Exhibit 4.36
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                     AMERICAN TELESOURCE INTERNATIONAL, INC.
                        2000 INCENTIVE STOCK OPTION PLAN
                                 I. INTRODUCTION

1.1 Purposes

The  purposes of the 2000  Incentive  Stock Option Plan (the "Plan") of American
TeleSource International,  Inc., a Delaware corporation (the "Company"), are (i)
to align the  interests of the  Company's  stockholders  and the  recipients  of
options  under  this  Plan  by  increasing  the  proprietary  interest  of  such
recipients in the Company's growth and success, (ii) to advance the interests of
the Company by attracting,  motivating and retaining officers,  other employees,
and  consultants and (iii) to motivate such persons to act in the long-term best
interests of the Company and its stockholders.

1.2 Administration

This Plan shall be administered by a committee (the  "Committee")  designated by
the Board of Directors of the Company (the  "Board")  consisting  of two or more
members  of the  Board.  Each  member of the  Committee  may be a  "Non-Employee
Director" within the meaning of Rule 16b-3 under the Securities  Exchange Act of
1934, as amended (the  "Exchange  Act"),  and an "outside  director"  within the
meaning of Section 162(m) of the Internal  Revenue Code of 1986, as amended (the
"Code").

The Committee shall,  subject to the terms of this Plan, select eligible persons
for  participation  in this Plan and  shall  determine  the  number of shares of
Common Stock subject to each option  granted  hereunder,  the exercise  price of
such option,  the time and  conditions  of exercise of such option and all other
terms and conditions of such option, including,  without limitation, the form of
the option  agreement.  The Committee  may, in its sole  discretion  and for any
reason at any time,  subject to the  requirements  of Section 162(m) of the Code
and  regulations  thereunder  in the case of an option  intended to be qualified
performance-based  compensation,  take action  such that any or all  outstanding
options  shall  become  exercisable  in part or in full.  The  Committee  shall,
subject  to the terms of this  Plan,  interpret  this  Plan and the  application
thereof, establish rules and regulations it deems necessary or desirable for the
administration  of this  Plan  and may  impose,  incidental  to the  grant of an
option,  conditions  with  respect to the grant,  such as  limiting  competitive
employment or other activities. All such interpretations, rules, regulations and
conditions  shall  be  final,  binding  and  conclusive.  Each  option  shall be
evidenced by a written  agreement (an  "Agreement")  between the Company and the
optionee setting forth the terms and conditions of such option.

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The Committee  may delegate some or all of its power and authority  hereunder to
the Board; provided,  however, that the Committee may not delegate its power and
authority to the Board with regard to the grant of an award to any person who is
a "covered employee" within the meaning of Section 162(m) of the Code or who, in
the Committee's  judgment, is likely to be a covered employee at any time during
the period an award hereunder to such employee would be outstanding.

No member  of the Board or  Committee  shall be  liable  for any act,  omission,
interpretation,  construction or determination made in connection with this Plan
in good faith,  and the members of the Board and the Committee shall be entitled
to  indemnification  and  reimbursement  by the Company in respect of any claim,
loss,  damage or expense  (including  attorneys' fees) arising  therefrom to the
full  extent  permitted  by law,  except as  otherwise  may be  provided  in the
Company's Certificate of Incorporation,  as amended, and/or By-Laws, as amended,
and under any directors' and officers' liability insurance that may be in effect
from time to time.

A majority of the Committee shall constitute a quorum. The acts of the Committee
shall be either (i) acts of a majority of the members of the  Committee  present
at any meeting at which a quorum is present or (ii) acts  approved in writing by
all of the members of the Committee without a meeting.

1.3 Eligibility

Participants  in this Plan shall consist of such  officers and other  employees,
persons  expected to become  officers and other employees and consultants of the
Company,  its affiliates and its subsidiaries from time to time  (individually a
"Subsidiary" and collectively the  "Subsidiaries")  as the Committee in its sole
discretion may select from time to time.  For purposes of this Plan,  references
to  employment  shall  also mean an agency  relationship  with the  Company  and
references  to  employment  by the  Company  shall  also mean  employment  by an
affiliate of the Company or a Subsidiary.  The Committee's selection of a person
to  participate  in this Plan at any time shall not  require  the  Committee  to
select such person to participate in this Plan at any other time.

