VSOURCE,  INC.
                             2000 STOCK OPTION PLAN
                              Adopted July 7, 2000



     1.     PURPOSES.
            --------

            (a)   The  purpose  of the Vsource, Inc. 2000 Stock Option Plan (the
"PLAN")  is  to  provide  a  means  by  which  Employees  and  Directors  of and
Consultants  to  the Company, and its Affiliates, may be given an opportunity to
benefit from increases in value of the stock of the Company through the granting
of  (i)  Incentive  Stock Options and (ii) Nonstatutory Stock Options as defined
below.

            (b)   The  Company,  by  means  of  the  Plan,  seeks  to retain the
services  of persons who are now Employees or Directors of or Consultants to the
Company,  to  secure  and  retain  the  services of new Employees, Directors and
Consultants, and to provide incentives for such persons to exert maximum efforts
for  the  success  of  the  Company.

            (c)   The  Company  intends  that  the Options issued under the Plan
shall,  in  the discretion of the Board or any Committee to which responsibility
for  administration  of the Plan has been delegated pursuant to subsection 3(c),
be  Options  granted  pursuant  to  Section  6  hereof.  All  Options  shall  be
separately  designated  Incentive Stock Options or Nonstatutory Stock Options at
the  time  of  grant,  and  in  such  form  as issued pursuant to Section 6.   A
separate  certificate  or  certificates  will  be issued for shares purchased on
exercise  of  each  type  of  Option.

     2.     DEFINITIONS.
            -----------

            (a)   "AFFILIATE"  means  any  parent  corporation  or  subsidiary
corporation,  whether  now  or hereafter existing, as those terms are defined in
Sections  424(e)  and  (f)  respectively,  of  the  Code.

            (b)   "BOARD"  means  the  Board  of  Directors  of  the  Company.

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

            (d)   "COMMITTEE"  is  defined  in  Section  3(c)  of  this  Plan.

            (e)   "COMPANY"  means  Vsource,  Inc.,  a  Nevada  corporation.


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            (f)   "CONSULTANT"  means  any person, including an advisor, engaged
by the Company or an Affiliate to render, and who does render, bonafide services
other  than  in  connection  with  the  offer  and  sale  of  securities  in  a
capital-raising  transaction,  and  who is compensated for such services; and to
the  extent  the  Company is seeking to grant an Option pursuant hereto under an
exemption from registration under Rule 701 promulgated under the Securities Act,
the term "Consultant" shall be limited to natural persons for so long as that is
a  requirement  under  such  Rule  701.

            (g)   "CONTINUOUS  STATUS  AS  AN  EMPLOYEE, DIRECTOR OR CONSULTANT"
means  the  employment  or  relationship  as  a  Director  or  Consultant is not
interrupted  or  terminated  by the Company or any Affiliate.  The Board, in its
sole  discretion,  may  determine  whether  Continuous  Status  as  an Employee,
Director  or Consultant shall be considered interrupted in the case of:  (i) any
leave of absence approved by the Board, including sick leave, military leave, or
any  other  personal  leave;  provided,  however, that for purposes of Incentive
Stock  Options,  any  such  leave  may  not  exceed  ninety  (90)  days,  unless
reemployment  upon  the  expiration  of  such  leave  is  guaranteed by contract
(including  certain  Company  policies)  or  statute;  or (ii) transfers between
locations  of  the  Company or between the Company, Affiliates or its successor.

            (h)   "DIRECTOR"  means  a  member  of  the  Board.

            (i)   "DISABILITY"  means  total and permanent disability as defined
in  Section  22(e)(3)  of  the  Code.

            (j)   "EMPLOYEE" means any person, including Officers and Directors,
employed  by  the Company or any Affiliate of the Company.  Neither service as a
Director  or  Consultant  nor payment of a director's fee or Consultant's fee by
the  Company  shall  be  sufficient  to  constitute "employment" by the Company.

            (k)   "EXCHANGE  ACT"  means the Securities Exchange Act of 1934, as
amended.

            (l)   "FAIR  MARKET  VALUE"  means,  as of any date, the fair market
value  of  the  common  stock  of the Company as determined in good faith by the
Board.  At such time as the common stock of the Company is traded on an exchange
or  nationally recognized trading system, the fair market value of the Company's
stock  will  be based on the prices at which the stock is traded in that market.


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            (m)   "INCENTIVE  STOCK  OPTION" means an Option intended to qualify
as  an  incentive stock option within the meaning of Section 422 of the Code and
the  regulations  promulgated  thereunder.

