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                                                                    EXHIBIT 10.4

                            PLANET RESOURCES, INC.
                           1999 DIRECTOR OPTION PLAN

1.   PURPOSES OF THE PLAN.

     The purposes of the 1999 Director Option Plan are to attract and retain the
best available personnel for service as Outside Directors of the company, to
provide additional incentive to the Outside Directors of the Company to serve as
Directors, and to encourage their continued service on the Board. All options
granted hereunder shall be "non-statutory stock options."

2.   DEFINITIONS.

     As used herein, the following definitions shall apply:

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

          (b) "Code" means the Internal Revenue Code of 1986, as amended.

          (c) "Common Stock" means the Common Stock of the Company.

          (d) "Company" means Planet Resources, Inc., a Delaware corporation.

          (e) "Continuous Status as a Director" means the absence of any
              interruption or termination of service as a Director.

          (f) "Director" means a member of the Board.

          (g) "Employee" means any person, including officers and Directors,
employed by the Company or any Parent or Subsidiary of the Company. The payment
of a Director's fee by the Company and the retention of a director as a
consultant shall not be sufficient in and of itself to constitute "employment"
by the Company.

          (h) "Exchange Act" means the Securities Exchange Act of 1934, as
              amended.

          (i) "Fair Market Value" means, as of any date, the value of Common
              Stock determined as follows:

              (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 of Common Stock 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 board 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 Board deems reliable, or;
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              (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 Board.

          (j) "Option" means a stock option granted pursuant to the Plan.

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

          (l) "Optionee" means an Outside Director who receives an Option.

          (m) "Outside Director" means a Director who is not an Employee.

          (n) "Parent" means a "parent corporation", whether now or hereafter
existing, as defined in Section 424(e) of the Code.

          (o) "Plan" means this 1999 Director Option Plan.

          (p) "Share" means a share of the Common Stock, as adjusted in
accordance with Section 10 of the Plan.

          (q) "Subsidiary" means a "subsidiary corporation", whether now or
hereafter existing, as defined in Section 424(f) of the Internal Revenue Code of
1986.

3.   STOCK SUBJECT TO THE PLAN.

     Subject to the provisions of Section 10 of the Plan, the maximum aggregate
number of Shares which may be optioned and sold under the Plan is 200,000 Shares
(the "Pool") of Common Stock. The Shares may be authorized but unissued, or
reacquired  Common Stock. If an Option should expire or become unexercisable for
any reason without having been exercised in full, the unpurchased Shares which
were subject thereto shall, unless the Plan shall have been terminated, become
available for future grant under the Plan.

4.   ADMINISTRATION OF AND GRANTS OF OPTIONS UNDER THE PLAN.

     (a) Procedure for Grants. The provisions set forth in this Section 4(a)
shall not be amended more than once every six months, other than to comport with
changes in the Code, the Employee Retirement Income Security Act of 1974, as
amended, or the rules thereunder. All grants of Options to Outside Directors
under the Plan shall be automatic and non-discretionary and shall be made
strictly in accordance with the following provisions:

          (i)   No person shall have any discretion to select which Outside
     Directors shall be granted Options or to determine the number of Shares to
     be covered by Options granted to Outside Directors.

          (ii)  Each Outside Director shall be automatically granted an Option
     to purchase 15,000 Shares (the "First Option") on the date on which the
     later of the following events occurs:

                (A) the effective date of this Plan, as determined in accordance
          with Section 6 hereof, or

                (B) the date on which such person first becomes a Director,
          whether through election by the stockholders of the Company or
          appointment by the Board to fill a vacancy.

          (iii) After the First Option has been granted to an Outside Director,
     such Outside Director shall thereafter be automatically granted an Option
     to purchase 1,000 Shares (a "Subsequent Option") each year on the date of
     the annual meeting of stockholders of the Company, if on such date, he
     shall have served on the Board for at least six (6) months.
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          (iv)  Notwithstanding the provisions of subsections (ii) and (iii)
     hereof, any exercise of an Option made before the Company has obtained
     stockholder approval of the Plan in accordance with Section 16 hereof shall
     be conditioned upon obtaining such stockholders approval of the Plan in
     accordance with Section 16 hereof.

          (v)   The terms of a First Option granted hereunder shall be as
follows:
                (A) the terms of the First Option shall be ten (10) years.

                (B) the First Option shall be exercisable only while the Outside
          Director remains a Director of the Company, except as set forth in
          Section 8 hereof.

                (C) the exercise price per Share shall be 100% of the fair
          market value per Share on the date of grant of the First Option.

                (D) the First Option shall become exercisable in installments
          cumulatively as follows: on the date which is the six (6) month
          anniversary of the date of grant, for the greater of 1/8th of the
          Shares subject to the First Option, or 1/48th of the Shares subject to
          the First Option times the number of full months that the Outside
          Director had served in such capacity as of such six (6) month
          anniversary; and thereafter at the rate of 1/48th of the Shares
          subject to the First Option on each monthly anniversary of the date of
          grant.

          (vi)  The terms of a Subsequent Option granted hereunder shall be as
follows:

                (A) the terms of the Subsequent Option shall be ten (10) years.