1.4 Shares Available

Subject to adjustment as provided in Section 3.7, 9,800,000 shares of the common
stock,  par value $0.001 per share,  of the Company  ("Common  Stock")  shall be
available  for  grants of options  under  this  Plan,  reduced by the sum of the
aggregate  number of shares of Common Stock which become  subject to outstanding
options.  To the extent that shares of Common  Stock  subject to an  outstanding
option  granted  under  this Plan are not issued or  delivered  by reason of the
expiration,  termination,  cancellation or forfeiture of such option (other than
by reason of the delivery or withholding of shares of Common Stock to pay all or
a portion of the exercise  price of such option,  or to satisfy all or a portion
of the tax withholding obligations relating to such option), then such shares of
Common Stock shall again be available under this Plan.


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Shares of Common  Stock shall be made  available  from  authorized  and unissued
shares of  Common  Stock,  or  authorized  and  issued  shares  of Common  Stock
reacquired and held as treasury shares or otherwise or a combination thereof.

To  the  extent  necessary  for  an  award  to  be  qualified  performance-based
compensation  under Section 162(m) of the Code and the  regulations  thereunder,
the maximum  number of shares of Common Stock with respect to which  options may
be granted during any calendar year to any person shall be 1,000,000, subject to
adjustment as provided in Section 3.7.

II. STOCK OPTIONS

2.1 Grants of Stock Options

The Committee may, in its discretion, grant options to purchase shares of Common
Stock to such eligible persons as may be selected by the Committee. Each option,
or  portion  thereof,  that  is  not  an  Incentive  Stock  Option,  shall  be a
"Non-Statutory  Stock  Option." An Incentive  Stock Option may not be granted to
any person who is not an employee of the Company or any  subsidiary  (as defined
in Section 424 of the Code). An "Incentive Stock Option" shall mean an option to
purchase  shares of Common Stock that meets the  requirements  of Section 422 of
the Code,  or any  successor  provision,  which is intended by the  Committee to
constitute  an Incentive  Stock  Option.  Each  Incentive  Stock Option shall be
granted  within ten years of the date this Plan is adopted by the Board.  To the
extent that the aggregate Fair Market Value (determined as of the date of grant)
of shares of Common Stock with respect to which options  designated as Incentive
Stock Options are  exercisable  for the first time by a  participant  during any
calendar  year (under this Plan or any other plan of the Company,  or any parent
or  subsidiary  as  defined  in  Section  424 of the Code)  exceeds  the  amount
(currently  $100,000)  established  by the Code,  such options shall  constitute
Non-Statutory  Stock  Options.  "Fair  Market  Value"  shall  mean  the  closing
transaction  price of a share of Common Stock as reported on The American  Stock
Exchange  on the date as of which  such value is being  determined  or, if there
shall be no reported  transactions  on such date, on the next preceding date for
which a transaction was reported;  provided, however, that Fair Market Value may
be determined by the Committee by whatever means or method as the Committee,  in
the good faith exercise of its discretion, shall at such time deem appropriate.


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2.2 Terms of Stock Options

Options shall be subject to the following terms and conditions and shall contain
such additional terms and conditions,  not  inconsistent  with the terms of this
Plan, as the Committee shall deem advisable:

(a) Number of Shares and  Purchase  Price.  The number of shares of Common Stock
subject  to an  option  and  the  purchase  price  per  share  of  Common  Stock
purchasable  upon exercise of the option shall be  determined by the  Committee;
provided, however, that the purchase price per share of Common Stock purchasable
upon  exercise of an option shall not be less than 100% of the Fair Market Value
of a share  of  Common  Stock on the  date of  grant  of such  option;  provided
further,  that if an Incentive  Stock Option shall be granted to any person who,
at the time such option is granted,  owns capital stock possessing more than ten
percent of the total  combined  voting power of all classes of capital  stock of
the  Company  (or of any parent or  subsidiary  as defined in Section 424 of the
Code) (a "Ten Percent  Holder"),  the  purchase  price per share of Common Stock
shall be the price (currently 110% of Fair Market Value) required by the Code in
order to constitute an Incentive Stock Option.