            (n)   "NON-EMPLOYEE  DIRECTOR" means a Director who is not currently
an Officer or otherwise employed by the Company or a parent or subsidiary of the
Company,  does not receive compensation directly or indirectly from the Company,
its  parent  or  any  subsidiary,  for  services as a consultant or in any other
capacity  other  than  as  a director, except for an amount for which disclosure
would  not  be  required  pursuant  to  Item  404(a)  of  Regulation  S-K of the
Securities  and  Exchange  Commission; does not possess an interest in any other
transaction  for which disclosure would be required pursuant to said Item 404(a)
of  Regulation  S-K;  and  is  not  engaged in a business relationship for which
disclosure  would  be  required  pursuant to said Item 404(b) of Regulation S-K.

            (o)   "NONSTATUTORY  STOCK  OPTION"  means an Option not intended to
qualify  as  an  Incentive  Stock  Option.

            (p)   "OFFICER"  means  a  person  who  is an officer of the Company
within  the  meaning  of  Section  16  of  the  Exchange  Act  and the rules and
regulations  promulgated  thereunder.

            (q)   "OPTION"  means  a  stock option granted pursuant to the Plan.

            (r)   "OPTION  AGREEMENT"  means  a  written  agreement  between the
Company  and  an  Optionee  evidencing the terms and conditions of an individual
Option  grant.  The  Option  Agreement is subject to the terms and conditions of
the  Plan.

            (s)   "OPTIONEE" means an Employee, Director or Consultant who holds
an  outstanding  Option.

            (t)   "PLAN"  means  this  Vsource,  Inc.  2000  Stock  Option Plan.

            (u)   "RULE  16B-3"  means  Rule  16b-3  of  the Exchange Act or any
successor  to  Rule  16b-3, as in effect when discretion is being exercised with
respect  to  the  Plan.

            (v)   "SECURITIES  ACT"  means  the  Securities  Act  of  1933,  as
amended.


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     3.     ADMINISTRATION
            --------------

            (a)   The  Plan  shall be administered by the Board unless and until
the  Board  delegates  administration  to a Committee, as provided in subsection
3(c).

            (b)   The  Board  shall  have  the power, subject to, and within the
limitations  of,  the  express  provisions  of  the  Plan:

                  (1)  To  determine  from  time  to  time  which of the persons
eligible  under  the  Plan  shall  be granted Options; whether an Option will be
granted  as  an  Incentive  Stock  Option  or a Nonstatutory Stock Option or any
combination of the two; when and how Options shall be granted; the provisions of
each Option Agreement (which need not be identical), including the time or times
when a person shall be permitted to receive stock pursuant to an Option; and the
number  of  shares  with  respect to which Options shall be granted to each such
person.

                  (2)  To  construe  and  interpret the Plan and Options granted
under  it,  and  to  establish,  amend  and revoke rules and regulations for its
administration.  The  Board,  in  the  exercise  of  this power, may correct any
defect,  omission  or inconsistency in the Plan or in any Option Agreement, in a
manner  and  to the extent it shall deem necessary or expedient to make the Plan
fully  effective.

                  (3)  To  amend  the  Plan  as  provided  in  Section  14.

                  (4)  Generally,  to  exercise  such powers and to perform such
acts  as the Board deems necessary or expedient to promote the best interests of
the  Company.

            (c)   The  Board  may  delegate  administration  of  the  Plan  to a
committee  composed  of not fewer than two (2) members (the "COMMITTEE"), all of
the  members  of  which  Committee  shall  be  Non-Employee  Directors.  If
administration  is  delegated  to  a  Committee,  the  Committee  shall have, in
connection with the administration of the Plan, the powers theretofore possessed
by  the  Board  (and references in this Plan to the Board shall thereafter be to
the Committee), subject, however, to such resolutions, not inconsistent with the
provisions  of  the Plan, as may be adopted from time to time by the Board.  The
Board  may  abolish  the  Committee  at  any  time  and  revest in the Board the
administration  of  the  Plan.  Additionally,  prior  to  the  date of the first
registration  of  an  equity  security  of  the  Company under Section 12 of the
Exchange Act, and notwithstanding anything to the contrary herein, the Board may
delegate  administration  of  the  Plan  to  any  person or persons and the term
"Committee" shall apply to any person or persons to whom such authority has been
delegated.


