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                                                                    EXHIBIT 10.1

                            PLANET RESOURCES, INC.
                            1999 STOCK OPTION PLAN


1.   PURPOSE OF THE PLAN

     This Stock Option Plan (the "Plan") is intended as an incentive to key
employees of Planet Resources, Inc. (the "Company").  Its purposes are to retain
employees with a high degree of training, experience and ability, to attract new
employees whose services are considered unusually valuable, to encourage the
sense of proprietorship of such persons and to stimulate the active interest of
such persons in the development and financial success of the Company.

2.   ADMINISTRATION OF THE PLAN

     (a) Stock Option Committee.  The Board of Directors shall appoint and
maintain a Stock Option Committee (the "Committee") which shall consist of at
least two (2) members of the Board of Directors, none of whom is an officer or
employee of the Company, who shall serve at the pleasure of the Board.  The
Committee may from time to time grant incentive stock options and non-qualified
stock options ("Stock Options") under the Plan to the persons described in
Section 3 hereof.  No member of such Committee shall be eligible to receive
Stock Options under this Plan during his or her tenure on the Committee.
Members of the Committee shall be subject to any additional restrictions
necessary to satisfy the disinterested administration of the Plan as required in
Rule 16b-3 under the United States Securities Exchange Act of 1934 (the "Act")
as it may be amended from time to time.

     (b) Powers of Committee.  The Committee shall have full power and authority
to interpret the provisions of the Plan and supervise its administration.  All
decisions and selections made by the Committee pursuant to the provisions of the
Plan shall be made by a majority of its members.  Any decision reduced to
writing and signed by a majority of the members shall be fully effective as if
adopted by a majority at a meeting duly held.  The Committee shall have full and
final authority to determine (i) the persons to whom Stock Options hereunder
shall be granted, (ii) the number of shares to be covered by each Stock Option
except that no optionee may be granted Stock Options for more than 300,000
Shares during the life of the Plan, and (iii) whether such Stock Option shall be
designated an "incentive stock option" or a "non-qualified stock option."

     (c) Limitation of Committee Member Liability.  No member of the Committee
shall be liable for anything done or omitted to be done by him or by her or any
other member of the Committee in connection with the Plan, except for his or her
own willful misconduct or as expressly provided by statute.

     (d) Forfeiture of Options For Detrimental Activity.  If the exercise period
of an outstanding Stock Option is continued following a holder's termination of
employment due to retirement as provided in Section 5(e)(ii)(C), the Committee
shall have the authority in its discretion to cause such Stock Option to be
forfeited in the event that such holder engages in "detrimental activity" as
described in Section 5(e)(ii)(C).

3.   GRANTS OF STOCK OPTIONS

     (a) Eligibility.  The persons eligible for participation in the Plan as
recipients of Stock Options shall include only employees of the Company or its
subsidiary corporations as defined in Section 424(f) of the Internal Revenue
Code of 1986, as amended from time to time (the "Code") and hereinafter referred
to as "subsidiaries", who are executive, administrative, professional or
technical personnel who have responsibilities affecting the management,
direction, development and financial success of the Company or its subsidiaries.
An employee may receive more than one grant of Stock Options at the Committee's
discretion including simultaneous grants of different forms of Stock Options.

     (b) Committee Determines Terms and Conditions of Options.  The Committee in
granting Stock Options hereunder shall have discretion to determine the terms
and conditions upon which such Stock Options may be exercisable, including a
designation of Stock Options as "incentive stock options" under Section 422 of
the Code,

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and shall so designate at the time of any grant if the Stock Option is to be an
incentive stock option. Each grant of a Stock Option shall be confirmed by an
Agreement consistent with this Plan which shall be executed by the Company and
by the person to whom such Stock Option is granted. The Committee shall have the
right to determine the period of time, if any, during which the recipient must
remain in the employment of the Company or a subsidiary as a condition to the
exercise of any Stock Option. Any Stock Option may provide that the
exercisablity thereof, or of any installment or portion thereof, is subject to
the satisfaction of any other terms and conditions as the Committee may
determine, such as, but not limited to, the market price of the Shares,
satisfaction of goals for the employee or performance of the Company.

     (c) Employment Includes Employment with Subsidiaries.  For purposes of this
Plan, employment with the Company shall include employment with any subsidiary
of the Company, and the Stock Options granted under this Plan shall not be
affected by an employee's transfer of employment from the Company to a
subsidiary, from a subsidiary to the Company or between subsidiaries.