(b) Option Period and  Exercisability.  The period during which an option may be
exercised  shall be  determined by the  Committee;  provided,  however,  that no
Incentive Stock Option shall be exercised later than ten years after its date of
grant and provided  further,  that if an Incentive Stock Option shall be granted
to a Ten Percent  Holder,  such option  shall not be  exercised  later than five
years after its date of grant.  The Committee may, in its discretion,  establish
performance  measures or other  criteria,  which shall be  satisfied or met as a
condition to the grant of an option or to the exercisability of all or a portion
of an option.  The  Committee  shall  determine  whether an option  shall become
exercisable in cumulative or non-cumulative  installments and in part or in full
at any time. An exercisable  option,  or portion thereof,  may be exercised only
with respect to whole shares of Common Stock.

(c) Method of Exercise.  An option may be exercised (i) by giving written notice
to the  Company  specifying  the  number of whole  shares of Common  Stock to be
purchased and accompanied by payment  therefor in full (or arrangement  made for
such payment to the Company's  satisfaction) either (A) in cash, (B) by delivery
(either actual delivery or by attestation procedures established by the Company)
of  previously  owned whole  shares of Common Stock (which the optionee has held
for at least  six  months  prior to the  delivery  of such  shares  or which the
optionee  purchased  on the open market and in each case for which the  optionee
has good  title,  free and  clear  of all  liens  and  encumbrances)  having  an
aggregate Fair Market Value, determined as of the date of exercise, equal to the
aggregate  purchase price payable by reason of such  exercise,  (C) in cash by a
broker-dealer  acceptable  to the Company to whom the optionee has  submitted an
irrevocable notice of exercise or (D) a combination of (A) and (B), in each case
to the  extent  set forth in the  Agreement  relating  to the option and (ii) by
executing  such  documents as the Company may  reasonably  request.  The Company
shall have sole  discretion  to  disapprove  of an  election  pursuant to any of
clauses  (B)-(D).  Any  fraction  of a share of  Common  Stock,  which  would be
required to pay such  purchase  price,  shall be  disregarded  and the remaining
amount due shall be paid in cash by the optionee.  No  certificate  representing
Common Stock shall be delivered  until the full purchase price therefor has been
paid (or arrangement made for such payment to the Company's satisfaction).

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2.3 Termination of Employment or Service

(a) Disability. Subject to paragraph (e) below and unless otherwise specified in
the Agreement relating to an option, if an optionee's employment with or service
to the  Company  terminates  by reason of  Disability,  each option held by such
optionee  shall be fully  exercisable  and may  thereafter  be exercised by such
optionee (or such optionee's legal  representative  or similar person) until and
including  the  earlier  to occur of (i) the date  which is one year  after  the
effective date of such optionee's  termination of employment or service and (ii)
the  expiration  date of the term of such  option.  For  purposes  of this Plan,
"Disability"  shall mean the inability of an optionee  substantially  to perform
such optionee's duties and  responsibilities for a continuous period of at least
six months.

(b) Retirement. Subject to paragraph (e) below and unless otherwise specified in
the Agreement relating to an option, if an optionee's employment with or service
to the Company  terminates  by reason of  retirement  on or after age 62 after a
minimum of 10 years of  continuous  employment  with or  service to the  Company
("Retirement"),  each  option  held by such  optionee  shall,  to the extent not
exercisable  as of the  effective  date  of the  optionee's  retirement,  become
exercisable in accordance with the vesting provisions set forth in the Agreement
relating to such option and upon becoming  exercisable  may be exercised by such
optionee (or such optionee's legal  representative  or similar person) until the
expiration date of the term of such option.