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<PAGE>
     4.     SHARES  SUBJECT  TO  THE  PLAN.
            ------------------------------

            (a)   Subject  to  the  provisions  of  Section  11  relating  to
adjustments  upon changes in the common stock of the Company, the stock that may
be  issued  pursuant  to  Options granted hereunder shall be common stock of the
Company  and  shall  not exceed in the aggregate the lesser of (i) seven hundred
ninety  five  thousand  (795,000)  shares of the Company's common stock, and (if
applicable)  (ii)  that  number of shares that when added to the total number of
shares  called  for  under  any other stock bonus or similar plan of the Company
would  equal  30%  of  outstanding  shares  of  the  Company  (with  convertible
preferred  or convertible senior shares being counted on an as-converted basis),
as  calculated  in  accordance  with  the conditions and exclusions of Title 10,
Section  260.140.45 of the California Code of Regulations, based upon the shares
of  the  Company  which  are  outstanding  at  the time the calculation is made.
Subject  to  such  overall  limitation, shares of stock may be issued up to such
maximum  number  pursuant  to  any  type  or  types  of  Options  granted.

            (b)   The stock subject to the Plan shall be authorized but unissued
shares  of Common Stock whether or not they are reacquired shares, bought on the
market  or  otherwise.

     5.     ELIGIBILITY.
            -----------

            (a)   Incentive  Stock  Options  may  be  granted only to Employees.
Options  other  than  Incentive  Stock Options may be granted only to Employees,
Directors  or  Consultants.

            (b)   A  Director shall not be eligible for the benefits of the Plan
if at the time discretion is exercised in (i) the selection of the Director as a
person  to  whom Options may be granted, or (ii) the determination of the number
of shares which may be covered by an Option granted to the Director, the Plan or
particular  Options  otherwise  would  not  comply with the requirements of Rule
16b-3.  The  Board  or  Committee  (as  the  case  may be) shall comply with the
requirements  of  Rule  16b-3  in  administering the Plan.  This subsection 5(b)
shall  not  apply  (1)  prior to the date of the first registration of an equity
security  of  the  Company  under  Section 12 of the Exchange Act, or (2) if the
Board  or  Committee  expressly  declares  that  it  shall  not  apply.


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<PAGE>
            (c)   No  person shall be eligible for the grant of an Option if, at
the  time  of  grant,  such person owns (or is deemed to own pursuant to Section
424(d)  of  the  Code) stock possessing more than ten percent (10%) of the total
combined  voting  power  of all classes of stock of the Company or of any of its
Affiliates  unless  the  exercise  price  in  respect  of the stock which is the
subject  of  such  Option is at least one hundred ten percent (110%) of the Fair
Market  Value  of  such  stock  at  the  date  of  grant  and  the Option is not
exercisable  after  the  expiration  of  five  (5) years from the date of grant.

     6.     OPTION  PROVISIONS.
            ------------------

            Each  Option  Agreement shall be in such form and shall contain such
terms  and  conditions  as  the Board shall deem appropriate.  The provisions of
separate Options and Option Agreements need not be identical, but subject to the
other  provisions  of  the  Plan,  each  Option Agreement shall include (through
incorporation  of  provisions  hereof  by  reference  in the Option Agreement or
otherwise)  the  substance  of  each  of  the  following  provisions:

            (a)   Term.  No  Option shall be exercisable after the expiration of
                  ----
ten  (10)  years  from  the  date  it  was  granted.

            (b)   Exercise  Price.  The  exercise  price of each Incentive Stock
                  ---------------
Option  shall  be  not  less  than one hundred percent (100%) of the Fair Market
Value  of  the stock that is the subject of the Option on the date the Option is
granted;  provided,  however, if the Optionee owns (or is deemed to own pursuant
          --------   -------
to  Section  424(d) of the Code) stock possessing more than ten percent (10%) of
the  total  combined voting power of all classes of stock of the Company (or any
of  its Affiliates), the exercise price of the Option shall be not less than one
hundred  ten  percent  (110%)  of the Fair Market Value of the stock that is the
subject  of  the  Option  on the date the Option is granted.  To the extent that
when issuing Nonstatutory Stock Options the Company relies on the exemption from
registration  provided  by Section 25102(o) of the California Corporations Code,
the  exercise  price  of  each  Nonstatutory Stock Option shall be not less than
eighty-five  percent  (85%)  of  the  Fair Market Value of the stock that is the
subject  of the Option on the date the Option is granted, and the exercise price
of  each  Nonstatutory Stock Option of any person who owns stock possessing more
than  10%  of  the  total  combined  voting power of all classes of stock of the
Company  or  its parent or subsidiary companies shall be 110% of the Fair Market
Value  of  the  stock  the  subject  of  the  Nonstatutory  Option.

