Exhibit 4.1

                             1999 Stock Option Plan



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                           SAN JOAQUIN RESOURCES INC.
                             1999 STOCK OPTION PLAN

1.       PURPOSE; EFFECTIVENESS OF THE PLAN.

         (a)      The  purpose of this Plan is to advance the  interests  of the
                  Company and its stockholders by helping the Company obtain and
                  retain the services of employees,  officers,  consultants, and
                  directors,  upon whose  judgment,  initiative  and efforts the
                  Company  is  substantially  dependent,  and to  provide  those
                  persons with further  incentives  to advance the  interests of
                  the Company.

         (b)      This Plan will become effective on the date of its adoption by
                  the Board,  provided the Plan is approved by the  stockholders
                  of the Company (excluding holders of shares of Stock issued by
                  the Company  pursuant to the exercise of options granted under
                  this Plan) within  twelve months before or after that date. If
                  the  Plan  is  not so  approved  by  the  stockholders  of the
                  Company, any options granted under this Plan will be rescinded
                  and will be void.  This Plan will remain in effect until it is
                  terminated   by  the  Board  or  the   Committee  (as  defined
                  hereafter)  under  section  9 hereof,  except  that no ISO (as
                  defined herein) will be granted after the tenth anniversary of
                  the date of this Plan's adoption by the Board.  This Plan will
                  be governed by, and construed in accordance  with, the laws of
                  the State of Nevada.

2.       CERTAIN DEFINITIONS.

         Unless the context  otherwise  requires,  the  following  defined terms
         (together with other  capitalized terms defined elsewhere in this Plan)
         will  govern the  construction  of this Plan,  and of any stock  option
         agreements entered into pursuant to this Plan:

         (a)      "10% Stockholder"  means a person who owns, either directly or
                  indirectly by virtue of the ownership  attribution  provisions
                  set forth in Section  424(d) of the Code at the time he or she
                  is granted an Option,  stock  possessing more than ten percent
                  (10%)  of the  total  combined  voting  power  or value of all
                  classes of stock of the Company and/or of its subsidiaries;

         (b)      "1933  Act"  means  the  federal  Securities  Act of 1933,  as
                  amended;

         (c)      "Board" means the Board of Directors of the Company;

         (d)      "Called  for under an  Option,"  or words to  similar  effect,
                  means issuable pursuant to the exercise of an Option;

         (e)      "Code"  means the Internal  Revenue  Code of 1986,  as amended
                  (references  herein to  Sections  of the Code are  intended to
                  refer to  Sections  of the Code as enacted at the time of this
                  Plan's adoption by the Board and as subsequently  amended,  or
                  to any substantially  similar successor provisions of the Code
                  resulting from recodification, renumbering or otherwise);



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         (f)      "Committee"  means a  committee  of two or more  Disinterested
                  Directors, appointed by the Board, to administer and interpret
                  this Plan;  provided that the term  "Committee"  will refer to
                  the Board  during such times as no  Committee  is appointed by
                  the Board;

         (g)      "Company"  means San  Joaquin  Resources  Inc.  (formerly  LEK
                  International, Inc.), a Nevada corporation;

         (h)      "Disability"  has the same  meaning  as  "permanent  and total
                  disability," as defined in Section 22(e)(3) of the Code;

         (i)      "Disinterested  Director"  means a member  of the Board who is
                  not during the period of one year prior to his or her  service
                  as an  administrator of the Plan, or during the period of such
                  service,  granted or awarded Stock,  options to acquire Stock,
                  or similar equity securities of the Company under this Plan or
                  any  similar  plan of the  Company,  other than the grant of a
                  Formula Option pursuant to section 6(m) of this Plan;

         (j)      "Eligible  Participants"  means  persons  who, at a particular
                  time, are employees,  officers,  consultants,  or directors of
                  the Company or its subsidiaries;

         (k)      "Fair Market Value" means, with respect to the Stock and as of
                  the date an ISO or a Formula Option is granted hereunder,  the
                  market  price  per  share  of  such  Stock  determined  by the
                  Committee,  consistent with the requirements of Section 422 of
                  the Code and to the extent consistent therewith, as follows:

                  (i)      If the Stock was  traded on a stock  exchange  on the
                           date in question,  then the Fair Market Value will be
                           equal to the closing price reported by the applicable
                           composite-transactions report for such date;

                  (ii)     If the Stock was traded  over-the-counter on the date
                           in question and was  classified as a national  market
                           issue,  then the Fair  Market  Value will be equal to
                           the  last-transaction  price  quoted  by  the  NASDAQ
                           system for such date;

                  (iii)    If the Stock was traded  over-the-counter on the date
                           in  question  but was not  classified  as a  national
                           market  issue,  then the Fair  Market  Value  will be
                           equal   to  the   average   of  the   last   reported
                           representative  bid and  asked  prices  quoted by the
                           NASDAQ system for such date; and

                  (iv)     If none of the foregoing  provisions  is  applicable,
                           then the Fair Market Value will be  determined by the
                           Committee  in good  faith  on such  basis as it deems
                           appropriate.

         (l)      "Formula  Option"  means  an NSO  granted  to  members  of the
                  Committee pursuant to section 6(m) hereof;


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         (m)      "ISO" has the same  meaning as  "incentive  stock  option," as
                  defined in Section 422 of the Code;

         (n)      "Just Cause Termination" means a termination by the Company of
                  an Optionee's  employment by and/or service to the Company (or
                  if the Optionee is a director,  removal of the  Optionee  from
                  the Board by action of the  stockholders  or, if  permitted by
                  applicable  law and the  by-laws  of the  Company,  the  other
                  directors), in connection with the good faith determination of
                  the  Company's   board  of  directors  (or  of  the  Company's
                  stockholders  if the Optionee is a director and the removal of
                  the Optionee from the Board is by action of the  stockholders,
                  but in either case excluding the vote of the Optionee if he or
                  she is a director  or a  stockholder)  that the  Optionee  has
                  engaged in any acts involving dishonesty or moral turpitude or
                  in any acts that materially and adversely affect the business,
                  affairs or reputation of the Company or its subsidiaries;

         (o)      "NSO"  means  any  option  granted  under  this  Plan  whether
                  designated by the Committee as a "non-qualified stock option,"
                  a  "non-statutory  stock option" or  otherwise,  other than an
                  option designated by the Committee as an ISO, or any option so
                  designated but which,  for any reason,  fails to qualify as an
                  ISO  pursuant  to  Section  422 of the Code and the  rules and
                  regulations thereunder;

         (p)      "Option"  means  an  option  granted  pursuant  to  this  Plan
                  entitling the option holder to acquire  shares of Stock issued
                  by the Company pursuant to the valid exercise of the option;

         (q)      "Option  Agreement" means an agreement between the Company and
                  an  Optionee,  in  form  and  substance  satisfactory  to  the
                  Committee in its sole discretion, consistent with this Plan;

         (r)      "Option Price" with respect to any particular Option means the
                  exercise price at which the Optionee may acquire each share of
                  the Option Stock called for under such Option;

         (s)      "Option  Stock"  means Stock issued or issuable by the Company
                  pursuant to the valid exercise of an Option;

         (t)      "Optionee"  means an Eligible  Participant to whom Options are
                  granted  hereunder,  and any transferee  thereof pursuant to a
                  Transfer authorized under this Plan;

         (u)      "Plan" means this 1999 Stock Option Plan of the Company;

         (v)      "QDRO" has the same meaning as "qualified  domestic  relations
                  order" as defined in Section 414(p) of the Code;

         (w)      "Stock"  means shares of the Company's  Common Stock,  $0.0001
                  par value;

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         (x)      "Subsidiary" has the same meaning as "Subsidiary  Corporation"
                  as defined in Section 424(f) of the Code;