(c) Death. If an optionee's employment with or service to the Company terminates
by reason of death, each option held by such optionee shall be fully exercisable
and may  thereafter  be exercised by such  optionee's  executor,  administrator,
legal  representative,  beneficiary  or similar  person until and  including the
earlier  to occur of (i) the date  which is one year after the date of death and
(ii) the expiration date of the term of such option.

(d) Other  Termination.  Subject to  paragraph  (e) below and  unless  otherwise
specified in the Agreement  relating to an option,  if an optionee's  employment
with or service to the Company  terminates for any reason other than Disability,
Retirement  or death or for Cause,  each option held by such  optionee  shall be
exercisable  only to the extent that such option is exercisable on the effective
date of such optionee's  termination of employment or service and may thereafter
be  exercised by such  optionee  (or such  optionee's  legal  representative  or
similar  person)  until and including the earlier to occur of (i) the date which
is three months  after the  effective  date of such  optionee's  termination  of
employment or service and (ii) the  expiration  date of the term of such option.
For purposes of this Plan,  "Cause" shall mean (i) the  commission of a criminal
act, fraud, gross negligence or willful misconduct against, or in derogation of,
the interests of the Company; (ii) divulging confidential  information regarding
the Company;  (iii)  interference with the relationship  between the Company and
any major  supplier or customer;  or (iv) the  performance of any similar action
that the  Committee,  in its  sole  discretion,  may be deem to be  sufficiently
injurious to the interests of the Company to constitute cause for termination.

(e)  Termination  of  Employment - Incentive  Stock  Options.  Unless  otherwise
specified in the Agreement  relating to an option,  if the  employment  with the
Company  of a holder  of an  Incentive  Stock  Option  terminates  by  reason of
Permanent  and Total  Disability  (as defined in Section  22(e)(3) of the Code),
each  Incentive  Stock Option held by such optionee  shall be exercisable to the
extent set forth in Section  2.3(a),  and may  thereafter  be  exercised by such
optionee (or such optionee's legal  representative  or similar person) until and
including  the  earlier  to occur of (i) the date  which is one year  after  the
effective  date of such  optionee's  termination  of  employment  and  (ii)  the
expiration date of the term of such option.

Unless  otherwise  specified  in the  Agreement  relating  to an option,  if the
employment with the Company of a holder of an Incentive Stock Option  terminates
for any reason other than Permanent and Total  Disability or death or for Cause,
each  Incentive  Stock Option held by such optionee  shall be exercisable to the
extent  set forth in  Section  2.3(a),  Section  2.3(b) or  Section  2.3(d),  as
applicable,  and may  thereafter  be exercised by such holder (or such  holder's
legal representative or similar person) until and including the earlier to occur
of (i)  the  date  which  is  three  months  after  the  effective  date of such
optionee's termination of employment and (ii) the expiration date of the term of
such option.

(f) Death  Following  Termination  of  Employment or Service.  Unless  otherwise
specified in the Agreement relating to an option, if an optionee dies during the
period set forth in Section 2.3(a),  Section 2.3(b),  Section 2.3(d), if any, or
Section 2.3(e),  each option held by such optionee shall be exercisable  only to
the extent that such option is exercisable on the date of such optionee's  death
and may  thereafter  be exercised by such  optionee's  executor,  administrator,
legal  representative,  beneficiary  or similar  person until and  including the
earlier  to occur of (i) the date  which is one year after the date of death and
(ii) the expiration date of the term of such option.

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(g)  Cause.  Notwithstanding  anything  to the  contrary  in this Plan or in any
Agreement  relating  to an  option,  if the  employment  with or  service to the
Company of the holder of an option is terminated by the Company for Cause,  each
option held by such holder shall terminate  automatically  on the effective date
of such holder's termination of employment or service.

III. GENERAL

3.1 Effective Date and Term of Plan

This Plan shall be  submitted  to the  stockholders  of the Company for approval
and, if approved by the  affirmative  vote of a majority of the shares of Common
Stock present in person or  represented  by proxy at the 2001 annual  meeting of
stockholders, shall become effective as of the date of approval by the Board. No
option may be exercised  prior to the date of such  stockholder  approval.  This
Plan shall  terminate  10 years  after its  effective  date,  unless  terminated
earlier  by the  Board.  Termination  of this Plan shall not affect the terms or
conditions of any option granted prior to termination.