            (c)   Consideration.  The  exercise price of stock acquired pursuant
                  -------------
to  an  Option shall be paid, to the extent permitted by applicable statutes and
regulations,  either (i) in cash at the time the option is exercised, or (ii) at
the  discretion  of  the Board or the Committee (such discretion being exercised
either  at  the  time of the grant or exercise of the Option) (A) by delivery to
the  Company  of other common stock of the Company (provided that in the case of
an Incentive Stock Option, the stock must have been held for the period required
by Code Section 422(a)(1)), or (B) in any other form of legal consideration that
may  be  acceptable  to  the  Board.


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<PAGE>
            (d)   Method  of  Exercise.  Stock Options may be exercised in whole
                  --------------------
or  in  part,  by giving written notice of exercise to the Company in accordance
with  the  Stock  Option  Agreement  pursuant  to  which  they  were  granted.

            (e)   Nontransferability.  An  Option  shall  not  be  transferable
                  ------------------
except  by  will or by the laws of descent and distribution, by instrument to an
inter  vivos  or  testamentary  trust  in  which the Options are to be passed to
beneficiaries  upon  the death of the trustor (or "settlor"); except that to the
extent  federal  and  state  exemptions  from  registration  are  available,
Nonstatutory  Stock  Options  also  shall  be transferable by gift to "immediate
family"  as  that term is defined in 17 C.F.R. 240.16a-1(e), or as may otherwise
be allowed by Title 10, Section 260.140.41 of the California Code of Regulations
or  any successor regulation.  Except as provided in Section 6(j) below, Options
shall  be  exercisable  during  the lifetime of the person to whom the Option is
granted  only  by  such  person.

            (f)   Vesting.  The  total  number  of shares of stock subject to an
                  -------
Option  may,  but need not, be allotted in periodic installments (which may, but
need  not,  be  equal).  The Option Agreement may provide that from time to time
during  each  of  such  installment  periods,  the Option may become exercisable
("VEST")  with respect to some or all of the shares allotted to that period, and
may  be  exercised  with  respect  to some or all of the shares allotted to such
period  and/or any prior period as to which the Option became vested but was not
fully  exercised.  During  the  remainder of the term of the Option (if its term
extends  beyond the end of the installment periods), the option may be exercised
from  time  to  time  with  respect  to any shares then remaining subject to the
Option.  The  provisions  of  this  subsection  6(f)  are  subject to any Option
provisions  governing  the  minimum  number  of  shares  as  to  which an Option
Agreement  may  be  exercised.

            (g)   Securities  Law  Compliance.  The  Company  may  require  any
                  ---------------------------
Optionee,  or any person to whom an Option is transferred under subsection 6(e),
as  a condition of exercising any such Option, (1) to give written assurances or
(2)  make  any  representation  or warranty satisfactory to the Company, if any,
that may be necessary, or deemed appropriate by the Board, in its discretion, to
ensure  compliance  with  federal or state securities laws.  The representations
and  warranties  may  include, without limitation, a representation and warranty
that  the  Option and/or common stock of the Company are being acquired only for
investment  and  without any present intention to sell or distribute such Option
or  common  stock.  These  requirements,  and any assurances, representations or
warranties  given pursuant to such requirements, shall be inoperative if (i) the
issuance of the shares upon the exercise of the Option has been registered under
a  then  currently effective registration statement under the Securities Act, or
(ii)  as  to  any particular requirement, a determination is made by counsel for
the Company that such requirement need not be met in the circumstances under the
then  applicable  securities  laws.


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<PAGE>
            (h)   Termination  of  Employment  or  Relationship as a Director or
                  --------------------------------------------------------------
Consultant.  In  the  event  an  Optionee's  Continuous  Status  as an Employee,
----------
Director  or  Consultant terminates (other than for cause or upon the Optionee's
death  or  Disability),  the  Optionee  may exercise his or her Option, but only
within such period of time as is determined by the Board (which period shall not
be less than thirty (30) days from the date of such termination, nor in the case
of an Incentive Stock Option, more than three (3) months from and after the date
of  termination),  and  only  to  the  extent  that the Optionee was entitled to
exercise  it  at  the  date  of  termination  (but  in  no  event later than the
expiration of the term of such Option as set forth in the Option Agreement).  If
an  Optionee's  Continuous  Status  as  an  Employee,  Director  or  Consultant
terminates  for  cause,  then  the  Option shall terminate immediately upon such
termination  for  cause.  If,  at  the  date  of  termination  described in this
subsection  6(h),  the  Optionee  is  not entitled to exercise his or her entire
Option,  the  shares  covered  by  the unexercisable portion of the Option shall
revert  to  the  Plan.  If, after termination described in this subsection 6(h),
the  Optionee  does  not  exercise  his  or her Option within the time specified
herein,  the Option shall terminate, and the shares covered by such Option shall
revert  to  the  Plan.