         (y)      "Transfer,"  with respect to Option Stock,  includes,  without
                  limitation,  a  voluntary  or  involuntary  sale,  assignment,
                  transfer,  conveyance,  pledge,  hypothecation,   encumbrance,
                  disposal, loan, gift, attachment or levy of such Option Stock,
                  including without  limitation an assignment for the benefit of
                  creditors  of the  Optionee,  a transfer by  operation of law,
                  such as a transfer  by will or under the laws of  descent  and
                  distribution,  an  execution  of  judgment  against the Option
                  Stock or the  acquisition  of record or  beneficial  ownership
                  thereof  by a lender or  creditor,  a transfer  pursuant  to a
                  QDRO,  or to any decree of  divorce,  dissolution  or separate
                  maintenance, any property settlement, any separation agreement
                  or any  other  agreement  with a  spouse  (except  for  estate
                  planning  purposes) under which a part or all of the shares of
                  Option Stock are  transferred  or awarded to the spouse of the
                  Optionee or are required to be sold;  or a transfer  resulting
                  from the filing by the Optionee of a petition  for relief,  or
                  the filing of an involuntary  petition  against such Optionee,
                  under the bankruptcy laws of the United States or of any other
                  nation.

3.       ELIGIBILITY.

         The Company may grant  Options  under this Plan only to persons who are
         Eligible  Participants  as of the time of such  grant.  Subject  to the
         provisions of sections 4(d), 5 and 6 hereof,  there is no limitation on
         the number of Options that may be granted to an Eligible Participant.

4.       ADMINISTRATION.

         (a)      COMMITTEE.  The  Committee,  if appointed  by the Board,  will
                  administer this Plan. If the Board,  in its  discretion,  does
                  not appoint such a Committee, the Board itself will administer
                  this Plan and take such  other  actions  as the  Committee  is
                  authorized to take hereunder; provided that the Board may take
                  such  actions  hereunder  in the same  manner as the Board may
                  take  other   actions   under  the   Company's   Articles   of
                  Incorporation and By-laws generally.

         (b)      AUTHORITY AND DISCRETION OF COMMITTEE. The Committee will have
                  full and final  authority in its  discretion,  at any time and
                  from  time  to  time,  subject  only  to  the  express  terms,
                  conditions and other  provisions of the Company's  Articles of
                  incorporation,   by-laws  and  this  Plan,  and  the  specific
                  limitations on such discretion set forth herein:

                  (i)      to select and approve the persons who will be granted
                           Options  under  this  Plan from  among  the  Eligible
                           Participants,  and to grant to any person so selected
                           one or more Options to purchase such number of shares
                           of Option Stock as the Committee may determine;


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                  (ii)     to  determine  the period or  periods of time  during
                           which Options may be exercised,  the Option Price and
                           the duration of such Options, and other matters to be
                           determined  by  the  Committee  in  connection   with
                           specific  Option  grants and  Options  Agreements  as
                           specified under this Plan;

                  (iii)    to  interpret  this  Plan,  to  prescribe,  amend and
                           rescind rules and regulations  relating to this Plan,
                           and to make all  other  determinations  necessary  or
                           advisable  for the operation  and  administration  of
                           this Plan; and

                  (iv)     to delegate all or a portion of its  authority  under
                           subsections  (i) and (ii) of this section 4(b) to one
                           or more  directors  of the Company who are  executive
                           officers of the Company,  but only in connection with
                           Options granted to Eligible  Participants who are not
                           subject to the reporting and liability  provisions of
                           Section 16 of the Securities Exchange Act of 1934, as
                           amended,  and the rules and  regulations  thereunder,
                           and  subject  to such  restrictions  and  limitations
                           (such as the  aggregate  number  of  shares of Option
                           Stock called for by such Options that may be granted)
                           as  the  Committee  may  decide  to  impose  on  such
                           delegate directors.

         (c)      LIMITATION ON AUTHORITY. Notwithstanding the foregoing, or any
                  other  provision  of this  Plan,  the  Committee  will have no
                  authority:

                  (i)      to grant  Options to any of its  members,  whether or
                           not approved by the Board; and

                  (ii)     to determine any matters, or exercise any discretion,
                           in connection  with the Formula Options under section
                           6(m)  hereof,  to the  extent  that the power to make
                           such  determinations  or to exercise such  discretion
                           would cause one or more  members of the  Committee no
                           longer to be  "Disinterested  Directors"  within  the
                           meaning of section 2(i) above.

