EXHIBIT 10.1

                               MAC FILMWORKS, INC.
                             1998 STOCK OPTION PLAN

                                ARTICLE I - PLAN

          1.1     PURPOSE.  This  Plan  is  a  plan for key Employees (including
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officers  and  employee  directors)  and  Consultants  of  the  Company  and its
Affiliates  and  is  intended  to advance the best interests of the Company, its
Affiliates, and its stockholders by providing those persons who have substantial
responsibility  for  the management and growth of the Company and its Affiliates
with  additional  incentives  and  an  opportunity  to  obtain or increase their
proprietary interest in the Company, thereby encouraging them to continue in the
employ  of  the  Company  or  any  of  its  Affiliates.

          1.2     RULE  16B-3  PLAN.  The  Company  is  subject to the reporting
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requirements  of  the  Securities  Exchange  Act  of 1934, as amended (the "1934
Act"),  and  therefore  the  Plan  is  intended  to  comply  with all applicable
conditions  of  Rule  16b-3  (and  all subsequent revisions thereof) promulgated
under  the  1934  Act.  To the extent any provision of the Plan or action by the
Board  of Directors or Committee fails to so comply, it shall be deemed null and
void,  to the extent permitted by law and deemed advisable by the Committee.  In
addition,  the  Board  of  Directors  may amend the Plan from time to time as it
deems  necessary  in  order  to  meet the requirements of any amendments to Rule
16b-3  without  the  consent  of  the  shareholders  of  the  Company.

          1.3     EFFECTIVE  DATE  OF PLAN.  The Plan shall be effective January
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1998  (the  "Effective  Date"),  provided  that within one year of the Effective
Date,  the  Plan  shall  have  been  approved  by  at  least  a majority vote of
stockholders.  No  Incentive  Option,  Nonqualified  Option,  Stock Appreciation
Right,  Restricted  Stock  Award  or  Performance  Stock  Award shall be granted
pursuant  to  the  Plan  ten  years  after  the  Effective  Date.


                            ARTICLE II - DEFINITIONS

     The  words  and  phrases defined in this Article shall have the meaning set
out  in  these definitions throughout this Plan, unless the context in which any
such  word  or  phrase  appears  reasonably  requires  a  broader,  narrower, or
different  meaning.

          2.1"AFFILIATE"  means  any  parent  corporation  and  any  subsidiary
corporation. The term "parent corporation" means any corporation (other than the
Company) in an unbroken chain of corporations ending with the Company if, at the
time  of  the  action  or  transaction,  each of the corporations other than the
Company  owns stock possessing 50% or more of the total combined voting power of
all  classes  of  stock  in one of the other corporations in the chain. The term
"subsidiary  corporation"  means  any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, at the time of the
action  or transaction, each of the corporations other than the last corporation
in  the  unbroken  chain owns stock possessing 50% or more of the total combined
voting  power  of  all  classes of stock in one of the other corporations in the
chain.

          2.2     "AWARD"  means  each of the following granted under this Plan:
Incentive  Option,  Nonqualified  Option,  Stock  Appreciation Right, Restricted
Stock  Award  or  Performance  Stock  Award.

          2.3     "BOARD  OF  DIRECTORS"  means  the  board  of directors of the
Company.

          3.4     "CHANGE  IN  CONTROL"  shall  mean  and  include the following
transactions  or  situations:


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               (a)     A  sale,  transfer,  or  other disposition by the Company
through  a  single  transaction or a series of transactions of securities of the
Company  representing  thirty (30%) percent or more of the combined voting power
of  the  Company's  then  outstanding  securities  to  any "Unrelated Person" or
"Unrelated  Persons"  acting  in concert with one another.  For purposes of this
definition,  the  term  "Person"  shall  mean  and  include  any  individual,
partnership,  joint  venture,  association,  trust  corporation, or other entity
(including  a  "group" as referred to in Section 13(d)(3) of the 1934 Act).  For
purposes of this definition, the term "Unrelated Person" shall mean and  include
any Person other than the Company, a wholly-owned subsidiary of the  Company, or
an  employee  benefit  plan  of  the  Company;  provided  however,  a  sale  to
underwriters  in  connection  with a public offering of the Company's securities
pursuant  to  a  firm  commitment  shall  not  be  a  Change  of  Control.

               (b)     A  sale,  transfer, or other disposition through a single
transaction  or  a  series  of  transactions  of all or substantially all of the
assets  of  the  Company  to  an Unrelated Person or Unrelated Persons acting in
concert  with  one  another.

               (c)     A change in the ownership of the Company through a single
transaction  or  a  series  of  transactions  such  that any Unrelated Person or
Unrelated  Persons  acting  in  concert  with one another become the "Beneficial
Owner,"  directly  or  indirectly,  of securities of the Company representing at
least  thirty  (30%)  percent of the combined voting power of the Company's then
outstanding  securities.  For  purposes of this definition, the term "Beneficial
Owner"  shall  have  the  same  meaning  as  given  to  that  term in Rule 13d-3
promulgated  under  the 1934 Act, provided that any pledgee of voting securities
is  not  deemed  to  be the Beneficial Owner thereof prior to its acquisition of
voting  rights  with  respect  to  such  securities.

               (d)     Any  consolidation  or merger of the Company with or into
an  Unrelated  Person,  unless immediately after the consolidation or merger the
holders  of  the  common  stock  of  the  Company  immediately  prior  to  the
consolidation or merger are the beneficial owners of securities of the surviving
corporation  representing  at  least  fifty (50%) percent of the combined voting
power  of  the  surviving  corporation's  then  outstanding  securities.

               (e)     During  any  period of two years, individuals who, at the
beginning  of  such  period,  constituted  the Board of Directors of the Company
cease,  for  any  reason,  to constitute at least a majority thereof, unless the
election  or  nomination  for  election of each new director was approved by the
vote  of  at  least  two-thirds  of  the directors then still in office who were
directors  at  the  beginning  of  such  period.

               (f)     A change in control of the Company of a nature that would
be  required  to  be  reported  in  response  to  Item  6(e)  of Schedule 14A of
Regulation  14A  promulgated  under the 1934 Act, or any successor regulation of
similar  importance,  regardless  of  whether  the  Company  is  subject to such
reporting  requirement.

          2.5     "CODE"  means  the  Internal Revenue Code of 1986, as amended.

          2.6     "COMMITTEE"  means  the Compensation Committee of the Board of
Directors  or  such  other  committee designated by the Board of Directors.  The
Committee  shall  be  comprised  solely  of  at  least  two members who are both
Disinterested  Persons and Outside Directors or by the Board of Directors in its
entirety.

          2.7     "COMPANY"  means  Mac Filmworks, Inc., a Delaware corporation.