In the event that this Plan is not approved by the  stockholders  of the Company
on or before  December 31,  2001,  this Plan and any options  granted  hereunder
shall be null and void.

3.2 Amendments

The  Board  may  amend  this Plan as it shall  deem  advisable,  subject  to any
requirement  of  stockholder  approval  required  by  applicable  law,  rule  or
regulation,  including  Section  162(m) and Section  422 of the Code;  provided,
however,  that no amendment shall be made without  stockholder  approval if such
amendment  would (a)  increase  the  maximum  number  of shares of Common  Stock
available  under  this Plan  (subject  to  Section  3.7),  (b) effect any change
inconsistent  with Section 422 of the Code,  (c) extend the term of this Plan or
(d) permit  the grant of a stock  option  having a  purchase  price per share of
Common  Stock of less  that 100% of the Fair  Market  Value of a share of Common
Stock on the date of grant of such stock  option.  No  amendment  may impair the
rights of a holder of an outstanding option without the consent of such holder.

3.3 Agreement

No option  shall be valid until an  Agreement is executed by the Company and the
optionee and, upon execution by the Company and the optionee and delivery of the
Agreement  to the Company,  such option  shall be effective as of the  effective
date set forth in the Agreement.


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3.4 Non-Transferability

Unless  otherwise  specified in the Agreement  relating to an option,  no option
hereunder  shall be  transferable  other than by will or the laws of descent and
distribution or pursuant to beneficiary  designation  procedures approved by the
Company.  Except to the extent permitted by the foregoing sentence,  each option
may be  exercised  during the  optionee's  lifetime  only by the optionee or the
optionee's legal  representative  or similar person.  Except as permitted by the
second  preceding  sentence,  no option  hereunder  shall be sold,  transferred,
assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by
operation of law or otherwise) or be subject to execution, attachment or similar
process.  Upon any attempt to so sell, transfer,  assign,  pledge,  hypothecate,
encumber  or  otherwise  dispose of any option  hereunder,  such  option and all
rights thereunder shall immediately become null and void.

3.5 Tax Withholding

The Company  shall have the right to require,  prior to the issuance or delivery
of any shares of Common  Stock,  payment by the optionee of any Federal,  state,
local or other taxes which may be required to be withheld or paid in  connection
with an option  hereunder.  An Agreement  may provide that (i) the Company shall
withhold  whole shares of Common Stock which would  otherwise be delivered  upon
exercise of the option  having an aggregate  Fair Market Value  determined as of
the date the  obligation to withhold or pay taxes arises in connection  with the
option (the "Tax Date") in the amount  necessary to satisfy any such  obligation
or (ii) the optionee  may satisfy any such  obligation  by any of the  following
means:  (A) a cash payment to the Company,  (B) delivery (either actual delivery
or by  attestation  procedures  established  by the  Company)  to the Company of
previously  owned whole  shares of Common Stock (which the optionee has held for
at least six months  prior to the  delivery of such shares or which the optionee
purchased  on the open market and in each case for which the  optionee  has good
title,  free and clear of all liens and  encumbrances)  having an aggregate Fair
Market Value  determined  as of the Tax Date,  equal to the amount  necessary to
satisfy any such  obligation,  (C)  authorizing  the  Company to withhold  whole
shares of Common Stock which would  otherwise be delivered  upon exercise of the
option  having an  aggregate  Fair Market Value  determined  as of the Tax Date,
equal to the amount necessary to satisfy any such obligation, (D) a cash payment
by a broker-dealer  acceptable to the Company to whom the optionee has submitted
an irrevocable notice of exercise or (E) any combination of (A), (B) and (C), in
each case to the  extent  set forth in the  Agreement  relating  to the  option;
provided,  however, that the Company shall have sole discretion to disapprove of
an election  pursuant to any of clauses  (B)-(E).  Shares of Common  Stock to be
delivered or withheld  may not have an aggregate  Fair Market Value in excess of
the amount  determined by applying the minimum  statutory  withholding rate. Any
fraction of a share of Common Stock,  which would be required to satisfy such an
obligation,  shall be disregarded and the remaining  amount due shall be paid in
cash by the optionee.