         (d)      DESIGNATION OF OPTIONS.  Except as otherwise  provided herein,
                  the  Committee  will  designate any Option  granted  hereunder
                  either  as an ISO or as an NSO.  To the  extent  that the Fair
                  Market Value (determined at the time the Option is granted) of
                  Stock with respect to which all ISOs are  exercisable  for the
                  first  time  by  any  individual   during  any  calendar  year
                  (pursuant  to this  Plan and all  other  plans of the  Company
                  and/or its subsidiaries) exceeds $100,000, such option will be
                  treated as an NSO.  Notwithstanding  the  general  eligibility
                  provisions  of section 3 hereof,  the Committee may grant ISOs
                  only to persons who are  employees  of the Company  and/or its
                  subsidiaries.

         (e)      OPTION  AGREEMENTS.  Options will be deemed granted  hereunder
                  only upon the execution and delivery of an Option Agreement by
                  the  Optionee  and a duly  authorized  officer of the Company.
                  Options will not be deemed granted  hereunder  merely upon the
                  authorization of such grant by the Committee.

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5.       SHARES RESERVED FOR OPTIONS.

         (a)      OPTION POOL.  The  aggregate  number of shares of Option Stock
                  that may be issued pursuant to the exercise of Options granted
                  under this Plan  initially  will not exceed  One  Million  One
                  Hundred  Seventy-Six  Thousand Nine Hundred  (1,176,900)  (the
                  "Option Pool"),  provided that such number automatically shall
                  be adjusted  annually on the beginning of the Company's fiscal
                  year to a number equal to 10% of the number of shares of Stock
                  of the Company  outstanding  at the end of the Company's  last
                  completed  fiscal  year,  or  1,176,900  shares,  whichever is
                  greater,  and  provided  further  that  such  number  will  be
                  increased  by the  number of shares of Option  Stock  that the
                  Company  subsequently  may  reacquire  through  repurchase  or
                  otherwise.  Shares  of  Option  Stock  that  would  have  been
                  issuable pursuant to Options,  but that are no longer issuable
                  because  all or part  of  those  Options  have  terminated  or
                  expired,  will be deemed not to have been issued for  purposes
                  of computing the number of shares of Option Stock remaining in
                  the Option Pool and available for issuance.

         (b)      ADJUSTMENTS  UPON CHANGES IN STOCK. In the event of any change
                  in the outstanding Stock of the Company as a result of a stock
                  split, reverse stock split, stock dividend,  recapitalization,
                  combination  or  reclassification,  appropriate  proportionate
                  adjustments will be made in:

                  (i)      the aggregate number of shares of Option Stock in the
                           Option  Pool  that  may  be  issued  pursuant  to the
                           exercise of Options granted hereunder;

                  (ii)     the  Option  Price and the number of shares of Option
                           Stock called for in each  outstanding  Option granted
                           hereunder; and

                  (iii)    other  rights and matters  determined  on a per share
                           basis  under  this  Plan  or  any  Option   Agreement
                           hereunder.  Any such adjustments will be made only by
                           the  Board,  and  when  so made  will  be  effective,
                           conclusive  and binding for all purposes with respect
                           to this Plan and all  Options  then  outstanding.  No
                           such  adjustments  will be  required by reason of the
                           issuance  or sale by the  Company  for  cash or other
                           consideration  of  additional  shares of its Stock or
                           securities   convertible  into  or  exchangeable  for
                           shares of its Stock.

6.       TERMS OF STOCK OPTION AGREEMENTS.

         Each  Option  granted  pursuant  to this Plan will be  evidenced  by an
         agreement (an "Option Agreement") between the Company and the person to
         whom such Option is granted, in form and substance  satisfactory to the
         Committee in its sole  discretion,  consistent with this Plan.  Without
         limiting the foregoing,  each Option Agreement (unless otherwise stated
         therein) will be deemed to include the following terms and conditions:


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         (a)      COVENANTS OF OPTIONEE. At the discretion of the Committee, the
                  person to whom an Option is granted hereunder,  as a condition
                  to the granting of the Option, must execute and deliver to the
                  Company a confidential  information  agreement approved by the
                  Committee.   Nothing   contained  in  this  Plan,  any  Option
                  Agreement  or in any other  agreement  executed in  connection
                  with the  granting  of an Option  under this Plan will  confer
                  upon any Optionee  any right with respect to the  continuation
                  of  his  or  her  status  as an  employee  of,  consultant  or
                  independent  contractor to, or director of, the Company or its
                  subsidiaries.