          2.8     "CONSULTANT"  means  any person, including an advisor, engaged
by  the  Company or Affiliate to render services and who is compensated for such
services.

          2.9     "DISINTERESTED  PERSON" means a "disinterested person" as that
term  is  defined  in  Rule  16b-3  under  the  1934  Act.

          2.10     "ELIGIBLE  PERSONS"  shall  mean,  with  respect to the Plan,
those  persons  who, at the time that an Award is granted, are (i) key personnel
(including  officers  and  directors)  of  the  Company  or  Affiliate,  or (ii)
Consultants  or  independent  contractors  who  provide valuable services to the
Company  or  Affiliate  as  determined  by  the  Committee.

          2.11     "EMPLOYEE"  means  a  person  employed  by the Company or any
Affiliate  to  whom  an  Award  is  granted.


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          2.12     "FAIR MARKET VALUE" of the Stock as of any date means (a) the
average  of  the  high  and  low  sale  prices  of the Stock on that date on the
principal  securities exchange on which the Stock is listed; or (b) if the Stock
is  not  listed  on  a securities exchange, the average of the high and low sale
prices  of  the  Stock  on  that  date as reported on the NASDAQ National Market
System;  or (c) if the Stock is not listed on the NASDAQ National Market System,
the  average  of  the  high and low bid quotations for the Stock on that date as
reported  by  the  National Quotation Bureau Incorporated; or (d) if none of the
foregoing  is  applicable,  an  amount at the election of the Committee equal to
(x),  the  average  between the closing bid and ask prices per share of Stock on
the  last  preceding date on which those prices were reported or (y) that amount
as  determined  by  the  Committee  in  good  faith.

          2.13     "INCENTIVE  OPTION" means an option to purchase Stock granted
under  this  Plan which is designated as an "Incentive Option" and satisfies the
requirements  of  Section  422  of  the  Code.

          2.14     "NONQUALIFIED  OPTION"  means  an  option  to  purchase Stock
granted  under  this  Plan  other  than  an  Incentive  Option.

          2.15     "OPTION"  means  both  an Incentive Option and a Nonqualified
Option  granted  under  this  Plan  to  purchase  shares  of  Stock.

          2.16     "OPTION AGREEMENT" means the written agreement by and between
the  Company  and  an  Eligible  Person  which  sets out the terms of an Option.

          2.17     "OUTSIDE  DIRECTOR"  means a member of the Board of Directors
serving  on  the  Committee  who  satisfies  Section  162(m)  of  the  Code.

          2.18     "PLAN" means the Mac Filmworks 1998 Stock Option Plan, as set
out  in  this  document  and  as  it  may  be  amended  from  time  to  time.

          2.19     "PLAN  YEAR"  means  the  Company's  fiscal  year.

          2.20     "PERFORMANCE  STOCK  AWARD" means an award of shares of Stock
to  be issued to an Eligible Person if specified predetermined performance goals
are  satisfied  as  described  in  Article  VI.

          2.21     "RESTRICTED  STOCK"  means Stock awarded or purchased under a
Restricted Stock Agreement entered into pursuant to this Plan, together with (i)
all  rights,  warranties  or  similar  items  attached  or  accruing  thereto or
represented  by  the  certificate  representing  the stock and (ii) any stock or
securities  into  which  or  for  which  the  stock  is  thereafter converted or
exchanged.  The  terms and conditions of the Restricted Stock Agreement shall be
determined  by  the  Committee  consistent  with  the  terms  of  the  Plan.

          2.22     "RESTRICTED  STOCK  AGREEMENT" means an agreement between the
Company  or any Affiliate and the Eligible Person pursuant to which the Eligible
Person  receives  a  Restricted  Stock  Award  subject  to  Article  VI.

          2.23     "RESTRICTED  STOCK AWARD" means an Award of Restricted Stock.

          2.24     "RESTRICTED  STOCK  PURCHASE PRICE" means the purchase price,
if any, per share of Restricted Stock subject to an Award.  The Restricted Stock
Purchase  Price shall be determined by the Committee.  It may be greater than or
less  than  the  Fair  Market Value of the Stock on the date of the Stock Award.

          2.25     "STOCK"  means  the  common  stock of the Company, $.0001 par
value  or,  in  the  event that the outstanding shares of common stock are later
changed  into  or  exchanged for a different class of stock or securities of the
Company  or  another  corporation,  that  other  stock  or  security.


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          2.26     "STOCK  APPRECIATION  RIGHT"  and  "SAR"  means  the right to
receive  the difference between the Fair Market Value of a share of Stock on the
grant date and the Fair Market Value of the share of Stock on the exercise date.

          2.27     "10%  STOCKHOLDER"  means  an individual who, at the time the
Option  is  granted,  owns  Stock possessing more than 10% of the total combined
voting  power  of  all  classes of stock of the Company or of any Affiliate.  An
individual  shall  be  considered  as  owning  the  Stock  owned,  directly  or
indirectly,  by  or  for  his brothers and sisters (whether by the whole or half
blood),  spouse, ancestors, and lineal descendants; and Stock owned, directly or
indirectly,  by  or  for  a corporation, partnership, estate, or trust, shall be
considered  as being owned proportionately by or for its stockholders, partners,
or  beneficiaries.


                            ARTICLE III - ELIGIBILITY

     The  individuals  who  shall  be  eligible to receive Awards shall be those
Eligible  Persons of the Company or any of its Affiliates as the Committee shall
determine  from  time  to  time.  However,  no  member of the Committee shall be
eligible  to  receive any Award or to receive Stock, Options, Stock Appreciation
Rights or any Performance Stock Award under any other plan of the Company or any
of  its  Affiliates,  if  to  do  so  would  cause  the  individual  not to be a
Disinterested  Person  or Outside Director.  The Board of Directors of Directors
may  designate  one or more individuals who shall not be eligible to receive any
Award  under  this  Plan  or  under  other  similar  plans  of  the  Company.

               ARTICLE IV - GENERAL PROVISIONS RELATING TO AWARDS

          4.1     AUTHORITY  TO  GRANT AWARDS.  The Committee may grant to those
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Eligible  Persons  of the Company or any of its Affiliates as it shall from time
to  time determine, Awards under the terms and conditions of this Plan.  Subject
only to any applicable limitations set out in this Plan, the number of shares of
Stock  to  be  covered by any Award to be granted to an Eligible Person shall be
determined  by  the  Committee.