     (d) Method of Exercise.  Subject to the provisions of this Plan, an
optionee may exercise Stock Options, in whole or in part, at any time when the
Stock Option is exercisable by written notice of exercise to the Company on a
form provided by the Committee specifying the number of Shares subject to the
Stock Option to be purchased.  Except where waived by the Committee, such notice
shall be accompanied by payment in full of the purchase price by cash or check
or such other form of payment as the Company may accept.  If approved by the
Committee, payment in full or in part may also be made (i) by delivering Shares
already owned by the optionee (which Shares shall have been owned by the
optionee for not less than 6 months if the optionee is subject to Section 16 of
the Act) having a total Fair Market Value on the date of such delivery equal to
the purchase price; (ii) by the execution and delivery of a note or other
evidence of indebtedness (and any security agreement thereunder) satisfactory to
the Committee; (iii) by authorizing the Company to retain Shares which would
otherwise be issuable upon exercise of the Stock Option having a total Fair
Market Value on the date of delivery equal to the purchase price; (iv) by the
delivery of cash or the extension of credit by a broker-dealer to whom the
optionee has submitted a notice of exercise or otherwise indicated an intent to
exercise a Stock Option (in accordance with applicable regulations of the board
of governors of the Federal Reserve System, and any other requirement of law, a
so-called "cashless" exercise); (v) by certifying ownership of Shares to the
satisfaction of the Committee for later delivery to the Company as specified by
the Committee; or (vi) by any combination of the foregoing.

4.   SHARES SUBJECT TO THE PLAN

     Subject to adjustment as provided in Section 8 hereof, there shall be
subject to the Plan 300,000 shares of Common Stock, par value $0.001 per share,
of the Company (the "Shares").  The Shares subject to the Plan shall consist of
authorized and unissued Shares or previously issued Shares reacquired and held
by the Company or any subsidiary.  Should any Stock Option expire or be
terminated prior to its exercise in full and prior to the termination of the
Plan, the Shares theretofore subject to such Stock Option shall be available for
further grants under the Plan.  Until termination of the Plan, the Company
and/or one or more subsidiaries shall at all times make available a sufficient
number of Shares to meet the requirements of the Plan.  After termination of the
Plan, the number of Shares reserved for purposes of the Plan from time to time
shall be only such number of Shares as are issuable under then outstanding Stock
Options.

5.   TERMS OF STOCK OPTIONS

     (a) Incentive Stock Options.  Stock Options granted under this Plan which
are designated as incentive stock options may be granted with respect to any
numbers of Shares, subject to the limitation that the aggregate "Fair Market
Value" of such Shares (determined in accordance with Section 5(b) of the Plan at
the time the Stock Option is granted) with respect to which such Stock 2 Options
are exercisable for the first time by an employee during any one calendar year
(under all such plans of the Company and any subsidiary of the Company) shall
not exceed $100,000.  To the extent that the aggregate Fair Market Value of
Shares with respect to which incentive stock options (determined without regard
to this subsection) are exercisable for the first time by any employee during
any calendar year (under all plans of the employer corporation and its parent
and subsidiary corporations) exceeds $100,000, such Stock Options shall be
treated as Stock Options which are not incentive stock options.

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     (b) Purchase Price For Shares Subject to Stock Options.  The purchase price
of each Share subject to a Stock Option shall be determined by the Committee
prior to granting a Stock Option.  The Committee shall set the purchase price
for each Share at such price as the Committee in its sole discretion shall
determine.  If such Stock Option is an incentive stock option, the purchase
price shall be not less than the fair market value (the "Fair Market Value") of
each Share on the date the Stock Option is granted, or where granted to an
individual who owns or who is deemed to own stock possessing more than ten
percent (10%) of the combined voting power of all classes of stock of the
Company, not less than one hundred ten percent (110%) of such Fair Market Value
per Share.  The Fair Market Value of a Share on a particular date shall be
deemed to be (i) if the Common Stock is listed on any established stock exchange
or a national market system, including without limitation the National Market
System of the National Association of Securities Dealers, Inc.  Automated
Quotation ("NASDAQ") System.  The Fair Market Value of a Share shall be the
closing sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such system or exchange (or the exchange with the
greatest volume of trading in Common Stock) on the date of grant, as reported in
The Wall Street Journal or such other source as the Committee deems reliable;
(ii) if the Common Stock is quoted on the NASDAQ System (but not on the National
Market System thereof) or regularly quoted by a recognized securities dealer but
selling prices are not reported, the Fair Market Value of a Share of Common
Stock shall be the mean between the bid and asked prices for the Common Stock on
the last market trading day prior to the day of determination, as reported in
the Wall Street Journal or such other source as the Committee deems reliable, or
(iii) in the absence of an established market for the Common Stock, the Fair
Market Value thereof shall be determined in accordance with a formula fixed in
good faith by the Committee.