         (b)      VESTING PERIODS.  Except as otherwise  provided  herein,  each
                  Option  Agreement  may  specify  the period or periods of time
                  within which each Option or portion  thereof will first become
                  exercisable  (the "Vesting  Period") with respect to the total
                  number of shares of Option  Stock called for  thereunder  (the
                  "Total Award  Option  Stock").  Such  Vesting  Periods will be
                  fixed  by  the  Committee  in  its  discretion,   and  may  be
                  accelerated or shortened by the Committee in its discretion.

                  Unless the Option Agreement  executed by an Optionee expressly
                  otherwise  provides and except as set forth herein,  the right
                  to exercise an Option granted hereunder will be subject to the
                  following Vesting Periods,  subject to the Optionee continuing
                  to be an Eligible  Participant and the occurrence of any other
                  event (including the passage of time) that would result in the
                  cancellation or termination of the Option:

                  (i)      no portion of the Option will be exercisable prior to
                           four (4) months  from the Grant Date set forth in the
                           Option Agreement;

                  (ii)     upon and after the expiration of four (4) months from
                           the Grant  Date,  the  Optionee  may  purchase  up to
                           sixteen and two-thirds percent (approximately 16.67%)
                           of the Total Award Option Stock; and

                  (iii)    the Option will become  exercisable  on a  cumulative
                           basis   as  to   sixteen   and   two-thirds   percent
                           (approximately  16.67%)  of the  Total  Award  Option
                           Stock,  at the end of every period of four (4) months
                           that elapses after such first four-month  period,  so
                           that the Option will have become  fully  exercisable,
                           subject  to  the  Optionee's  remaining  an  Eligible
                           Participant,  on the second anniversary of such Grant
                           Date; and

                  (iv)     such additional  vesting periods as may be determined
                           by the Committee in its sole discretion.

         (c)      EXERCISE OF THE OPTION.

                  (i)      MECHANICS  AND NOTICE.  An Option may be exercised to
                           the extent  exercisable  (1) by giving written notice
                           of exercise to the Company,  specifying the number of
                           full  shares  of  Option  Stock to be  purchased  and
                           accompanied by

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                           full  payment of the  Option  Price  thereof  and the
                           amount of  withholding  taxes  pursuant to subsection
                           6(c)(ii)   below;   and  (2)  by  giving   assurances
                           satisfactory to the Company that the shares of Option
                           Stock to be  purchased  upon such  exercise are being
                           purchased  for  investment  and  not  with a view  to
                           resale in connection  with any  distribution  of such
                           shares  in  violation  of  the  1933  Act;  provided,
                           however,  that in the event the Option  Stock  called
                           for under the  Option  is  registered  under the 1933
                           Act,  or in the  event  resale of such  Option  Stock
                           without   such   registration   would   otherwise  be
                           permissible,    this   second   condition   will   be
                           inoperative  if, in the  opinion of  counsel  for the
                           Company,  such  condition is not  required  under the
                           1933 Act, or any other applicable law,  regulation or
                           rule of any governmental agency.

                  (ii)     WITHHOLDING  TAXES. As a condition to the issuance of
                           the  shares of  Option  Stock  upon  full or  partial
                           exercise  of an NSO  granted  under  this  Plan,  the
                           Optionee  will pay to the Company in cash, or in such
                           other  form as the  Committee  may  determine  in its
                           discretion,   the   amount  of  the   Company's   tax
                           withholding  liability  required in  connection  with
                           such  exercise.   For  purposes  of  this  subsection
                           6(c)(ii),  "tax withholding  liability" will mean all
                           federal and state income taxes,  social security tax,
                           and any other taxes  applicable  to the  compensation
                           income  arising  from  the  transaction  required  by
                           applicable law to be withheld by the Company.