            (i)   Disability of Optionee.  In the event an Optionee's Continuous
                  ----------------------
Status  as  an  Employee,  Director  or Consultant terminates as a result of the
Optionee's  Disability,  the  Optionee  may exercise his or her Option, but only
within such period of time as is determined by the Board (which period shall not
be less than six (6) months from the date of such termination, nor more than one
(1)  year  from  and  after  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 the term of such Option as set forth in the
Option  Agreement).  If, at the date of termination described in this subsection
6(h),  the  Optionee  is  not entitled to exercise his or her entire Option, the
shares  covered  by  the unexercisable portion of the Option shall revert to the
Plan.  If,  after  termination  described  in this subsection 6(i), the Optionee
does not exercise his or her Option within the time specified herein, the Option
shall terminate, and the shares covered by such Option shall revert to the Plan.


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<PAGE>
            (j)   Death  of Optionee.  In the event of the death of an Optionee,
                  ------------------
the  Option may be exercised, at any time within such period as is determined by
the Board (which period shall not be less than six (6) months following the date
of  death)  by  the  Optionee's  estate or by a person who acquired the right to
exercise  the  Option  by  bequest  or  inheritance,  and only to the extent the
Optionee  was  entitled  to  exercise the Option at the date of death (but in no
event  later  than the expiration of the term of such Option as set forth in the
Option  Agreement).  If,  at the time of death, the Optionee was not entitled to
exercise  his  or  her  entire  Option,  the shares covered by the unexercisable
portion of the Option shall revert to the Plan.  If, after death, the Optionee's
estate  or  a person who acquired the right to exercise the Option by bequest or
inheritance  does  not exercise the Option within the time specified herein, the
Option  shall  terminate,  and the shares covered by such Option shall revert to
the  Plan.

            (k)   Re-Load Options.  Without in any way limiting the authority of
                  ---------------
the  Board  or Committee to make or not to make grants of Options hereunder, the
Board  or  Committee shall have the authority (but not an obligation) to include
as  part of any Option Agreement a provision entitling the Optionee to a further
Option  (a  "RE-LOAD  OPTION")  in  the  event the Optionee exercises the Option
evidenced  by  the  Option Agreement, in whole or in part, by surrendering other
shares of common stock of the Company in accordance with this Plan and the terms
and  conditions  of  the Option Agreement.  Any such Re-Load Option (i) 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; (ii) shall have an expiration date which
is the same as the expiration date of the Option the exercise of which gave rise
to such Re-Load Option; and (iii) shall have an exercise price which is equal to
one  hundred percent (100%) of the Fair Market Value of the common stock subject
to  the Re-Load Option on the date the Re-Load Option is granted or, in the case
of  a  Re-Load  Option  which  is granted to a ten percent (10%) shareholder (as
described  in subparagraph 5(c)), shall have an exercise price which is equal to
one  hundred  ten  percent  (110%)  of the Fair Market Value of the common stock
subject  to  the  Re-Load  Option  on  the  date  the Re-Load Option is granted.

            Any  such  Re-Load  Option  may  be  an Incentive  Stock Option or a
Nonstatutory  Stock  Option, as the Board or Committee may designate at the time
of  the grant of the original Option, provided, however, that the designation of
any  Re-Load  Option  as  an  Incentive Stock Option shall be subject to the one
hundred  thousand  dollars  ($100,000)  annual  limitation  on exercisability of
Incentive Stock Options described in subsection 16(c) of the Plan and in Section
422(d)  of the Code. There shall be no Re-Load Options on a Re-Load Option.  Any
such  Re-Load  Option  shall be subject to the availability of sufficient shares
under  subparagraph 4(a) and shall be subject to such other terms and conditions
as  the  Board  or  Committee  may  determine.


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     7.     CANCELLATION  AND  RE-GRANT  OF  OPTIONS.
            ----------------------------------------

          The  Board or the Committee shall have the authority to effect, at any
time and from time to time, with the consent of the affected holders of Options,
(i)  the  repricing  of  any  outstanding Options under the Plan and/or (ii) the
cancellation  of  any  outstanding  Options  under  the  Plan  and  the grant in
substitution  therefor  of  new  Options  under  the  Plan  covering the same or
different  numbers  of  shares  of stock, but having an exercise price per share
which complies with the provisions of Section 6(b) hereof on the new grant date.