     (c)  Installments

          (i)   Exercisable in Installments. Each Stock Option granted hereunder
     shall be exercisable in one or more installments (annual or other) on such
     date or dates as the Committee may in its sole discretion determine, and
     the terms of such exercise shall be set forth in the Stock Option Agreement
     covering the grant of the Stock Option, provided that no Stock Option may
     be exercised after the expiration of ten (10) years from the date such
     Stock Option is granted.

          (ii)  Installments are Cumulative. Except as provided in paragraph (e)
     below, the right to purchase Shares pursuant to a Stock Option shall be
     cumulative so that when the right to purchase any Shares has accrued such
     Shares or any part thereof may be purchased at any time thereafter until
     the expiration or termination of the Stock Option.

     (d) Amendment of Options.  At any time at or after the granting of any
Stock Option, the Committee shall have the right to amend any provision thereof,
including, without limitation, to change the exercise price and the installment
exercise dates, subject, however, to any applicable limitations concerning
options designated as incentive stock options and to any limitations provided by
the Act, by Rule 16b-3 and by any other rule issued under the Act; provided,
however, that no Stock Option shall be amended to increase the exercise price,
extend the date on which such Stock Option or any installment thereof shall
become exercisable or shorten the term of the Stock Option without the consent
of the optionee.

     (e)  Termination

          (i)   Termination of Employment.

                (A) If the optionee's employment with the Company is terminated
          with the consent of the Company and provided such employment is not
          terminated for cause (of which the 3 Committee shall be the sole
          judge), the Committee may permit such Stock Option to be exercised by
          such optionee at any time during the period of three (3) months after
          such termination, provided that such Stock Option may be exercised
          before expiration and within such three-month period only to the
          extent it was exercisable on the date of such termination.

                (B) In the event an optionee dies while in the employ of the
          Company or dies after termination of employment but prior to the
          exercise in full of any Stock Option which was exercisable on the date
          of such termination, such Stock Option may be exercised before
          expiration

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          by the optionee's personal representative during the period of twelve
          (12) months after the date of death to the extent exercisable by the
          optionee at the date of death.

                (C) If the optionee's employment with the Company is terminated
          without the consent of the Company for any reason other than the death
          of the optionee, or if the optionee's employment with the Company is
          terminated for cause, his rights under any then outstanding Stock
          Option shall terminate immediately. The Committee shall be the sole
          judge of whether the optionee's employment is terminated without the
          consent of the Company or for cause.

          (ii)  Termination at Retirement.

                (A) If the optionee's employment with the Company is terminated
          due to retirement in the Committee's sole discretion, such Stock
          Option shall be exercisable by such optionee at any time during the
          period of sixty (60) months after such termination or the remainder of
          the option period, whichever is less, provided that such Stock Option
          may be exercisable after such termination and before expiration only
          to the extent that it is exercisable on the date of such termination.

                (B) In the event an optionee dies during such extended exercise
          period, such Stock Option may be exercised by the optionee's personal
          representative during the period of twelve (12) months after the date
          of death to the extent exercisable by the optionee at the date of
          death and to the extent the Stock Option does not expire within such
          twelve (12) months.