          4.2     DEDICATED  SHARES.  The  total  number of shares of Stock with
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respect  to  which Awards may be granted under the Plan shall be 500,000 shares.
The  shares  may  be  treasury  shares  or  authorized but unissued shares.  The
maximum  number  of shares subject to options or stock appreciation rights which
may  be issued to any eligible person under the plan during each plan year shall
be  determined  by  the  compensation  committee.  The  maximum number of shares
subject  to  restricted stock awards which may be granted to any eligible person
under  the  plan  during  each plan year shall be determined by the compensation
committee.  The  maximum  number  of  shares subject to performance stock awards
which  may  be  granted  to  any  eligible person during each plan year shall be
determined  by  the compensation committee.  The number of shares stated in this
Section  4.2 shall be subject to adjustment in accordance with the provisions of
Section  4.5.  In the event that any outstanding Award shall expire or terminate
for any reason or any Award is surrendered, the shares of Stock allocable to the
unexercised  portion  of  that  Award may again be subject to an Award under the
Plan.

          4.3     NON-TRANSFERABILITY.  Awards  shall not be transferable by the
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Eligible  Person  otherwise  than  by  will  or  under  the  laws of descent and
distribution,  and  shall be exercisable, during the Eligible Person's lifetime,
only by him. Restricted Stock shall be purchased by and/or become vested under a
Restricted  Stock  Agreement during the Eligible Person's lifetime, only by him.
Any  attempt to transfer an Award other than under the terms of the Plan and the
Agreement  shall  terminate  the  Award and all rights of the Eligible Person to
that  Award.


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          4.4     REQUIREMENTS  OF  LAW.  The  Company  shall not be required to
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sell  or  issue any Stock under any Award if issuing that Stock would constitute
or  result in a violation by the Eligible Person or the Company of any provision
of  any law, statute, or regulation of any governmental authority. Specifically,
in  connection  with  any  applicable  statute  or  regulation  relating  to the
registration  of  securities,  upon  exercise  of  any Option or pursuant to any
Award, the Company shall not be required to issue any Stock unless the Committee
has  received  evidence satisfactory to it to the effect that the holder of that
Option or Award will not transfer the Stock except in accordance with applicable
law,  including  receipt of an opinion of counsel satisfactory to the Company to
the  effect  that  any  proposed  transfer  complies  with  applicable law.  The
determination  by  the  Committee  on  this  matter  shall be final, binding and
conclusive. The Company may, but shall in no event be obligated to, register any
Stock covered by this Plan pursuant to applicable securities laws of any country
or any political subdivision.  In the event the Stock issuable on exercise of an
Option or pursuant to an Award is not registered, the Company may imprint on the
certificate  evidencing  the  Stock  any  legend  that  counsel  for the Company
considers  necessary  or  advisable  to  comply with applicable law. The Company
shall  not  be  obligated to take any other affirmative action in order to cause
the  exercise  of an Option or vesting under an Award, or the issuance of shares
pursuant  thereto,  to  comply  with  any  law or regulation of any governmental
authority.

          4.5     CHANGES  IN  THE  COMPANY'S  CAPITAL  STRUCTURE.
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               (a)     The  existence of outstanding Options or Awards 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  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 Stock or its rights, 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.  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 Stock outstanding, without receiving compensation for it in money,
services  or property, then (a) the number, class, and per share price of shares
of  Stock  subject to outstanding Options under this Plan shall be appropriately
adjusted  in  such  a  manner  as  to entitle an Eligible Person to receive upon
exercise of an Option, for the same aggregate cash consideration, the equivalent
total  number  and  class  of shares he would have received had he exercised his
Option  in full immediately prior to the event requiring the adjustment; and (b)
the  number  and  class  of shares of Stock then reserved to be issued under the
Plan  shall be adjusted by substituting for the total number and class of shares
of 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 each
class  of  Stock  as  the  result  of  the  event  requiring  the  adjustment.

               (b)     If  the  Company  is  merged or consolidated with another
corporation  and the Company is not the surviving corporation, or if the Company
is  liquidated  or  sells  or otherwise disposes of substantially all its assets
while  unexercised  Options  remain  outstanding  under  this  Plan:

                    (i)     subject to the provisions of clause (c) below, after
the  effective  date  of  the  merger, consolidation, liquidation, sale or other
disposition,  as  the case may be, each holder of an outstanding Option shall be
entitled,  upon  exercise of the Option, to receive, in lieu of shares of Stock,
the  number  and  class  or  classes  of  shares of stock or other securities or
property  to  which the holder would have been entitled if, immediately prior to
the  merger,  consolidation,  liquidation, sale or other disposition, the holder
had been the holder of record of a number of shares of Stock equal to the number
of  shares  as  to  which  the  Option  shall  be  so  exercised;

                    (ii)     the  Board  of  Directors may waive any limitations
set out in or imposed under this Plan so that all Options, from and after a date
prior  to  the effective date of the merger, consolidation, liquidation, sale or
other  disposition,  as  the  case  may be, specified by the Board of Directors,
shall  be  exercisable  in  full;  and


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                    (iii)     all  outstanding  Options  may  be canceled by the
Board  of  Directors  as  of  the  effective  date of any merger, consolidation,
liquidation,  sale  or other disposition, if (i) notice of cancellation shall be
given  to  each holder of an Option and (ii) each holder of an Option shall have
the right to exercise that Option in full (without regard to any limitations set
out  in or imposed under this Plan or the Option Agreement granting that Option)
during  a  period  set by the Board of Directors preceding the effective date of
the merger, consolidation, liquidation, sale or other disposition and, if in the
event  all  outstanding  Options  may  not be exercised in full under applicable
securities laws without registration of the shares of Stock issuable on exercise
of  the Options, the Board of Directors may limit the exercise of the Options to
the  number  of  shares of Stock, if any, as may be issued without registration.
The  method of choosing which Options may be exercised, and the number of shares
of  Stock  for  which  Options  may  be  exercised,  shall  be solely within the
discretion  of  the  Board  of  Directors.

               (c)     After  a  merger  of  one  or  more corporations into the
Company  or after a consolidation of the Company and one or more corporations in
which the Company shall be the surviving corporation, each Eligible Person shall
be  entitled  to have his Restricted Stock and shares earned under a Performance
Stock  Award  appropriately  adjusted based on the manner the Stock was adjusted
under  the  terms  of  the  agreement  of  merger  or  consolidation.

               (d)     In  each  situation  described  in  this Section 4.5, the
Committee  will  make  similar adjustments, as appropriate, in outstanding Stock
Appreciation  Rights.

               (e)     The  issuance  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 for them, or upon conversion of shares or
obligations  of  the  Company convertible into shares or other securities, shall
not  affect,  and  no  adjustment  by reason of such issuance shall be made with
respect  to,  the  number,  class,  or  price of shares of Stock then subject to
outstanding  Awards.

          4.6     ELECTION  UNDER  SECTION 83(B) OF THE CODE.  No Employee shall
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exercise  the election permitted under Section 83(b) of the Code without written
approval  of  the  Committee.  Any  Employee  doing  so shall forfeit all Awards
issued  to  him  under  this  Plan.