         (d)      PAYMENT OF OPTION PRICE.  Each Option  Agreement  will specify
                  the Option  Price with respect to the exercise of Option Stock
                  thereunder,  to be fixed by the  Committee in its  discretion,
                  but in no  event  will the  Option  Price  for an ISO  granted
                  hereunder  be less than the Fair Market Value (or, in case the
                  Optionee is a 10% Stockholder,  one hundred ten percent (110%)
                  of such Fair  Market  Value) of the  Option  Stock at the time
                  such ISO is granted, and in no event will the Option Price for
                  an NSO  granted  hereunder  be less than  eighty-five  percent
                  (85%) of Fair Market  Value.  The Option Price will be payable
                  to the  Company in United  States  dollars in cash or by check
                  or, such other legal  consideration  as may be approved by the
                  Committee, in its discretion.

                  (i)      For example,  the Committee,  in its discretion,  may
                           permit a particular  Optionee to pay all or a portion
                           of the  Option  Price,  and/or  the  tax  withholding
                           liability  set forth in  subsection  6(c)(ii)  above,
                           with respect to the  exercise of an Option  either by
                           surrendering  shares of Stock  already  owned by such
                           Optionee or by  withholding  shares of Option  Stock,
                           provided that the Committee  determines that the fair
                           market  value of such  surrendered  Stock or withheld
                           Option Stock is equal to the corresponding portion of
                           such Option Price and/or tax  withholding  liability,
                           as the case may be, to be paid for therewith.

                  (ii)     If the  Committee  permits  an  Optionee  to pay  any
                           portion of the Option  Price  and/or tax  withholding
                           liability with shares of Stock with respect to the

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                           exercise  of an Option (the  "Underlying  Option") as
                           provided  in  subsection   6(d)(i)  above,  then  the
                           Committee,  in its  discretion,  may  grant  to  such
                           Optionee  (but only if  Optionee  remains an Eligible
                           Participant at that time) additional NSOs, the number
                           of shares of Option Stock called for thereunder to be
                           equal to all or a portion of the Stock so surrendered
                           or   withheld   (a   "Replacement   Option").    Each
                           Replacement  Option  will be  evidenced  by an Option
                           Agreement.  Unless otherwise set forth therein,  each
                           Replacement  Option will be  immediately  exercisable
                           upon such grant (without any Vesting Period) and will
                           be  coterminous  with  the  Underlying   Option.  The
                           Committee, in its sole discretion, may establish such
                           other terms and conditions for Replacement Options as
                           it deems appropriate.

         (e)      TERMINATION  OF  THE  OPTION.  Except  as  otherwise  provided
                  herein, each Option Agreement will specify the period of time,
                  to be fixed by the Committee in its  discretion,  during which
                  the Option granted therein will be exercisable,  not to exceed
                  ten  years  from  the date of grant in the case of an ISO (the
                  "Option  Period");  provided  that the Option  Period will not
                  exceed five years from the date of grant in the case of an ISO
                  granted to a 10%  Stockholder.  To the  extent not  previously
                  exercised,  each Option will  terminate upon the expiration of
                  the Option Period specified in the Option Agreement; provided,
                  however, that each such Option will terminate, if earlier:

                  (i)      ninety days after the date that the  Optionee  ceases
                           to be an Eligible  Participant for any reason,  other
                           than by reason of death or disability or a Just Cause
                           Termination;

                  (ii)     twelve months after the date that the Optionee ceases
                           to be an  Eligible  Participant  by  reason  of  such
                           person's death or disability; or

                  (iii)    immediately  as of the date that the Optionee  ceases
                           to be an  Eligible  Participant  by  reason of a Just
                           Cause Termination.

                  In the  event  of a sale  or all or  substantially  all of the
                  assets of the Company,  or a merger or  consolidation or other
                  reorganization  in  which  the  Company  is not the  surviving
                  corporation,  or in which the Company  becomes a subsidiary of
                  another corporation (any of the foregoing events, a "Corporate
                  Transaction"),  then notwithstanding anything else herein, the
                  right to  exercise  all then  outstanding  Options  will  vest
                  immediately  prior  to such  Corporate  Transaction  and  will
                  terminate   immediately  after  such  Corporate   Transaction;
                  provided,  however, that if the Board, in its sole discretion,
                  determines  that  such  immediate  vesting  of  the  right  to
                  exercise  outstanding  Options is not in the best interests of
                  the  Company,  then the  successor  corporation  must agree to
                  assume  the   outstanding   Options  or  substitute   therefor
                  comparable  options of such successor  corporation or a parent
                  or subsidiary of such successor corporation.


