shares issued pursuant to
                  such Option exercise (such portion being referred to as the
                  "Retained Shares Exercise Payment") or (B) for payment to the
                  Company of an amount in cash equal to the excess of the
                  aggregate Fair Market Value as of the exercise date of the
                  Shares still owned over the Retained Shares Exercise Payment.
                  To enforce such liability against such Optionee, the Committee
                  shall notify the Optionee thereof in writing within three (3)
                  years of the date of the affected Option exercise, which
                  notice (the "Forfeiture Notice") shall include a statement of
                  the form of payment which the Committee has elected to receive
                  from the Optionee with respect to Shares still owned by the
                  Optionee. Within ten (10) days after receiving the Forfeiture
                  Notice, the Optionee shall make full payment of such liability
                  to the Company in cash, or to the extent such Optionee still
                  owns Shares acquired through the affected exercise and the
                  Committee elects in the Forfeiture Notice to receive such
                  Shares, stock certificates evidencing such Shares still owned
                  by the Optionee (duly endorsed for transfer with signature
                  guaranteed). In the event that the Committee elects to
                  receive, and the Optionee returns, Shares, the Company shall
                  make the refund payment required to be made to the Optionee
                  with respect to such Shares upon the Company's receipt of such
                  Shares as hereinabove required.

         (d)      Cumulative Rights. The obligation of an Optionee under this
                  Section 16 to refrain from Prohibited Conduct is in addition
                  to, and does not in any way supersede or diminish, any other
                  obligation of such Optionee with respect to such matters which
                  such Optionee may owe to the Company, any Subsidiary or any
                  other person under any agreement, applicable law or otherwise
                  (a "Similar Obligation"). Any action taken by the Company or
                  the Committee to enforce, compromise, settle or waive the
                  provisions of this Section 16 with respect to any particular
                  event constituting Prohibited Conduct shall not in any way
                  affect the rights of the Company, the Committee, any
                  Subsidiary or any person against an Optionee with respect to
                  any other event constituting Prohibited Conduct or any Similar
                  Obligation, nor shall any action taken or failed to be taken
                  by the Company, any Subsidiary or any other person against an
                  Optionee to enforce, compromise, settle or waive any Similar
                  Obligation have any effect on the rights of the Company and
                  the Committee under this Section 16.

17. RESERVATION OF SHARES. The Company, during the term of this Plan, shall at
all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.


                                       12
<PAGE>   13
18. EFFECTIVENESS OF PLAN. This Plan was adopted by the Board on, and shall be
effective as of November 20, 1997, subject to the approval hereof by the vote of
the Company's stockholders required therefor by Wyoming Law and applicable
Securities Law Requirements within one (1) year of the date of adoption by the
Board. The Plan shall continue in full force and effect until (i) terminated by
resolution of the Board or (ii) both (A) all Options granted under the Plan have
been exercised in full and (B) no Authorized Shares remain available for the
granting of additional Options. The termination of the Plan shall not affect
Options already granted, which Options shall remain in full force and effect in
accordance with their respective terms as if this Plan had not been terminated.

19. AMENDMENT OF PLAN AND OUTSTANDING OPTIONS. The Board may, in its sole
discretion, amend the Plan from time to time, provided that any amendment which
Rule 16b-3 or any other Securities Law Requirement requires be approved by the
stockholders of the Company shall be made only with the approval of such
stockholders. Amendments to the Plan shall apply prospectively to all Options
then outstanding under the Plan, except in the case of any amendment which is
adverse to an Optionee, in which case the amendment shall apply with respect to
the outstanding Options held by the adversely affected Optionee only upon the
consent of such Optionee to such amendment. In exercising its authority under
Section 4(b)(v) to amend outstanding Options, the Committee likewise may make an
amendment which adversely affects the Optionee only upon the consent of such
Optionee to such amendment. Notwithstanding the provisions of this Section 19,
the consent of the Optionee shall not be required with respect to an amendment
to the Plan or to any outstanding Option which is made in order to comply with
Securities Law Requirements or which causes a Tax Qualified Option no longer to
qualify as such.

20. GENERAL PROVISIONS.

         (a)      Grants to Foreign Employees. Notwithstanding any other
                  provision of this Plan to the contrary but subject to
                  applicable Securities Law Requirements and tax laws, to the
                  extent deemed necessary or appropriate by the Committee in its
                  sole discretion in order to further the purposes of the Plan
                  with respect to Employees who are foreign nationals and/or
                  employed outside the United States of America, an Option
                  granted to any such Employee may be on terms and conditions
                  different from those specified in this Plan in recognition of
                  the differences in the laws, tax policies and customs
                  applicable to such an Employee, without the necessity of the
                  Plan being amended to provide for such different terms and
                  conditions.

         (b)      Nature of Benefits. Benefits realized by an Optionee under
                  this Plan or any Option granted hereunder shall not be deemed
                  a part of such Optionee's regular, recurring compensation for
                  purposes of the termination, indemnity or severance pay law of
                  any country and shall not be included in, nor have any effect
                  on, the determination of benefits under any other employee
                  benefit plan or similar arrangement provided to such Optionee
                  by the Company or a Subsidiary unless expressly so provided by
                  such other plan or arrangement, or except where the Committee
                  expressly determines in its sole discretion that an Option or
                  portion thereof should be so included in order to accurately
                  reflect competitive compensation practices or to recognize
                  that an Option has been granted in lieu of a portion of
                  competitive annual cash compensation.

         (c)      Determination of Deadlines. If any day on or before which
                  action under this Plan or any Option granted hereunder must be
                  taken falls on a Saturday, Sunday or Company-recognized
                  holiday, such action may be taken on the next succeeding day
                  which is not a Saturday, Sunday or Company-recognized holiday;
                  provided, however, that the provisions of this Paragraph (c)
                  shall not apply to, and shall not extend the time for exercise
                  of, any Option which is terminated for Misconduct pursuant to
                  Section 10(b) or for Prohibited Conduct pursuant to Section
                  16(a).

         (d)      Governing Law. To the extent that federal laws (such as the
                  Act or the Code) or the laws of the state of incorporation of
                  the Corporation do not otherwise control, this Plan and all
                  determinations made and actions taken pursuant hereto shall be
                  governed by the laws of the state of incorporation of the
                  Corporation and construed accordingly.


                                       13
<PAGE>   14
         (e)      Gender and Number. Whenever the context may require, any
                  pronouns used herein shall include the corresponding
                  masculine, feminine or neuter forms, and the singular form of
                  nouns and pronouns shall include the plural and vice versa.

         (f)      Captions. The captions contained in this Plan are for
                  convenience of reference only and do not affect the meaning of
                  any term or provision hereof.

Cycomm Stock Option Plan


                                       14