                (B) the Subsequent Options shall be exercisable only while the
           Outside Director remains a Director of the Company, except as set
           forth in Section 8 hereof.

                (C) the exercise price per Share shall be 100% of the fair
          market value per Share on the date of grant of the Subsequent Option.

                (D) the Subsequent Option shall become exercisable as to 100%
          percent of the Shares subject to the Subsequent Option on the first
          anniversary of its date of grant.

          (vii) In the event that any Option granted under the Plan would cause
     the number of Shares subject to outstanding Options plus the number of
     Shares previously purchased under Options to exceed the Pool, then the
     remaining Shares available for Option grant shall be granted under Options
     to the Outside Directors on a pro rata basis. No further grants shall be
     made until such time, if any, as additional Shares become available for
     grant under the Plan through action of the stockholders to increase the
     number of Shares which may be issued under the Plan or through cancellation
     or expiration of Options previously granted hereunder.

5.   ELIGIBILITY.

     Options may be granted only to Outside Directors. All Options shall be
automatically granted in accordance with the terms set forth in Section 4
hereof. An Outside Director who has been granted an Option may, if he is
otherwise eligible, be granted an additional Option or Options in accordance
with such provisions. The Plan shall not confer upon any Optionee any right with
respect to continuation of service as a Director or nomination to serve as a
Director, nor shall it interfere in any way with any rights which the Director
of the Company may have to terminate his or her directorship at any time.

6.   TERM OF PLAN.
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     The Plan shall become effective upon the earlier to occur of its adoption
by the Board or its approval by the stockholders of the Company as described in
Section 16 of the Plan. It shall continue in effect for a term of ten (10) years
unless sooner terminated under Section 11 of the Plan.

7.   FORM OF CONSIDERATION.

     The consideration to be paid for the Shares to be issued upon exercise of
an Option, including the method of payment, shall consist of (i) cash, (ii)
check, (ii) other shares which (x) in the case of Shares acquired upon exercise
of an Option, have been owned by the Optionee for more than six (6) months on
the date of surrender, and (y) have a Fair Market Value on the date of surrender
equal to the aggregate exercise price of the Shares as to which said Option
shall be exercised, (iv) delivery of a properly executed exercise notice
together with such other documentation as the Company and the broker, if
applicable, shall require to effect an exercise of the Option and delivery to
the Company of the sale or loan proceeds required to pay the exercise price, or
(v) any combination of the foregoing methods of payment.

8.   EXERCISE OF OPTION.

     (a) Procedure for Exercise; Rights as a Stockholder. Any option granted
hereunder shall be exercisable at such times as are set forth in Section 4
hereof; provided, however, that no Options shall be exercisable until
stockholder approval of the Plan in accordance with Section 16 hereof has been
obtained. An Option may not be exercised for a fraction of a Share. An Option
shall be deemed to be exercised when written notice of such exercise has been
given to the Company in accordance with the terms of the Option by the person
entitled to exercise the Option and full payment for the Shares with respect to
which the Option is exercised has been received by the Company. Full payment may
consist of any consideration and method of payment allowable under Section 7 of
the Plan. Until the issuance (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company) of the
stock certificate evidencing such Shares, no right to vote or receive dividends
or any other rights as a stockholder shall exist with respect to the Optioned
Stock, notwithstanding the exercise of the Option. A share certificate for the
number of Shares so acquired shall be issued to the Optionee as soon as
practicable after exercise of the Option. No adjustment will be made for a
dividend or other right for which the record date is prior to the date the stock
certificate is issued, except as provided in Section 10 of the Plan. Exercise of
an Option in any manner shall result in a decrease in the number of Shares which
thereafter may be available, both for purposes of the Plan and for sale under
the Option, by the number of Shares as to which the Option is exercised.

     (b) Rule 16b-3.  Options granted to Outside Directors must comply with the
applicable provisions of Rule 16b-3 promulgated under the Exchange Act or any
successor thereto and shall contain such additional conditions or restrictions
as may be required thereunder to quality for the maximum exemption from
Section 16 of the Exchange Act with respect to Plan transactions.

     (c) Termination of Continuous Status as Director.  In the event an
Optionee's Continuous Status as a Director terminates [other than upon the
Optionee's death or total and permanent disability (as defined in Section
22(e)(3) of the Code)], the Optionee may exercise his or her Option, but only
within three (3) months from the date of such termination, and only to the
extent that the Optionee was entitled to exercise it at the date of such
termination (but in no event later than the expiration of its ten (10) year
term). To the extent that the Optionee does not exercise such Option (to the
extent otherwise so entitled) within the time specified herein, the Option shall
terminate.