      8.    TAX  WITHHOLDING
            ----------------

            (a)   Payment by Participant.  Each participant shall, no later than
                  ----------------------
the  date  as of which the value of an Option granted hereunder, or of any stock
or  other  amounts  received  thereunder,  first becomes includable in the gross
income  of  the participant for Federal income tax purposes, pay to the Company,
or  make  arrangements  satisfactory to the Board or Committee regarding payment
of,  any  Federal,  state,  or  local  taxes  of  any kind required by law to be
withheld  with respect to such income.  The Company and its Affiliates shall, to
the  extent  permitted  by law, have the right to deduct any such taxes from any
compensation  or  other  payment  of  any kind otherwise due to the participant.

            (b)   Payment in Cash or Stock.  To the extent provided by the terms
                  ------------------------
of an Option Agreement, the Optionee may satisfy any Federal, state or local tax
withholding  obligation  relating  to  the exercise of such Option by any of the
following  means  or  by  a  combination  of  such  means:  (1) tendering a cash
payment;  (2)  authorizing  the  Company  to  withhold  such  amounts  from  any
compensation  or other payments due to the Optionee; (3) authorizing the Company
to  withhold  from  shares  of stock to be issued pursuant to any exercise of an
Option  granted hereunder a number of shares with an aggregate Fair Market Value
(as  of the date the withholding is effected) that would satisfy the withholding
amount  due;  or  (4)  transferring  to the Company shares of stock owned by the
participant  with an aggregate Fair Market Value (as of the date the withholding
is  effected)  that  would  satisfy  the  withholding  amount  due.

     9.     RESERVATION  OF SHARES.  During the terms of the Option  Agreements,
            ----------------------
the  Company  shall  keep  available  at all times the number of shares of stock
required to satisfy such Options granted hereunder up to the number of shares of
stock  authorized  under  the  Plan.


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<PAGE>
     10.    USE  OF  PROCEEDS  FROM  STOCK.  Proceeds  from  the  sale of stock
            ------------------------------
pursuant  to the exercise Options shall constitute general funds of the Company.

     11.    ADJUSTMENTS  UPON  CHANGES  IN  STOCK.
            -------------------------------------

            (a)   Changes  in Stock.  If any change is made in the stock subject
                  -----------------
to  the Plan, or subject to any Option Agreement (through merger, consolidation,
reorganization,  recapitalization, reclassification, stock dividend, dividend in
property  other  than  cash,  stock  split,  reverse  stock  split,  liquidating
dividend,  combination  of  shares,  exchange  of  shares,  change  in corporate
structure  or  other  corporate  transaction  within  the  meaning  of  Section
1.425-1(a)(i)(ii) of the Treasury Regulations), the Plan and outstanding Options
will  be appropriately and proportionately adjusted in the class(es) and maximum
number  of shares subject to the Plan and the class(es) and number of shares and
price  per  share  of  stock  subject  to  outstanding  Options.

            (b)   Certain  Mergers  or  Consolidations.  In the event of:  (1) a
                  ------------------------------------
merger  or  consolidation in which the Company is not the surviving corporation;
(2)  a  reverse merger in which the Company is the surviving corporation but the
shares  of  the  Company's  common  stock  outstanding immediately preceding the
merger are converted by virtue of the merger into other property, whether in the
form  of  securities,  cash  or  otherwise;  or (3) any transaction or series of
related  transactions  after  which  any person (as such term is used in Section
13(d)(3)  of  the  Securities  Act of 1934, as amended), other than any employee
benefit  plan  (or  related trust) sponsored or maintained by the Company or any
subsidiary  of the Company, becomes the beneficial owner of voting securities of
the  Company  representing  50%  or more of the combined voting power of all the
voting  securities  of  the  Company (a "Change of Control"),  then, at the sole
discretion  of the Board and to the extent permitted by applicable law:  (i) any
surviving  corporation  shall  assume  any Options outstanding under the Plan or
shall  substitute  similar  Options for those outstanding under the Plan or (ii)
such  Options  shall  continue  in  full  force  and  effect.  In  the event any
surviving corporation refuses or is not permitted under applicable law to assume
or  continue such Options, or to substitute similar awards for those outstanding
under  the  Plan,  then  (x)  the  vesting date of all unexercised Options shall
accelerate  automatically to the business day that is thirty (30) days preceding
the  effective  date of the merger or consolidation and (y) the Options shall be
terminated  if not exercised in accordance with the terms of the Plan during the
30-day  period prior to such merger or consolidation; provided, however, that in
the  event of a Change of Control, then the holders of unexercised Options shall
have  fifteen (15) days from the date of such Change of Control to exercise such
Options,  after which time such Options shall be terminated.  If the unexercised
Options  are  assumed  by the surviving corporation, then any Options so assumed
shall  be  immediately exercisable and fully vested (whether or not such Options
were  by  their  terms  then  exercisable).