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         (f)      OPTIONS NONTRANSFERABLE. No Option will be transferable by the
                  Optionee  otherwise  than by will or the laws of  descent  and
                  distribution,  or in the case of an NSO,  pursuant  to a QDRO.
                  During  the  lifetime  of the  Optionee,  the  Option  will be
                  exercisable only by him or her, or the transferee of an NSO if
                  it was transferred pursuant to a QDRO.

         (g)      QUALIFICATION  OF STOCK.  The right to exercise an Option will
                  be further subject to the requirement  that if at any time the
                  Board  determines,  in  its  discretion,   that  the  listing,
                  registration  or  qualification  of the shares of Option Stock
                  called for thereunder  upon any  securities  exchange or under
                  any state or federal  law,  or the  consent or approval of any
                  governmental  regulatory authority,  is necessary or desirable
                  as a condition of or in  connection  with the granting of such
                  Option or the purchase of shares of Option  Stock  thereunder,
                  the Option may not be exercised,  in whole or in part,  unless
                  and until such listing, registration,  qualification,  consent
                  or approval is effected or obtained free of any conditions not
                  acceptable to the Board, in its discretion.

         (h)      ADDITIONAL  RESTRICTIONS  ON TRANSFER.  By  accepting  Options
                  and/or  Option  Stock under this Plan,  the  Optionee  will be
                  deemed to represent, warrant and agree as follows:

                  (i)      SECURITIES ACT OF 1933. The Optionee understands that
                           the shares of Option  Stock have not been  registered
                           under the 1933  Act,  and that  such  shares  are not
                           freely tradeable and must be held indefinitely unless
                           such shares are either  registered under the 1933 Act
                           or an exemption from such  registration is available.
                           The Optionee understands that the Company is under no
                           obligation to register the shares of Option Stock.

                  (ii)     OTHER   APPLICABLE   LAWS.   The   Optionee   further
                           understands   that   Transfer  of  the  Option  Stock
                           requires full  compliance  with the provisions of all
                           applicable laws.

                  (iii)    INVESTMENT INTENT. Unless a registration statement is
                           in effect  with  respect to the sale of Option  Stock
                           obtained   through   exercise   of  Options   granted
                           hereunder:  (1)  Upon  exercise  of any  Option,  the
                           Optionee  will  purchase  the Option Stock for his or
                           her own account  and not with a view to  distribution
                           within the meaning of the 1933 Act, other than as may
                           be effected in  compliance  with the 1933 Act and the
                           rules and regulations promulgated thereunder;  (2) no
                           one else will  have any  beneficial  interest  in the
                           Option  Stock;  and  (3)  he or she  has  no  present
                           intention  of  disposing  of the Option  Stock at any
                           particular time.

         (i)      COMPLIANCE  WITH LAW.  Notwithstanding  any other provision of
                  this Plan,  Options may be granted  pursuant to this Plan, and
                  Option Stock may be issued pursuant to the exercise thereof by
                  an  Optionee,  only after there has been  compliance  with all
                  applicable  federal and state  securities laws, and all of the
                  same will be subject to this

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                  overriding  condition.  The  Company  will not be  required to
                  register  or  qualify  Option  Stock with the  Securities  and
                  Exchange  Commission  or any  State  agency,  except  that the
                  Company will register  with, or as required by local law, file
                  for  and   secure  an   exemption   from   such   registration
                  requirements from, the applicable securities administrator and
                  other  officials  of each  jurisdiction  in which an  Eligible
                  Participant would be granted an Option hereunder prior to such
                  grant.

         (j)      STOCK CERTIFICATES. Certificates representing the Option Stock
                  issued  pursuant  to the  exercise  of  Options  will bear all
                  legends  required  by law and  necessary  to  effectuate  this
                  Plan's  provisions.  The Company  may place a "stop  transfer"
                  order   against   shares  of  the  Option   Stock   until  all
                  restrictions  and conditions set forth in this Plan and in the
                  legends  referred to in this section  6(k) have been  complied
                  with.