                ARTICLE V - OPTIONS AND STOCK APPRECIATION RIGHTS

          5.1     TYPE  OF  OPTION.  The  Committee shall specify at the time of
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grant  whether  a  given  Option  shall  constitute  an  Incentive  Option  or a
Nonqualified  Option.  Incentive Stock Options may only be granted to Employees.

          5.2     OPTION PRICE.  The price at which Stock may be purchased under
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an Incentive Option shall not be less than the greater of:  (a) 100% of the Fair
Market Value of the shares of Stock on the date the Option is granted or (b) the
aggregate  par  value  of the shares of Stock on the date the Option is granted.
The  Committee  in  its discretion may provide that the price at which shares of
Stock may be purchased under an Incentive Option shall be more than 100% of Fair
Market  Value.  In the case of any 10% Stockholder, the price at which shares of
Stock  may be purchased under an Incentive Option shall not be less than 110% of
the  Fair Market Value of the Stock on the date the Incentive Option is granted.
The  price at which shares of Stock may be purchased under a Nonqualified Option
shall  be  such  price  as  shall  be  determined  by  the Committee in its sole
discretion  but  in  no event lower than the par value of the shares of Stock on
the  date  the  Option  is  granted.

          5.3     DURATION  OF  OPTIONS  AND  SARS.  No  Option  or SAR shall be
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exercisable  after  the expiration of ten (10) years from the date the Option or
SAR  is granted.  In the case of a 10% Stockholder, no Incentive Option shall be
exercisable  after  the  expiration  of  five  years from the date the Incentive
Option  is  granted.

          5.4     AMOUNT  EXERCISABLE  -- INCENTIVE OPTIONS.  Each Option may be
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exercised  from  time to time, in whole or in part, in the manner and subject to
the  conditions the Committee, in its sole discretion, may provide in the Option
Agreement,  as long as the Option is valid and outstanding, and further provided
that  no  Option  may be exercisable within six (6) months of the date of grant,
unless  otherwise  stated  in  the  Option  Agreement.  To  the  extent that the
aggregate  Fair  Market  Value (determined as of the time an Incentive Option is
granted)  of  the  Stock  with  respect  to which Incentive Options first become
exercisable  by  the  optionee during any calendar year (under this Plan and any
other  incentive  stock  option plan(s) of the Company or any Affiliate) exceeds
$100,000,  the  portion  in  excess of $100,000 of the Incentive Option shall be
treated  as  a  Nonqualified  Option.  In  making  this determination, Incentive
Options  shall  be  taken  into account in the order in which they were granted.


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          5.5     EXERCISE  OF  OPTIONS.  Each  Option shall be exercised by the
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delivery  of  written notice to the Committee setting forth the number of shares
of  Stock  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  the  shares,

               (b)     Stock  at  its Fair Market Value on the date of exercise,
(if  approved  in  advance  by  the  Committee),

               (c)     an  election  to  make  a  cashless  exercise  through  a
registered  broker-dealer  (if  approved  in  advance  by  the  Committee),

               (d)     an  election  to  have  shares  of Stock, which otherwise
would  be  issued  on  exercise,  withheld  in payment of the exercise price (if
approved  in  advance  by  the  Committee),  and/or

               (e)     any  other  form  of  payment  which is acceptable to the
Committee,  including  without  limitation,  payment in the form of a promissory
note, and specifying the address to which the certificates for the shares are to
be  mailed.

          As  promptly  as practicable after receipt of written notification and
payment,  the  Company shall deliver to the Eligible Person certificates for the
number  of shares with respect to which the Option has been exercised, issued in
the  Eligible  Person's  name.  If  shares  of  Stock  are  used in payment, the
aggregate  Fair Market Value of the shares of Stock tendered must be equal to or
less  than  the  aggregate  exercise  price  of  the shares being purchased upon
exercise  of  the  Option,  and  any  difference must be paid by cash, certified
check,  bank draft, or postal or express money order payable to the order of the
Company.  Delivery  of the shares shall be deemed effected for all purposes when
a  stock  transfer agent of the Company shall have deposited the certificates in
the  United  States  mail,  addressed  to  the  Eligible  Person, at the address
specified  by  the  Eligible  Person.

          Whenever an Option is exercised by exchanging shares of Stock owned by
the  Eligible  Person,  the  Eligible  Person  shall  deliver  to  the  Company
certificates registered in the name of the Eligible Person representing a number
of  shares  of Stock legally and beneficially owned by the Eligible Person, free
of  all  liens,  claims,  and  encumbrances  of every kind, accompanied by stock
powers  duly endorsed in blank by the record holder of the shares represented by
the  certificates  (with  signature  guaranteed  by  a  commercial bank or trust
company  or  by  a  brokerage  firm having a membership on a registered national
stock  exchange).  The  delivery of certificates upon the exercise of Options is
subject  to  the  condition  that  the  person exercising the Option provide the
Company  with the information the Company might reasonably request pertaining to
exercise,  sale  or  other  disposition.

          5.6     STOCK  APPRECIATION  RIGHTS.  All  Eligible  Persons  shall be
                  ---------------------------
eligible  to  receive  Stock Appreciation Rights.  The Committee shall determine
the SAR to be awarded from time to time to any Eligible Person.  The grant of an
SAR  to  be  awarded from time to time shall neither entitle such person to, nor
disqualify  such  person, from participation in any other grant of awards by the
Company,  whether  under this Plan or any other plan of the Company.  If granted
as  a stand-alone SAR Award, the terms of the Award shall be provided in a Stock
Appreciation  Rights  Agreement.


                                        7
<PAGE>
          5.7     STOCK  APPRECIATION  RIGHTS  IN  TANDEM  WITH  OPTIONS.  Stock
                  ------------------------------------------------------
Appreciation Rights may, at the discretion of the Committee, be included in each
Option  granted  under  the  Plan to permit the holder of an Option to surrender
that  Option, or a portion of the part which is then exercisable, and receive in
exchange,  upon  the  conditions and limitations set by the Committee, an amount
equal to the excess of the Fair Market Value of the Stock covered by the Option,
or  the  portion  of  it  that  was  surrendered,  determined  as of the date of
surrender,  over  the  aggregate exercise price of the Stock. The payment may be
made  in shares of Stock valued at Fair Market Value, in cash, or partly in cash
and  partly  in  shares  of  Stock,  as  the  Committee shall decide in its sole
discretion.  Stock  Appreciation  Rights  may  be  exercised  only when the Fair
Market Value of the Stock covered by the Option surrendered exceeds the exercise
price of the Stock.  In the event of the surrender of an Option, or a portion of
it,  to  exercise  the  Stock Appreciation Rights, the shares represented by the
Option  or  that  part  of  it  which is surrendered, shall not be available for
reissuance  under the Plan.  Each Stock Appreciation Right issued in tandem with
an  Option  (a)  will  expire  not  later  than the expiration of the underlying
Option,  (b) may be for no more than 100% of the difference between the exercise
price  of the underlying Option and the Fair Market Value of a share of Stock at
the  time  the  Stock  Appreciation Right is exercised, (c) is transferable only
when  the  underlying Option is transferable, and under the same conditions, and
(d)  may  be  exercised  only  when  the  underlying  Option  is  eligible to be
exercised.