                                     - 11 -
<PAGE>
            (c)   Liquidation.  In  the event of a dissolution or liquidation of
                  -----------
the  Company,  any  Options  outstanding  under  the Plan shall terminate if not
exercised  in  accordance  with  the  terms  of  the  Plan  prior to such event.



     12.    SECURITIES  LAW  COMPLIANCE.
            ---------------------------

            (a)   Regulatory  Approvals.  No  Options  will  be  granted  or  be
                  ---------------------
exercisable  under  the Plan until there has been compliance with all applicable
requirements  of  the Securities Act, the California Corporate Securities Act of
1968,  as  amended,  and  any other requirement of law or of any regulatory body
with jurisdiction over such issuance and delivery, including without limitation,
and  if applicable, Section 25102(o) of the California Corporations Code, and if
required,  an  appropriate  permit  has  been  issued  by  the  Commissioner  of
Corporations  of  the  State  of  California.

            (b)   No  Issuances  or  Exercise  Until  Compliance  is Shown.  The
                  --------------------------------------------------------
Company  shall  seek  to obtain from each regulatory commission or agency having
jurisdiction  over  the Plan such authority as may be required, if any, to issue
and  sell  shares  of  stock  under  the  Options;  provided, however, that this
undertaking  shall  not require the Company to register under the Securities Act
either the Plan, any Option or any stock issued or issuable pursuant to any such
Option.  If,  after reasonable efforts, the Company is unable to obtain from any
such regulatory commission or agency the authority which counsel for the Company
deems  necessary  for  the lawful issuance and sale of stock under the Plan, the
Company shall be relieved from any liability for failure to issue and sell stock
under  such  Options  unless  and  until  such  authority  is  obtained.

            (c)   Exemptions.  As  provided  in  subsection (b) above, an Option
                  ----------
may  be  issued  only  to  the  extent  that  the granting of such Option or the
exercise  of  such Option will qualify for an exemption from the Securities Act.


            (d)   Rule 16b-3.  From and after the date of the first registration
                  ----------
of  an  equity  security  of  the  Company under Section 12 of the Exchange Act,
Options  shall  be  issued,  to  the  extent  possible,  so  as  to  qualify the
transaction  for  an  exemption  under  Rule  16b-3.


                                     - 12 -
<PAGE>
     13.    LEGENDS  ON OPTIONS AND STOCK CERTIFICATES.  Each Option Agreement,
            ------------------------------------------
and  each  certificate  representing  common  stock of the Company acquired upon
exercise  of  an Option, shall be endorsed with all legends, if any, required by
applicable  federal  and  state  securities  laws  to  be  placed  on the Option
Agreement  and/or  the certificate.  The determination of which legends, if any,
shall  be placed upon Option Agreements and/or the certificates representing the
stock to be issued upon exercise of the Option shall be made by the Board in its
sole  discretion  and  such  decision  shall  be  final  and  binding.

     14.    AMENDMENT,  TERMINATION  OR  SUSPENSION  OF  THE  PLAN.
            ------------------------------------------------------

            (a)   Amendment,  Termination  or  Suspension.  The Board may amend,
                  ---------------------------------------
suspend or terminate the Plan at any time.  To the extent necessary or desirable
to  comply  with  Rule 16b-3, the Code, or any applicable law or regulation, the
Company  shall obtain Shareholder approval of any amendment of the Plan.  Unless
sooner  terminated,  the  Plan shall terminate ten years from the earlier of the
date  the  Plan is adopted by the Board and the date the Plan is approved by the
shareholders  of the Company.  No Option may be granted under the Plan while the
Plan  is  suspended  or  after  it  is  terminated.

            (b)   Then  Outstanding  Options.  Rights  and obligations under any
                  --------------------------
Option  granted  while  the  Plan  is  in  effect shall not, except as otherwise
expressly  provided  by  the  terms  of  the  Plan,  be  altered  or impaired by
suspension  or termination of the Plan, except with the consent of the person to
whom  the  Option  was  granted.