                (C) Notwithstanding the foregoing, if at any time after
          termination due to retirement the optionee engages in "detrimental
          activity" (as hereinafter defined), the Committee in its discretion
          may cause the optionee's right to exercise such Stock Option to be
          forfeited. Such forfeiture may occur at any time subsequent to the
          date that is three (3) months after the optionee's termination of
          employment and prior to the exercise of such Stock Option. If an
          allegation of detrimental activity by an optionee is made to the
          Committee, the exercisability of the optionee's Stock Options will be
          suspended for up to two months to permit the investigation of such
          allegation. For purposes of this Section 5(c)(v), "detrimental
          activity" means activity that is determined by the Committee in its
          sole and absolute discretion to be detrimental to the interests of the
          Company or any of its subsidiaries, including but not limited to
          situations where such optionee: (1) divulges trade secrets of the
          company, proprietary data or other confidential information relating
          to the Company or to the business of the Company and any subsidiaries,
          (2) enters into employment with a competitor under circumstances
          suggesting that such optionee will be using unique or special
          knowledge gained as a Company employee to compete with the Company,
          (3) is convicted by a court of competent jurisdiction of any felony or
          a crime involving moral turpitude, (4) uses information obtained
          during the course of his or her prior employment for his or her own
          purposes, such as for the solicitation of business, (5) is determined
          to have engaged (whether or not prior to termination due to
          retirement) in either gross misconduct or criminal activity harmful to
          the Company, or (6) takes any action that harms the business
          interests, reputation, or goodwill of the Company and/or its
          subsidiaries.

          (iii) Ten Year Term Limitation on Options.  Notwithstanding the other
     provisions of this paragraph (e), in no event may a Stock Option be
     exercised after the expiration of ten (10) years from the date such Stock
     Option is granted.

     (f) Restrictions on Transfer of Shares.  At the time of the grant of a
Stock Option, the Committee may determine that the Shares covered by such Stock
Option shall be restricted as to transferability.  If so restricted, such Shares
shall not be sold, transferred or disposed of in any manner, and such Shares
shall not be pledged or otherwise hypothecated until the restriction expires by
its terms.  The circumstances under which any such restriction shall expire
shall be determined by the Committee and shall be set forth in the Stock Option
Agreement covering the grant of the Stock Option to purchase such Shares.

6.   ASSIGNABILITY OF STOCK OPTIONS

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     Stock Options granted under the Plan shall not be assignable or otherwise
transferable by the recipient except by will or the laws of descent and
distribution, subject to the provisions of Section 5(e).  Otherwise, Stock
Options granted under this Plan shall be exercisable during the lifetime of the
recipient (except as otherwise provided in the Plan or the applicable Agreement
for Stock Options other than incentive stock options) only by the recipient for
his or her individual account, and no purported assignment or transfer of such
Stock Options thereunder, whether voluntary or involuntary, by operation of law
or otherwise, shall vest in the purported assignee or transferee any interest or
right therein whatsoever but immediately upon any such purported assignment or
transfer, or any attempt to make the same, such Stock Options thereunder shall
terminate and become of no further effect.

7.   TAXES

     The Committee may make such provisions and rules as it may deem appropriate
for the withholding of taxes in connection with any Stock Options granted under
the Plan.  An optionee, in the discretion of the Committee, may elect to satisfy
all or any portion of the United States tax required to be withheld by the
Company in connection with the exercise of such Stock Option by electing to have
the Company withhold a number of Shares having a Fair Market Value on the date
of exercise equal to or less than the amount required to be withheld.  An
optionee's election pursuant to the preceding sentence must be made on or before
the date of exercise and must be irrevocable.

8.   REORGANIZATIONS AND RECAPITALIZATION OF THE COMPANY

     (a) Plan Does Not Limit Company Actions.  The existence of this Plan and
Stock Options granted hereunder shall not affect in any way the right or power
of the Company or its stockholders to make or authorize any or all adjustments,
recapitalization, 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 stocks ahead of or
affecting the Shares or the rights thereof, or the dissolution or liquidation of
the Company, or any sale or transfer of all or any part of its assets or
business, or any other corporate act or proceeding, whether of a similar
character or otherwise.

     (b) No Adjustment for Future Issuances of Shares.  Except as hereinafter
provided, the issue by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, for cash or property,
or for labor or services, either upon direct sale or upon exercise of rights or
warrants to subscribe therefor, or upon conversion of shares or obligations of
the Company convertible into such shares or other securities, shall not affect,
and no adjustment by reason thereof shall be made with respect to, the number of
Shares subject to Stock Options granted hereunder.