          5.8     CONDITIONS  OF  STOCK  APPRECIATION  RIGHTS.  All  Stock
                  -------------------------------------------
Appreciation  Rights shall be subject to such terms, conditions, restrictions or
limitations as the Committee deems appropriate, including by way of illustration
but  not  by  way of limitation, restrictions on transferability, requirement of
continued  employment,  individual  performance,  financial  performance  of the
Company  or  payment  of  any  applicable  employment  or  withholding  taxes.

          5.9     PAYMENT  OF  STOCK APPRECIATION RIGHTS.  The amount of payment
                  --------------------------------------
to  which  the  Eligible  Person  who reserves an SAR shall be entitled upon the
exercise  of  each  SAR  shall  be equal to the amount, if any by which the Fair
Market  Value  of the specified shares of Stock on the exercise date exceeds the
Fair  Market  Value of the specified shares of Stock on the date of grant of the
SAR.  The  SAR  shall  be  paid  in  either  cash or Stock, as determined in the
discretion  of  the Committee as set forth in the SAR agreement.  If the payment
is in Stock, the number of shares to be paid shall be determined by dividing the
amount of such payment by the Fair Market Value of Stock on the exercise date of
such  SAR.

          5.10     EXERCISE  ON  TERMINATION  OF  EMPLOYMENT.  Unless  it  is
                   -----------------------------------------
expressly  provided  otherwise  in  the Option or SAR agreement, Options and SAR
granted  to  Employees  shall  terminate  one  day  less than three months after
severance  of employment of the Employee from the Company and all Affiliates for
any  reason,  with or without cause, other than death, retirement under the then
established  rules  of  the  Company,  or  severance  for  disability.  Whether
authorized  leave  of absence or absence on military or government service shall
constitute  severance  of  the employment of the Employee shall be determined by
the  Committee  at  that  time.

          5.11     DEATH.  If,  before  the  expiration of an Option or SAR, the
                   -----
Eligible Person, whether in the employ of the Company or after he has retired or
was  severed for disability, or otherwise dies, the Option or SAR shall continue
until the earlier of the Option's or SAR's expiration date or one year following
the  date  of his death, unless it is expressly provided otherwise in the Option
or  SAR  agreement.  After  the  death  of  the  Eligible Person, his executors,
administrators  or  any  persons to whom his Option or SAR may be transferred by
will  or  by  the  laws of descent and distribution shall have the right, at any
time  prior  to  the  Option's  or SAR's expiration or termination, whichever is
earlier,  to  exercise it, to the extent to which he was entitled to exercise it
immediately prior to his death, unless it is expressly provided otherwise in the
Option  or  SAR's  agreement.

          5.12     RETIREMENT.  Unless it is expressly provided otherwise in the
                   ----------
Option  Agreement,  before  the  expiration of an Incentive Option, the Employee
shall  be retired in good standing from the employ of the Company under the then
established  rules  of  the Company, the Incentive Option shall terminate on the
earlier  of the Option's expiration date or one day less than one year after his
retirement;  provided,  if an Incentive Option is not exercised within specified
time  limits  prescribed  by  the  Code, it will become a Nonqualified Option by
operation  of  law.  Unless  it  is  expressly  provided otherwise in the Option
Agreement, if before the expiration of a Nonqualified Option, the Employee shall
be  retired  in  good  standing  from  the  employ of the Company under the then
established rules of the Company, the Nonqualified Option shall terminate on the
earlier  of  the  Nonqualified Option's expiration date or one day less than one
year  after his retirement.  In the event of retirement, the Employee shall have
the  right  prior  to the termination of the Nonqualified Option to exercise the
Nonqualified  Option,  to  the  extent  to  which he was entitled to exercise it
immediately  prior  to his retirement, unless it is expressly provided otherwise
in  the  Option  Agreement.  Upon  retirement,  an  SAR  shall  continue  to  be
exercisable  for  the  remainder  of  the  term  of  the  SAR  agreement.


                                        8
<PAGE>
          5.13     DISABILITY.  If,  before  the expiration of an Option or SAR,
                   ----------
the Employee shall be severed from the employ of the Company for disability, the
Option or SAR shall terminate on the earlier of the Option's or SAR's expiration
date  or  one  day  less  than one year after the date he was severed because of
disability,  unless  it  is  expressly  provided  otherwise in the Option or SAR
agreement.  In  the  event that the Employee shall be severed from the employ of
the  Company  for  disability,  the  Employee  shall have the right prior to the
termination  of the Option or SAR to exercise the Option, to the extent to which
he  was entitled to exercise it immediately prior to his retirement or severance
of  employment  for disability, unless it is expressly provided otherwise in the
Option  Agreement.

          5.14     SUBSTITUTION OPTIONS.  Options may be granted under this Plan
                   --------------------
from  time  to time in substitution for stock options held by employees of other
corporations who are about to become employees of or affiliated with the Company
or  any  Affiliate  as  the result of a merger or consolidation of the employing
corporation with the Company or any Affiliate, or the acquisition by the Company
or  any Affiliate of the assets of the employing corporation, or the acquisition
by  the  Company  or  any Affiliate of stock of the employing corporation as the
result  of  which  it  becomes  an  Affiliate  of  the  Company.  The  terms and
conditions  of  the  substitute  Options  granted  may  vary  from the terms and
conditions  set  out  in  this  Plan to the extent the Committee, at the time of
grant,  may  deem appropriate to conform, in whole or in part, to the provisions
of  the  stock  options  in  substitution  for  which  they  are  granted.