     15.    INDEMNIFICATION.  In  addition  to  such  other  rights  of
            ---------------
indemnification  as  they may have as members of the Board or the Committee, the
members  of  the  Board  and  the  Committee shall be indemnified by the Company
against  all  costs  and expenses reasonably incurred by them in connection with
any  action,  suit  or proceeding to which they or any of them may be a party by
reason  of  any  action  taken or failure to act under or in connection with the
Plan  or  any  Option  granted hereunder and against all amounts paid by them in
settlement  thereof  (provided  such settlement is approved by independent legal
counsel  selected  by the Company) or paid by them in satisfaction of a judgment
in  any  such action, suit or proceeding; provided, however, that any such Board
or Committee member shall be entitled to the indemnification rights set forth in
this Section 15 only if such member has acted in good faith and in a manner that
such member reasonably believed to be in or not opposed to the best interests of
the  Company  and,  with  respect  to  any criminal action or proceeding, had no
reasonable  cause  to  believe  that  such  conduct  was  unlawful,  and further
provided,  that  upon  the institution of any such action, suit or proceeding, a
Committee  member  shall  give  the  Company  written  notice  thereof  and  an
opportunity,  at  its  own  expense,  to  handle and defend the same before such
Committee  member  undertakes  to  handle  and  defend  on  his  own  behalf.


                                     - 13 -
<PAGE>
     16.    MISCELLANEOUS.
            -------------

            (a)   No  Shareholder Rights.  Neither an Optionee nor any person to
                  ----------------------
whom  an  Option  is transferred under subsection 6(e) shall be deemed to be the
holder  CommentCommentBlock  protect  turned  off  hereof, or to have any of the
rights or privileges of a holder with respect to, any common stock issuable upon
exercise  of  such  Option  unless  and  until  such  person  has  satisfied all
requirements  for  exercise of the Option pursuant to its terms and certificates
representing  such  common  stock  shall  have  been  issued  and  delivered
notwithstanding  exercise  of  the  Option.  No  adjustment  will  be made for a
dividend  or  other rights where the record date is prior to the date such stock
certificates  are  issued,  except  as  provided  in  Section  11.

            (b)   No  Rights to Continued Employment or Relationship as Director
                  --------------------------------------------------------------
or  Consultant.  Nothing  in  the Plan or any instrument executed or Stock Award
--------------
granted  pursuant  thereto shall confer upon any Employee, Director, Consultant,
Optionee, or other holder of Stock Awards any right to continue in the employ of
the Company or any Affiliate (or to continue acting as a Director or Consultant)
or  shall  affect  the  right  of  the Company or any Affiliate to terminate the
employment  of  any Employee, or the relationship as a Director or Consultant of
any  Director  or  Consultant,  with  or  without  cause.

            (c)   Maximum Number of Incentive Stock Options.  To the extent that
                  -----------------------------------------
the  aggregate Fair Market Value (determined at the time of grant) of stock with
respect  to  which Incentive Stock Options exercisable for the first time by any
Optionee  during  any  calendar  year  under  all  plans  of the Company and its
Affiliates  exceeds  one  hundred  thousand  dollars  ($100,000), the Options or
portions  thereof  which exceed such limit (according to the order in which they
were  granted)  shall  be  treated  as  Nonstatutory  Stock  Options.

            (d)   Availability  of Plan.  A copy of this Plan shall be delivered
                  ---------------------
by the Secretary of the Company to any eligible person making reasonable inquiry
concerning  the  Plan.

            (e)   Governing  Law.  This  Plan  and  all actions taken thereunder
                  --------------
shall  be  governed by California law, applied without regard to conflict of law
principles.

            (f)   Financial  Statements.  Throughout the term of any Option, the
                  ---------------------
Company  shall  deliver to the holder of such Option, not later than one hundred
twenty  (120)  days after the close of each of the Company's fiscal years during
the  term of such Option, a balance sheet and an income statement.  This section
shall  not  apply  when  issuance  is  limited  to key employees whose duties in
connection  with  the  Company  assure  them  access  to equivalent information.


                                     - 14 -
<PAGE>
     17.    EFFECTIVE  DATE  OF  PLAN.  The  Plan  shall  become  effective  as
            -------------------------
determined by the Board, but only after the date the shareholders of the Company
approve  the  Plan,  by  vote  or written consent, which approval must be within
twelve  (12)  months  after  the  Plan  has  been  adopted  by  the  Board.

            Date  Plan  Adopted  by  the  Board:  July  7,  2000


                                     - 15 -
<PAGE>