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3.6 Restrictions On Shares

Each option  hereunder shall be subject to the  requirement  that if at any time
the Company  determines that the listing,  registration or  qualification of the
shares of Common Stock  subject to such option upon any  securities  exchange or
under any law,  or the  consent or approval  of any  governmental  body,  or the
taking of any other action is  necessary  or desirable as a condition  of, or in
connection  with,  the  exercise  of  such  option  or the  delivery  of  shares
thereunder,  such option  shall not be  exercised  and such shares  shall not be
delivered unless such listing, registration, qualification, consent, approval or
other action shall have been effected or obtained,  free of any  conditions  not
acceptable to the Company. The Company may require that certificates  evidencing
shares of Common Stock delivered  pursuant to any option hereunder bear a legend
indicating that the sale, transfer or other disposition thereof by the holder is
prohibited except in compliance with the Securities Act of 1933, as amended, and
the rules and regulations thereunder.

3.7 Adjustment

In  the   event  of  any  stock   split,   stock   dividend,   recapitalization,
reorganization,   merger,  consolidation,   combination,   exchange  of  shares,
liquidation, spin-off or other similar change in capitalization or event, or any
distribution to holders of Common Stock other than a regular cash dividend,  the
number and class of securities available under this Plan, the maximum number and
class of  securities  with  respect to which  options may be granted  during any
calendar year to any person,  the number and class of securities subject to each
outstanding option, and the purchase price per security,  such adjustments to be
made in the case of  outstanding  options  without an increase in the  aggregate
purchase  price.  The decision of the Committee  regarding  any such  adjustment
shall be final,  binding and  conclusive.  If any  adjustment  would result in a
fractional  security  being (a)  available  under  this  Plan,  such  fractional
security shall be disregarded,  or (b) subject to an option under this Plan, the
Company shall pay the optionee,  in  connection  with the first  exercise of the
option in whole or in part occurring  after such  adjustment,  an amount in cash
determined  by  multiplying  (A) the fraction of such  security  (rounded to the
nearest  hundredth)  by (B) the excess,  if any, of (x) the Fair Market Value on
the exercise date over (y) the exercise price of the option.

3.8 Change of Control

(a) Unless the Board shall otherwise expressly provide in the Agreement relating
to an  Option,  upon the  occurrence  of a Change of  Control  an  Option  shall
automatically become fully exercisable.

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(b) The  term  "Change  of  Control"  shall  mean the  occurrence  of any of the
following  events:  (i) any "person" (as such term is used in Sections 13(d) and
14(d)  of the  Exchange  Act  (other  than the  Company,  any  trustee  or other
fiduciary holding  securities under an employee benefit plan of the Company,  or
any company owned, directly or indirectly, by the stockholders of the Company in
substantially  the same  proportions  as  their  ownership  of the  Stock of the
Company),  is or becomes the "beneficial  owner" (as defined in Rule 13d-3 under
the Exchange  Act),  directly or  indirectly,  of securities of the Company (not
including in the  securities  beneficially  owned by such person any  securities
acquired directly from the Company or its affiliates) representing more than 15%
of  the  combined  voting  power  of  the  Company's  then  outstanding   voting
securities;  provided, however, a Change of Control shall not be deemed to occur
solely because such person acquired beneficial ownership of more than 15% of the
combined voting power of the Company's then outstanding  voting  securities as a
result of the acquisition of voting securities by the Company, which by reducing
the number of voting securities  outstanding,  increases the proportional number
of  shares  beneficially  owned by such  person,  provided  that if a Change  of
Control would occur (but for the operation of this  sentence) as a result of the
acquisition  of  voting  securities  by  the  Company,   and  after  such  share
acquisition  by the Company,  such person  becomes the  beneficial  owner of any
additional  voting  securities  which  increases  the  percentage  of  the  then
outstanding voting securities  beneficially owned by such person,  then a Change
of  Control  shall  occur;  (ii)  during any  period of 24  consecutive  months,
individuals who at the beginning of such period constitute the Board and any new
director  (other than a director  designated by a person who has entered into an
agreement with the Company to effect a transaction  described in subsection (i),
(iii) or (iv) of this Section 3.08(b)) whose election by the Board or nomination
for election by the  Company's  stockholders  was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who either were directors
at the beginning of the period or whose  election or nomination for election was
previously  so  approved,  cease for any reason to  constitute a majority of the
Board; (iii) the stockholders of the Company approve a merger,  consolidation or
reorganization of the Company with any other  corporation,  other than a merger,
consolidation  or  reorganization  which would result in the stockholders of the
Company immediately before such merger, consolidation or reorganization, owning,
directly or  indirectly  immediately  following  such merger,  consolidation  or
reorganization,  at  least  60% of  the  combined  voting  power  of the  voting
securities of the Company or such surviving entity outstanding immediately after
such  merger,   consolidation  or   reorganization  in  substantially  the  same
proportion as their ownership of the voting securities  immediately  before such
merger,  consolidation,  or  reorganization;  or (iv)  the  stockholders  of the
Company  approve a plan of complete  liquidation  of the Company or an agreement
for the sale or  disposition by the Company of all or  substantially  all of the
Company's assets.