     (d) Disability of Optionee. In the event Optionee's Continuous Status as a
Director terminates as a result of total and permanent disability (as defined in
Section 22(e)(3) of the Code), the Optionee may exercise his or her Option, but
only within twelve (12) months from the date of such termination, and only to
the extent that the Optionee was entitled to exercise it at the date of such
termination (but in no event later than the expiration of its ten (10) year
term). To the extent that the Optionee was not entitled to exercise an Option at
the date of termination, or if he or she does not exercise such Option (to the
extent otherwise so entitled) within the time specified herein, the Option shall
terminate.
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     (e) Death of Optionee. In the event Optionee's death, the Optionee's estate
or a person who acquired the right to exercise the Option by bequest or
inheritance may exercise the Option, but only within twelve (12) months
following the date of death, and only to the extent that the Optionee was
entitled to exercise it at the date of death (but in no event later than the
expiration of its ten (10) year term). To the extent that the Optionee was not
entitled to exercise an Option at the date of death, and to the extent that the
Optionee's estate or a person who acquired the right to exercise such Option
does not exercise such Option (to the extent otherwise so entitled) within the
time specified herein, the Option shall terminate.

9.  NON-TRANSFERABILITY OF OPTIONS.

    The Option may not be sold, pledged, assigned, hypothecated, transferred, or
disposed of in any manner other than by will or by the laws of descent or
distribution and may be exercised, during the lifetime of the Optionee, only by
the Optionee.

11.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, MERGER, ASSET SALE
     OR CHANGE OF CONTROL.

     (a) Changes in Capitalization. Subject to any required action by the
stockholders of the Company, the number of Shares covered by each outstanding
Option and the number of Shares which have been authorized for issuance under
the Plan but as to which no Options have yet been granted or which have been
returned to the Plan upon cancellation or expiration of an Option, as well as
the price per Share covered by each such outstanding Option, shall be
proportionately adjusted for any increase or decrease in the number of issued
Shares resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued Shares effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of Shares
subject to an Option.

     (b) Dissolution or Liquidation. In the event of the proposed dissolution or
liquidation of the Company, to the extent that an Option has not been previously
exercised, it will terminate immediately prior to the consummation of such
proposed action.

     (c) Merger or Asset Sale. In the event of a merger of the Company with or
into another corporation, or the sale of substantially all of the assets of the
Company, each outstanding Option shall be assumed or an equivalent option shall
be substituted by the successor corporation or a Parent or Subsidiary of the
successor corporation. In the event that the successor corporation does not
agree to assume the Option or to substitute an equivalent option, each
outstanding Option shall become fully vested and exercisable, including as to
Shares as which it would not otherwise be exercisable, unless the Board, in its
discretion, determines otherwise. If an Option becomes fully vested and
exercisable in the event of a merger or sale of assets, the Board shall notify
the Optionee that the Option shall be fully exercisable for a period of thirty
(30) days from the date of such notice, and the Option will terminate upon the
expiration of such period. For the purposes of this paragraph, the Option shall
be considered assumed if, following the merger or sale of assets, the option or
right confers the right to purchase, for each Share of Option Stock subject to
the Option immediately prior to the merger or sale of assets, the consideration
(whether stock, cash, or other securities or property) received in the merger or
sale of assets by holders of Common Stock for each Share held on the effective
date of the transaction (and if holders were offered a choice of consideration,
the type of consideration chose by the holders of a majority of the outstanding
Shares).

11.  AMENDMENT AND TERMINATION OF THE PLAN.

     (a) Amendment and Termination. Except as set forth in Section 4, the Board
may at any time amend, alter, suspend, or discontinue the Plan, but no
amendment, alteration, suspension, or discontinuation shall be made which would
impair the rights of any Optionee under any grant theretofore made, without his
or her consent. In addition, to the extent necessary and desirable to comply
with Rule 16b-3 under the Exchange Act (or any other
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applicable law or regulation), the Company shall obtain stockholder approval of
any Plan amendment in such a manner and to such a degree as required.

     (b) Effect of Amendment or Termination. Any such amendment or termination
of the Plan shall not affect Options already granted and such Options shall
remain in full force and effect as if this Plan had not been amended or
terminated.

12.  TIME OF GRANTING OPTIONS.

     The date of grant of an Option shall, for all purposes, be the date
determined in accordance with Section 4 hereof. Notice of the determination
shall be given to each Outside Director to whom an Option is so granted within a
reasonable time after the date of such grant.

13.  CONDITIONS UPON ISSUANCE OF SHARES.

     Shares shall not be issued pursuant to the exercise of Option unless the
exercise of such Option and the issuance and delivery of such Shares pursuant
thereto shall comply with all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules
and regulations promulgated thereunder, state securities laws, and the
requirements of any stock exchange upon which the Shares may then be listed, and
shall be further subject to the approval of counsel for the Company with respect
to such compliance. As a condition to the exercise of an Option, the Company may
require the person exercising such Option to represent and warrant at the time
of any such exercise that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares, if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned relevant provisions of law.

     Inability of the Company to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the Company's counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall relieve
the Company of any liability in respect of the failure to issue or sell such
Shares as to which such requisite authority shall not have been obtained.

14.  RESERVATION OF SHARES.

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

15.  OPTION AGREEMENT.

     Options shall be evidenced by written option agreements in such form as the
Board shall approve.

16.  STOCKHOLDER APPROVAL.

     Continuation of the Plan shall be subject to approval by the stockholders
of the Company at or prior to the first annual meeting of stockholders held
subsequent to the granting of an Option hereunder. Such stockholder approval
shall be obtained in the degree and manner required under applicable state and
federal law.