          5.15     RELOAD OPTIONS.  Without in any way limiting the authority of
                   --------------
the  Board  of  Directors  or Committee to make or not to make grants of Options
hereunder, the Board of Directors or Committee shall have the authority (but not
an  obligation) to include as part of any Option Agreement a provision entitling
the  Eligible  Person  to  a further Option (a "Reload Option") in the event the
Eligible Person exercises the Option evidenced by the Option Agreement, in whole
or  in  part, by surrendering other shares of Stock in accordance with this Plan
and  the  terms  and conditions of the Option Agreement.  Any such Reload Option
(a) shall be for a number of shares equal to the number of shares surrendered as
part  or  all of the exercise price of such Option; (b) shall have an expiration
date  which  is  the  greater  of (i) the same expiration date of the Option the
exercise of which gave rise to such Reload Option or (ii) one year from the date
of  grant  of  the  Reload Option; and (c) shall have an exercise price which is
equal  to  one  hundred  percent  (100%)  of  the Fair Market Value of the Stock
subject  to  the  Reload  Option on the date of exercise of the original Option.
Notwithstanding  the foregoing, a Reload Option which is an Incentive Option and
which  is  granted  to  a 10% Stockholder, shall have an exercise price which is
equal  to  one  hundred ten percent (110%) of the Fair Market Value of the Stock
subject  to the Reload Option on the date of exercise of the original Option and
shall  have  a  term  which  is  no  longer  than  five  (5)  years.

          Any  such  Reload  Option may be an Incentive Option or a Nonqualified
Option,  as the Board of Directors or Committee may designate at the time of the
grant  of  the  original  Option; provided, however, that the designation of any
Reload  Option  as  an  Incentive  Option  shall  be  subject to the one hundred
thousand  dollar  ($100,000)  annual  limitation  on exercisability of Incentive
Stock  Options  described  in  the Plan and in Section 422(d) of the Code. There
shall  be no Reload Options on a Reload Option.  Any such Reload Option shall be
subject  to  the  availability of sufficient shares under Section 4.2 herein and
shall be subject to such other terms and conditions as the Board of Directors or
Committee  may  determine which are not inconsistent with the express provisions
of  the  Plan  regarding  the  terms  of  Options.

          5.16     NO  RIGHTS AS STOCKHOLDER.  No Eligible Person shall have any
                   -------------------------
rights  as  a  stockholder with respect to Stock covered by his Option until the
date  a  stock  certificate  is  issued  for  the  Stock.


                      ARTICLE VI - RESTRICTED STOCK AWARDS

          6.1     RESTRICTED  STOCK  AWARDS.  The  Committee may issue shares of
                  -------------------------
Stock  to  an  Eligible  Person  subject  to  the  terms  of  a Restricted Stock
Agreement.  The  Restricted  Stock  may be issued for no payment by the Eligible
Person  or  for  a  payment  below  the  Fair Market Value on the date of grant.
Restricted  Stock  shall  be  subject  to  restrictions  as  to  sale, transfer,
alienation, pledge or other encumbrance and generally will be subject to vesting
over  a  period  of  time  specified  in  the  Restricted  Stock Agreement.  The
Committee  shall  determine  the  period  of  vesting, the number of shares, the
price,  if  any,  of  Stock  included in a Restricted Stock Award, and the other
terms  and  provisions  which  are  included  in  a  Restricted Stock Agreement.


                                        9
<PAGE>
          6.2     RESTRICTIONS.  Restricted  Stock shall be subject to the terms
                  ------------
and conditions as determined by the Committee, including without limitation, any
or  all  of  the  following:

               (a)     a  prohibition  against  the  sale, transfer, alienation,
pledge or other encumbrance of the shares of Restricted Stock, such  prohibition
to lapse (i) at such time or times as the Committee shall  determine (whether in
annual  or  more  frequent installments, at the time of the death, disability or
retirement  of  the  holder  of  such  shares,  or  otherwise);

               (b)     a  requirement  that  the  holder of shares of Restricted
Stock  forfeit, or in the case of shares sold to an Eligible Person, resell back
to  the  Company  at  his  cost,  all  or  a part of such shares in the event of
termination  of  the Eligible Person's employment during any period in which the
shares  remain  subject  to  restrictions;

               (c)     a  prohibition  against  employment  of  the  holder  of
Restricted  Stock by any competitor of the Company or its Affiliates, or against
such holder's dissemination of any secret or confidential information  belonging
to  the  Company  or  an  Affiliate;

               (d)     unless  stated  otherwise  in  the  Restricted  Stock
Agreement,

                    (i)     if  restrictions  remain at the time of severance of
employment  with  the  Company  and  all  Affiliates,  other  than for reason of
disability  or  death,  the  Restricted  Stock  shall  be  forfeited;  and

                    (ii)     if  severance  of  employment  is  by  reason  of
disability or death, the restrictions on the shares shall lapse and the Eligible
Person  or his heirs or estate shall be 100% vested in the shares subject to the
Restricted  Stock  Agreement.

          6.3     STOCK  CERTIFICATE.  Shares  of  Restricted  Stock  shall  be
                  ------------------
registered  in  the  name  of the Eligible Person receiving the Restricted Stock
Award  and  deposited,  together  with a stock power endorsed in blank, with the
Company.  Each  such  certificate  shall  bear  a  legend  in  substantially the
following  form:

          The  transferability  of  this  certificate  and  the  shares of Stock
          represented  by  it  is  restricted  by  and  subject to the terms and
          conditions  (including  conditions of forfeiture) contained in the Mac
          Filmworks  1998  Stock  Option  Plan,  and  an  agreement entered into
          between  the  registered owner and the Company. A copy of the Plan and
          agreement  is  on  file in the office of the Secretary of the Company.

          6.4     RIGHTS AS STOCKHOLDER.  Subject to the terms and conditions of
                  ---------------------
the  Plan,  each  Eligible  Person  receiving a certificate for Restricted Stock
shall  have  all the rights of a stockholder with respect to the shares of Stock
included  in  the  Restricted Stock Award during any period in which such shares
are  subject  to  forfeiture  and  restrictions  on  transfer, including without
limitation,  the  right  to  vote  such  shares.  Dividends paid with respect to
shares  of  Restricted Stock in cash or property other than Stock in the Company
or  rights  to acquire stock in the Company shall be paid to the Eligible Person
currently.  Dividends paid in Stock in the Company or rights to acquire Stock in
the  Company  shall  be  added  to  and  become  a part of the Restricted Stock.

          6.5     LAPSE  OF  RESTRICTIONS.  At the end of the time period during
                  -----------------------
which  any shares of Restricted Stock are subject to forfeiture and restrictions
on  sale,  transfer, alienation, pledge, or other encumbrance, such shares shall
vest  and  will  be delivered in a certificate, free of all restrictions, to the
Eligible Person or to the Eligible Person's legal representative, beneficiary or
heir;  provided the certificate shall bear such legend, if any, as the Committee
determines is reasonably required by applicable law.  By accepting a Stock Award
and  executing a Restricted Stock Agreement, the Eligible Person agrees to remit
when  due  any  federal  and  state  income  and employment taxes required to be
withheld.

          6.6     RESTRICTION PERIOD.  No Restricted Stock Award may provide for
                  ------------------
restrictions  continuing  beyond  ten  (10)  years  from  the  date  of  grant.