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3.9 No Right of Participation or Employment

No person shall have any right to  participate  in this Plan.  Neither this Plan
nor any  option  granted  hereunder  shall  confer  upon any person any right to
continued  employment  by the Company,  any  Subsidiary  or any affiliate of the
Company or affect in any manner the right of the Company,  any Subsidiary or any
affiliate of the Company to terminate  the  employment of any person at any time
without liability hereunder.

3.10 Rights As Stockholder

No person shall have any rights as a stockholder  of the Company with respect to
any shares of Common Stock,  which are subject to an option hereunder until such
person  becomes a  stockholder  of record with  respect to such shares of Common
Stock.

3.11 Designation of Beneficiary

If permitted by the Company,  an optionee may file with the  Committee a written
designation  of  one  or  more  persons  as  such   optionee's   beneficiary  or
beneficiaries  (both  primary  and  contingent)  in the event of the  optionee's
death.  To the extent an outstanding  option granted  hereunder is  exercisable,
such beneficiary or beneficiaries shall be entitled to exercise such option.

Each beneficiary  designation  shall become effective only when filed in writing
with the Committee  during the optionee's  lifetime on a form  prescribed by the
Committee.  The spouse of a married optionee  domiciled in a community  property
jurisdiction  shall join in any  designation  of a  beneficiary  other than such
spouse.  The filing with the Committee of a new  beneficiary  designation  shall
cancel all previously filed beneficiary designations.

If  an  optionee  fails  to  designate  a  beneficiary,  or  if  all  designated
beneficiaries  of an optionee  predecease  the optionee,  then each  outstanding
option  hereunder  held by such  optionee,  to the  extent  exercisable,  may be
exercised by such optionee's  executor,  administrator,  legal representative or
similar person.

3.12 Governing Law

This  Plan,  each  option   hereunder  and  the  related   Agreement,   and  all
determinations  made and  actions  taken  pursuant  thereto,  to the  extent not
otherwise  governed  by the  Code or the  laws of the  United  States,  shall be
governed  by the laws of the  State of  Delaware  and  construed  in  accordance
therewith without giving effect to principles of conflicts of laws.


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3.13 Foreign Employees

Without  amending this Plan, the Committee may grant options to eligible persons
who are subject to laws of foreign  countries or jurisdictions on such terms and
conditions different from those specified in this Plan as may in the judgment of
the Committee be necessary or desirable to foster and promote achievement of the
purposes of this Plan and, in  furtherance  of such  purposes the  Committee may
make such modifications, amendments, procedures, subplans and the like as may be
necessary or advisable to comply with  provisions of laws of other  countries or
jurisdictions  in  which  the  Company  or  its  Subsidiaries  operates  or  has
employees.



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