         (k)      NOTICES. Any notice to be given to the Company under the terms
                  of an Option Agreement will be addressed to the Company at its
                  principal executive office, Attention: Corporate Secretary, or
                  at such other address as the Company may designate in writing.
                  Any notice to be given to an Optionee will be addressed to the
                  Optionee  at  the  address  provided  to  the  Company  by the
                  Optionee.  Any such  notice  will be  deemed to have been duly
                  given if and when  enclosed  in a  properly  sealed  envelope,
                  addressed as aforesaid,  registered and deposited, postage and
                  registry fee  prepaid,  in a post office or branch post office
                  regularly maintained

         (l)      OTHER PROVISIONS.  The Option Agreement may contain such other
                  terms,  provisions  and  conditions,  including  such  special
                  forfeiture conditions,  rights of repurchase,  rights of first
                  refusal and other  restrictions  on  Transfer of Option  Stock
                  issued upon  exercise of any Options  granted  hereunder,  not
                  inconsistent  with  this  Plan,  as may be  determined  by the
                  Committee in its sole discretion.

         (m)      FORMULA OPTIONS. [Reserved for future consideration]

7.       PROCEEDS FROM SALE OF STOCK.

         Cash  proceeds from the sale of shares of Option Stock issued from time
         to time upon the exercise of Options granted pursuant to this Plan will
         be added to the  general  funds of the Company and as such will be used
         from time to time for general corporate purposes.

8.       MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS.

         Subject to the terms and conditions and within the  limitations of this
         Plan,  and except with respect to Formula  Options,  the  Committee may
         modify, extend or renew outstanding Options granted under this Plan, or
         accept  the  surrender  of  outstanding  Options  (to  the  extent  not
         theretofore  exercised)  and  authorize  the granting of new Options in
         substitution  therefor  (to  the  extent  not  theretofore  exercised).
         Notwithstanding  the foregoing,  however, no modification of any Option
         will, without the consent of the holder of the Option,  alter or impair
         any rights or obligations  under any Option  theretofore  granted under
         this Plan.

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9.       AMENDMENT AND DISCONTINUANCE.

         The Board may amend,  suspend or  discontinue  this Plan at any time or
         from time to time; provided that no action of the Board will cause ISOs
         granted  under  this Plan not to comply  with  Section  422 of the Code
         unless the Board specifically  declares such action to be made for that
         purpose and  provided  further  that no such  action  may,  without the
         approval of the stockholders of the Company, materially increase (other
         than by reason of an  adjustment  pursuant to section  5(b) hereof) the
         maximum  aggregate  number of shares of Option Stock in the Option Pool
         that may be  issued  under  Options  granted  pursuant  to this Plan or
         materially  increase  the  benefits  accruing to Plan  participants  or
         materially  modify  eligibility   requirements  for  the  participants.
         Provided,  further,  that the provisions of section 6(m) hereof may not
         be amended more often than once during any six (6) month period,  other
         than to comport  with  changes  in the Code,  the  Employee  Retirement
         Income Security Act, or the rules and regulations thereunder. Moreover,
         no such action may alter or impair any Option previously  granted under
         this Plan without the consent of the holder of such Option.

10.      PLAN COMPLIANCE WITH RULE 16B-3.

         With  respect  to  persons  subject  to  Section  16 of the  Securities
         Exchange  Act of 1934,  transactions  under this plan are  intended  to
         comply with all  applicable  conditions of Rule 16b-3 or its successors
         under the 1934 Act. To the extent any  provision  of the plan or action
         by the plan administrators  fails so to comply, it shall be deemed null
         and void,  to the extent  permitted by law and deemed  advisable by the
         plan administrators.

11.      COPIES OF PLAN.

         A copy of this Plan will be delivered to each Optionee at or before the
         time he or she executes an Option Agreement.

 ***
Date Plan Adopted by Board of Directors:             ________________, 1999
Date Plan Approved by Stockholders:                  January 17, 1999

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