                                       10
<PAGE>
                     ARTICLE VII - PERFORMANCE STOCK AWARDS

          7.1     AWARD OF PERFORMANCE STOCK.  The Committee may award shares of
                  --------------------------
Stock,  without  any  payment for such shares, to designated Eligible Persons if
specified  performance  goals  established  by  the Committee are satisfied. The
terms  and  provisions  herein  relating  to  these performance based awards are
intended  to  satisfy  Section  162(m)  of  the  Code  and  regulations  issued
thereunder.  The  designation of an employee eligible for a specific Performance
Stock  Award shall be made by the Committee in writing prior to the beginning of
the  period  for  which  the  performance  is measured (or within such period as
permitted by IRS regulations).  The Committee shall establish the maximum number
of shares of Stock to be issued to a designated Employee if the performance goal
or  goals are met. The Committee reserves the right to make downward adjustments
in  the  maximum  amount of an Award if in its discretion unforeseen events make
such  adjustment  appropriate.

          7.2     PERFORMANCE  GOALS.  Performance  goals  determined  by  the
                  ------------------
Committee  may  be based on specified increases in cash flow, net profits, Stock
price,  Company,  segment  or Affiliate sales, market share, earnings per share,
return  on  assets,  and/or  return  on  stockholders'  equity.

          7.3     ELIGIBILITY.  The  employees  eligible  for  Performance Stock
                  -----------
Awards  are  the senior officers (i.e., chief executive officer, president, vice
presidents,  secretary, treasurer, and similar positions) of the Company and its
Affiliates, and such other employees of the Company and its Affiliates as may be
designated  by  the  Committee.

          7.4     CERTIFICATE  OF  PERFORMANCE.  The  Committee  must certify in
                  ----------------------------
writing  that  a  performance  goal  has  been attained prior to issuance of any
certificate  for  a  Performance  Stock Award to any Employee.  If the Committee
certifies  the  entitlement  of  an Employee to the Performance Stock Award, the
certificate  will  be  issued  to  the  Employee  as  soon  as  administratively
practicable,  and  subject to other applicable provisions of the Plan, including
but  not  limited  to,  all  legal  requirements  and tax withholding.  However,
payment may be made in shares of Stock, in cash, or partly in cash and partly in
shares  of  Stock,  as  the Committee shall decide in its sole discretion.  If a
cash  payment  is  made  in  lieu  of  shares  of  Stock,  the  number of shares
represented by such payment shall not be available for subsequent issuance under
this  Plan.


                          ARTICLE VIII - ADMINISTRATION

          The  Plan  shall  be administered by the Committee.   All questions of
interpretation  and  application  of the Plan and Awards shall be subject to the
determination  of  the  Committee.  A  majority  of the members of the Committee
shall constitute a quorum.  All determinations of the Committee shall be made by
a  majority of its members. Any decision or determination reduced to writing and
signed by a majority of the members shall be as effective as if it had been made
by  a  majority  vote at a meeting properly called and held.  This Plan shall be
administered  in  such a manner as to permit the Options which are designated to
be  Incentive  Options  to  qualify  as  Incentive Options.  In carrying out its
authority under this Plan, the Committee shall have full and final authority and
discretion,  including  but  not  limited  to  the  following rights, powers and
authorities,  to:

               (a)     determine  the  Eligible  Persons to whom and the time or
times  at  which  Options  or  Awards  will  be  made,

               (b)     determine  the number of shares and the purchase price of
Stock  covered  in  each  Option  or  Award,  subject to the terms of the  Plan,

               (c)     determine  the  terms,  provisions and conditions of each
Option  and  Award,  which  need  not  be  identical,


                                       11
<PAGE>
               (d)     accelerate  the  time  at which any outstanding Option or
SAR  may  be  exercised,  or  Restricted  Stock  Award  will  vest,

               (e)     define  the  effect, if any, on an Option or Award of the
death,  disability,  retirement,  or termination of employment of the  Employee,

               (f)     prescribe,  amend  and  rescind  rules  and  regulations
relating  to  administration  of  the  Plan,  and

               (g)     make  all other determinations and take all other actions
deemed  necessary,  appropriate,  or advisable for the proper  administration of
this  Plan.

          The  actions of the Committee in exercising all of the rights, powers,
and  authorities  set  out  in this Article and all other Articles of this Plan,
when  performed  in  good  faith  and  in  its  sole  judgment,  shall be final,
conclusive  and  binding  on  all  parties.


                  ARTICLE IX - AMENDMENT OR TERMINATION OF PLAN

          The  Board of Directors of the Company may amend, terminate or suspend
this  Plan  at any time, in its sole and absolute discretion; provided, however,
that  to  the  extent required to qualify this Plan under Rule 16b-3 promulgated
under  Section  16  of  the  Securities  Exchange  Act  of  1934, as amended, no
amendment  that would (a) materially increase the number of shares of Stock that
may  be  issued  under  this  Plan, (b) materially modify the requirements as to
eligibility for participation in this Plan, or (c) otherwise materially increase
the benefits accruing to participants under this Plan, shall be made without the
approval  of  the Company's stockholders; provided further, however, that to the
extent  required  to maintain the status of any Incentive Option under the Code,
no amendment that would (a) change the aggregate number of shares of Stock which
may  be  issued  under  Incentive  Options,  (b)  change  the class of employees
eligible  to  receive  Incentive  Options,  or (c) decrease the Option price for
Incentive  Options  below  the  Fair Market Value of the Stock at the time it is
granted,  shall  be  made  without  the  approval of the Company's stockholders.
Subject  to  the preceding sentence, the Board of Directors shall have the power
to  make  any  changes  in  the  Plan  and in the regulations and administrative
provisions  under it or in any outstanding Incentive Option as in the opinion of
counsel  for  the  Company  may be necessary or appropriate from time to time to
enable any Incentive Option granted under this Plan to continue to qualify as an
incentive  stock  option  or such other stock option as may be defined under the
Code  so  as  to  receive  preferential  federal  income  tax  treatment.


                            ARTICLE X - MISCELLANEOUS

          10.1     NO  ESTABLISHMENT  OF A TRUST FUND.  No property shall be set
                   ----------------------------------
aside  nor shall a trust fund of any kind be established to secure the rights of
any  Eligible  Person  under this Plan.  All Eligible Persons shall at all times
rely  solely  upon  the  general  credit  of  the Company for the payment of any
benefit  which  becomes  payable  under  this  Plan.

          10.2     NO  EMPLOYMENT  OBLIGATION.  The  granting  of  any Option or
                   --------------------------
Award  shall  not  constitute  an  employment  contract, express or implied, nor
impose upon the Company or any Affiliate any obligation to employ or continue to
employ  any  Eligible  Person.  The  right  of  the  Company or any Affiliate to
terminate  the  employment  of any person shall not be diminished or affected by
reason  of  the  fact  that  an  Option  or  Award  has  been  granted  to  him.