     (c) Antidilution For Certain Capital Adjustments.  The Shares with respect
to which Stock Options may be granted hereunder are shares of the Common Stock
of the Company as presently constituted, but if, and whenever, prior to the
delivery by the Company or a subsidiary of all of the Shares which are subject
to the Stock Options or rights granted hereunder, the Company shall effect a
subdivision or consolidation of shares or other capital readjustments, the
payment of a stock dividend or other increase or reduction of the number of
shares of the Common Stock outstanding without receiving compensation therefor
in money, services or property, the number of Shares subject to the Plan shall
be proportionately adjusted and the number of Shares with respect to which Stock
Options granted hereunder may thereafter be exercised shall:

          (i)   in the event of an increase in the number of outstanding Shares,
     be proportionately increased, and the cash consideration (if any) payable
     per Share shall be proportionately reduced; and

          (ii)  in the event of a reduction in the number of outstanding Shares,
     be proportionately reduced, and the cash consideration (if any) payable per
     Share shall be proportionately increased.

     (d) Mergers and Consolidations.  If the Company merges with one or more
corporations, or consolidates with one or more corporations and the Company
shall be the surviving corporation, thereafter, upon any exercise of Stock
Options granted hereunder, the recipient shall, at no additional cost (other
than the option price, if any) be entitled to receive (subject to any required
action by stockholders) in lieu of the number of Shares as

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to which such Stock Options shall then be exercisable the number and class of
shares of stock or other securities to which the recipient would have been
entitled pursuant to the terms of the agreement of merger or consolidation, if
immediately prior to such merger or consolidation the recipient had been the
holder of record of the number of shares of Common Stock of the Company equal to
the number of Shares as to which such Stock Options shall be exercisable. Upon
any reorganization, merger or consolidation where the Company is not the
surviving corporation or upon liquidation or dissolution of the Company, all
outstanding Stock Options shall, unless provisions are made in connection with
such reorganization, merger or consolidation for the assumption of such Stock
Options, be canceled by the Company as of the effective date of any such
reorganization, merger or consolidation, or of any dissolution or liquidation of
the Company, by giving notice to each holder thereof or his or her personal
representative of its intention to do so and by permitting the exercise during
the thirty-day period next preceding such effective date of all Stock Options
which are outstanding as of such date, whether or not otherwise exercisable.

9.   PLAN TERM

     The Plan shall be effective January 28, 1999.  No Stock Options shall be
granted pursuant to this Plan after ____________.

10.  STOCK APPRECIATION RIGHTS

     (a) General.  The Committee shall have authority to grant Stock
Appreciation Rights under the Plan at any time or from time to time.  Subject to
the employee's satisfaction in full of any conditions, restrictions or
limitations imposed in accordance with the Plan or an Agreement, a Stock
Appreciation Right shall entitle the employee to surrender to the Company the
Stock Appreciation Right and to be paid therefor in Shares, cash or a
combination thereof as herein provided, the amount described in Section
10(c)(ii) below.

     (b) Grant.  Stock Appreciation Rights may be granted in conjunction with
all or part of any Stock Option granted under the Plan and the exercise of such
a Stock Appreciation Right shall require the cancellation of a corresponding
portion of the Stock Option (and the exercise of a Stock Option shall result in
a corresponding cancellation of the Stock Appreciation Right).  In the case of a
Stock Option other than an incentive stock option, such rights may be granted
either at or after the time of grant of such Stock Option.  In the case of an
incentive stock option, such rights may be granted only at the time of grant of
such Stock Option.  A Stock Appreciation Right may also be granted on a stand
alone basis.  The grant of a Stock Appreciation Right shall occur as of the date
the Committee determines.  Each Stock Appreciation Right granted under the Plan
shall be evidenced by an Agreement, which shall embody the terms and conditions
of such Stock Appreciation Right and which shall be subject to the terms and
conditions set forth in the Plan.

     (c) Terms and Conditions.  Stock Appreciation Rights shall be subject to
such terms and conditions as shall be determined by the Committee, including the
following:

          (i)   Period and Exercise. The term of a Stock Appreciation Right
     shall be established by the Committee. If granted in conjunction with a
     Stock Option, the Stock Appreciation Right shall have a term which is the
     same as the period for the Stock Option and shall be exercisable only at
     such 6 time or times and to the extent the related Stock Options would be
     exercisable. A Stock Appreciation Right which is granted on a stand alone
     basis shall be for such period and shall be exercisable at such times and
     to the extent provided in an Agreement. Stock Appreciation Rights shall be
     exercised by the employee's giving written notice of exercise on a form
     provided by the Committee (if available) to the Company specifying the
     portion of the Stock Appreciation Right to be exercised.