                                       12
<PAGE>
          10.3     FORFEITURE.  Notwithstanding  any  other  provisions  of this
                   ----------
Plan,  if the Committee finds by a majority vote after full consideration of the
facts  that  an  Eligible  Person, before or after termination of his employment
with  the  Company  or  an  Affiliate for any reason (a) committed or engaged in
fraud,  embezzlement, theft, commission of a felony, or proven dishonesty in the
course  of  his employment by the Company or an Affiliate, which conduct damaged
the  Company  or  Affiliate,  or  disclosed  trade  secrets of the Company or an
Affiliate, or (b) participated, engaged in or had a material, financial or other
interest,  whether  as  an  employee, officer, director, consultant, contractor,
stockholder,  owner,  or  otherwise,  in  any  commercial endeavor in the United
States  which  is  competitive  with the business of the Company or an Affiliate
without  the  written  consent  of the Company or Affiliate, the Eligible Person
shall  forfeit all outstanding Options and all outstanding Awards, and including
all exercised Options and other situations pursuant to which the Company has not
yet  delivered a stock certificate.  Clause (b) shall not be deemed to have been
violated  solely  by  reason  of  the  Eligible  Person's  ownership of stock or
securities  of any publicly owned corporation, if that ownership does not result
in  effective  control  of  the  corporation.

          The  decision  of  the  Committee  as  to  the  cause of an Employee's
discharge,  the damage done to the Company or an Affiliate, and the extent of an
Eligible  Person's  competitive  activity  shall  be  final.  No decision of the
Committee,  however,  shall affect the finality of the discharge of the Employee
by  the  Company  or  an  Affiliate  in  any  manner.

          10.4     TAX  WITHHOLDING.  The  Company  or  any  Affiliate  shall be
                   ----------------
entitled  to  deduct from other compensation payable to each Eligible Person any
sums required by federal, state, or local tax law to be withheld with respect to
the  grant  or exercise of an Option or SAR, lapse of restrictions on Restricted
Stock,  or  award  of  Performance  Stock.  In  the alternative, the Company may
require  the  Eligible  Person  (or  other  person exercising the Option, SAR or
receiving the Stock) to pay the sum directly to the employer corporation. If the
Eligible  Person  (or other person exercising the Option or SAR or receiving the
Stock)  is required to pay the sum directly, payment in cash or by check of such
sums  for  taxes shall be delivered within 10 days after the date of exercise or
lapse of restrictions. The Company shall have no obligation upon exercise of any
Option or lapse of restrictions on Stock until payment has been received, unless
withholding  (or  offset  against  a cash payment) as of or prior to the date of
exercise  or  lapse  of  restrictions  is  sufficient to cover all sums due with
respect to that exercise.  The Company and its Affiliates shall not be obligated
to advise an Eligible Person of the existence of the tax or the amount which the
employer  corporation  will  be  required  to  withhold.

          10.5     WRITTEN  AGREEMENT.  Each  Option and Award shall be embodied
                   ------------------
in  a  written  agreement  which shall be subject to the terms and conditions of
this  Plan  and  shall  be  signed by the Eligible Person and by a member of the
Committee  on behalf of the Committee and the Company or an executive officer of
the  Company,  other  than  the  Eligible Person, on behalf of the Company.  The
agreement  may contain any other provisions that the Committee in its discretion
shall  deem  advisable  which  are not inconsistent with the terms of this Plan.

          10.6     INDEMNIFICATION  OF THE COMMITTEE AND THE BOARD OF DIRECTORS.
                   ------------------------------------------------------------
With  respect  to  administration of this Plan, the Company shall indemnify each
present  and  future member of the Committee and the Board of Directors against,
and  each  member  of the Committee and the Board of Directors shall be entitled
without  further act on his part to indemnity from the Company for, all expenses
(including  attorney's  fees, the amount of judgments and the amount of approved
settlements  made  with  a view to the curtailment of costs of litigation, other
than  amounts  paid  to  the  Company  itself)  reasonably  incurred  by  him in
connection  with  or  arising out of any action, suit, or proceeding in which he
may  be involved by reason of his being or having been a member of the Committee
and/or the Board of Directors, whether or not he continues to be a member of the
Committee  and/or  the Board of Directors at the time of incurring the expenses,
including,  without limitation, matters as to which he shall be finally adjudged
in  any  action, suit or proceeding to have been found to have been negligent in
the  performance  of  his  duty  as  a  member  of the Committee or the Board of
Directors.  However,  this  indemnity shall not include any expenses incurred by
any  member of the Committee and/or the Board of Directors in respect of matters
as  to  which  he shall be finally adjudged in any action, suit or proceeding to
have been guilty of gross negligence or willful misconduct in the performance of
his  duty as a member of the Committee and the Board of Directors.  In addition,
no right of indemnification under this Plan shall be available to or enforceable
by any member of the Committee and the Board of Directors unless, within 60 days
after  institution  of any action, suit or proceeding, he shall have offered the
Company,  in  writing,  the  opportunity  to  handle  and defend same at its own
expense.  This right of indemnification shall inure to the benefit of the heirs,
executors  or  administrators  of  each member of the Committee and the Board of
Directors  and shall be in addition to all other rights to which a member of the
Committee  and  the  Board  of  Directors  may  be  entitled as a matter of law,
contract,  or  otherwise.


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          10.7     GENDER.  If  the  context  requires, words of one gender when
                   ------
used  in  this  Plan  shall include the others and words used in the singular or
plural  shall  include  the  other.

          10.8     HEADINGS.  Headings of Articles and Sections are included for
                   --------
convenience  of  reference only and do not constitute part of the Plan and shall
not  be  used  in  construing  the  terms  of  the  Plan.

          10.9     OTHER  COMPENSATION  PLANS.  The  adoption of this Plan shall
                   --------------------------
not  affect  any  other stock option, incentive or other compensation or benefit
plans  in  effect  for the Company or any Affiliate, nor shall the Plan preclude
the Company from establishing any other forms of incentive or other compensation
for  employees  of  the  Company  or  any  Affiliate.

          10.10     OTHER  OPTIONS  OR  AWARDS.  The grant of an Option or Award
                    --------------------------
shall  not  confer  upon  the Eligible Person the right to receive any future or
other Options or Awards under this Plan, whether or not Options or Awards may be
granted  to  similarly situated Eligible Persons, or the right to receive future
Options  or  Awards  upon  the  same  terms or conditions as previously granted.

          10.11     GOVERNING  LAW.  The  provisions  of  this  Plan  shall  be
                    ---------------
construed,  administered,  and governed under the laws of the State of Delaware.


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