          (ii)  Amount. Upon the exercise of a Stock Appreciation Right, an
     employee shall be entitled to receive an amount in cash, Shares or both as
     determined by the Committee or as otherwise permitted in an Agreement equal
     in value to the excess of the Fair Market Value per Share over the price
     per Share of Common Stock specified in the related Agreement multiplied by
     the number of Shares in respect of which the Stock Appreciation Right is
     exercised. In the case of a Stock Appreciation Right granted on a stand-
     alone basis, the Agreement shall specify the value to be used in lieu of
     the price per Share. The aggregate Fair Market Value per Share shall be
     determined as of the date of exercise of such Stock Appreciation Right.

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          (iii) Special Rules. In the case of Stock Appreciation Rights relating
     to Stock Options held by employees who are actually or potentially subject
     to Section 16(b) of the Act

                (A) The Committee may require that such Stock Appreciation
          Rights be exercised only in accordance with the applicable "window
          period" provisions of Rule 16b-3;

                (B) The Committee may provide that the amount to be paid upon
          exercise of such Stock Appreciation Rights (other than those relating
          to incentive stock options) during a Rule 16b-3 "window period" shall
          be based on the highest mean sales price of the Shares on the
          principal exchange on which the Shares are traded, NASDAQ or other
          relevant market for determining value on any day during such "window
          period"; and

                (C) No Stock Appreciation Right shall be exercisable during the
          first six months of its term, except that this limitation shall not
          apply in the event of death of the employee prior to the expiration of
          the six-month period.

          (iv)  Non-transferability of Stock Appreciation Rights. Stock
     Appreciation Rights shall be transferable only when and to the extent that
     a Stock Option would be transferable under the Plan unless otherwise
     provided in an Agreement.

          (v)   Termination. A Stock Appreciation Right shall terminate at such
     time as a Stock Option would terminate under the Plan, unless otherwise
     provided in an Agreement.

          (vi)  Effect on Shares Under the Plan. To the extent required by Rule
     16b-3, upon the exercise of a Stock Appreciation Right, the Stock Option or
     part thereof to which such Stock Appreciation Right is related shall be
     deemed to have been exercised for the purpose of the limitation set forth
     in Section 4 on the number of Shares to be issued under the Plan, but only
     to the extent of the number of Shares covered by the Stock Appreciation
     Right at the time of exercise based on the value of the Stock Appreciation
     Right at such time.

          (vii) Incentive Stock Option.  A Stock Appreciation Right granted in
     tandem with an incentive stock option shall not be exercisable unless the
     Fair Market Value of the Shares on the date of exercise exceeds the
     exercise price.  In no event shall any amount paid pursuant to the Stock
     Appreciation Right exceed the difference between the Fair Market Value on
     the date of exercise and the exercise price.

11.  AMENDMENT OR TERMINATION

     The Board of Directors may amend, alter or discontinue the Plan at any time
insofar as permitted by law, but no amendment or alteration shall be made
without the approval of the stockholders:

          (a) if and to the extent such amendment is required to be approved by
     stockholders to continue the exemption provided for in Rule 16b-3 (or any
     successor provision) under the Act; or

          (b) if and to the extent such amendment requires stockholder approval
     under Section 422 of the Code (or any successor provision).

     No amendment of the Plan shall alter or impair any of the rights or
obligations of any person, without his consent, under any option or right
theretofore granted under the Plan.

12.  GOVERNMENT REGULATIONS

     Notwithstanding any of the provisions hereof, or of any Stock Option
granted hereunder, the obligation of the Company or any subsidiary to sell and
deliver Shares under such Stock Option or to make cash payments in respect
thereto shall be subject to all applicable laws, rules and regulations and to
such approvals by any governmental agencies or national securities exchanges as
may be required, and the recipient shall agrees that he

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will not exercise or convert any Stock Option granted hereunder, and that the
Company or any subsidiary will not be obligated to issue any Shares or make any
payments under any such Stock Option if the exercise thereof or if the issuance
of such Shares or if the payment made shall constitute a violation by the
recipient or the Company or any subsidiary of any provision of any applicable
law or regulation of any governmental authority.

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