EXHIBIT 10.5

                            STOCK OPTION PLAN OF 2002
                                       OF
                          TRANS-CENTURY RESOURCES, INC.
                            ------------------------



SECTION 1.  PURPOSE OF THE PLAN.  The purpose of this Stock  Option Plan of 2002
(the "Plan") is to promote the growth and general  prosperity  of  Trans-Century
Resources,  Inc., a Delaware  corporation  (the  "Company"),  by permitting  the
Company to grant options to purchase shares of the Company's Common Stock, $.001
par  value  (the  "Common  Stock"),  to  directors,   officers,   employees  and
consultants of the Company and, when and if incorporated,  subsidiaries thereof.
The Plan is designed to help attract and retain superior personnel for positions
of  substantial  responsibility  with the  Company  and,  if  incorporated,  its
subsidiaries and to provide directors,  officers, employees and consultants with
an  additional  incentive  to  contribute  to the success of the Company and, if
incorporated, its subsidiaries.

SECTION 2. DEFINITIONS. In addition to the definitions used in Section 1 hereof,
as used herein, the following definitions shall apply:

     (a)  "Administrator"  means  the Board or any of its  Committees  appointed
pursuant to Section 4 of the Plan.

     (b)  "Applicable  Laws"  means  the  legal  requirements  relating  to  the
administration  of stock  option  plans under  applicable  United  States  state
corporate laws,  United States federal and applicable state securities laws, the
Code, any Stock Exchange or Nasdaq rules or regulations  and the applicable laws
of any other country or  jurisdiction  where Options are granted under the Plan,
as such laws, rules,  regulations and requirements  shall be in effect from time
to time.

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

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

     (e) "Committee" means the Committee  appointed by the Board of Directors in
accordance with Sections 4(a) and (b) of the Plan.

     (f) "Consultant" means any person,  including an advisor, who is engaged by
the Company or any  Subsidiary  to render  services in a capacity  other than an
Employee and is compensated for such services and any director or officer of the
Company whether compensated for such services or not who is not an Employee.  To
be eligible to receive an Option under the Plan, a Consultant  must be a natural
person and must provide bona fide services to the Company or a Subsidiary  which
are not in  connection  with the offer or sale of securities of the Company in a
capital  raising  transaction  and do not  directly  or  indirectly  promote  or
maintain a market for the Company's securities.

                                       1
<PAGE>

     (g) "Continuous  Status as an Employee or Consultant"  means the absence of
any  interruption  or  termination  of service  as an  Employee  or  Consultant.
Continuous  Status  as  an  Employee  or  Consultant  shall  not  be  considered
interrupted in the case of: (i) sick leave; (ii) military leave; (iii) any other
leave of absence approved by the Administrator,  provided that such leave is for
a period of not more than 90 days,  unless  reemployment  upon the expiration of
such leave is guaranteed by contract or statute,  or unless  provided  otherwise
pursuant to any Company  policy  adopted  from time to time;  or (iv)  transfers
between  locations of the Company or between the Company,  its  Subsidiaries  or
their respective successors.  For purposes of this Plan, a change in status from
an  Employee  to a  Consultant  or from a  Consultant  to an  Employee  will not
constitute an interruption of Continuous Status as an Employee or Consultant.

     (h) "Employee" means any person, including officers and directors, employed
by the Company or any  Subsidiary of the Company,  with the status of employment
determined based upon such minimum number of hours or periods worked as shall be
determined by the  Administrator in its discretion,  subject to any requirements
of the Code.  The payment by the Company of a director's fee to a director shall
not be sufficient to constitute "employment" of such director by the Company.

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

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

          (i) If the Common  Stock is listed on any established  Stock  Exchange
or traded on the  Nasdaq  System  (whether  its  National  Market  System or its
SmallCap Market), its Fair Market Value shall be the closing sales price for the
Common Stock (or the closing bid price,  if no sales were reported) as quoted on
such Exchange or the Nasdaq System, or, if traded on more than one Exchange, the
Exchange with the greatest  volume of trading in the Common Stock on the date of
determination  or, if such date is not a market  trading day, on the last market
trading day prior to the time of  determination,  as reported in The Wall Street
Journal or such other source as the Administrator deems reliable;

           (ii) If the  Common Stock is quoted on the NASD's OTC Bulletin  Board
or regularly quoted by a recognized securities dealer but selling prices are not
reported,  its Fair Market  Value shall be the mean between the high bid and low
asked prices for the Common Stock on the date of determination  or, if such date
is not a market trading day, on the last market trading day prior to the time of
determination,  as reported in The Wall Street  Journal or such other  source as
the Administrator deems reliable; or

           (iii) In the absence of an established  market for the Common  Stock,
the  Fair  Market  Value  thereof  shall  be  determined  in good  faith  by the
Administrator.

     (k)  "Incentive  Stock  Option"  means an Option  intended to qualify as an
incentive  stock  option  within the meaning of Section 422 of the Code,  or any
successor provision, as designated in the applicable written Option Agreement.

     (l) "Listed  Security"  means any security of the Company that is listed or
approved for listing on a national securities exchange or designated or approved
for trading on the Nasdaq System.

                                       2
<PAGE>

     (m) "Nasdaq" means The Nasdaq Stock Market, Inc.

     (n) "NASD" means the National Association of Securities Dealers, Inc.

     (o) "Nonqualified  Stock Option" means an Option not intended to qualify as
an  Incentive  Stock  Option as  designated  in the  applicable  written  Option
Agreement.

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

     (q) "Option  Agreement" means a written  agreement  between an Optionee and
the  Company  reflecting  the  terms of an  Option  granted  under  the Plan and
includes any documents  attached to such Option  Agreement,  including,  but not
limited to, a notice of stock option grant and a form of exercise notice.

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

     (s) "Optionee" means an Employee or Consultant who is granted an Option.

     (t)  "Reporting  Person " means an officer,  director,  or greater than 10%
stockholder  of the Company  within the meaning of Rule 16a-2 under the Exchange
Act, or any  successor  provision,  who is required to file reports  pursuant to
Rule 16a-3 under the Exchange Act.

     (u) "Rule 16b-3" means Rule 16b-3  promulgated  under the Exchange  Act, as
the same may be amended from time to time, or any successor provision.

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

     (w) "Share"  means a share of the Common  Stock,  as adjusted in accordance
with Section 11 of the Plan.

     (x) "Stock Exchange" means any national securities exchange on which prices
for the Common Stock are quoted at any given time.

     (y) "Subsidiary" means a "subsidiary corporation," whether now or hereafter
existing, as defined in Section 424(f) of the Code, or any successor provision.

SECTION 3. STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section 11 of
the Plan, the maximum  aggregate  number of Shares that may be optioned and sold
under  the  Plan  is  2,500,000  shares  of  Common  Stock.  The  Shares  may be
authorized, but unissued, or reacquired shares of the Common Stock. If an Option
should  expire  or become  unexercisable  for any  reason  without  having  been
exercised  in full,  the  unpurchased  Shares that were subject  thereto  shall,
unless the Plan shall have been  terminated,  become  available for future grant
under the Plan.  In addition,  any Shares which are retained by the Company upon
exercise of an Option in order to satisfy the exercise  price for such Option or
any withholding  taxes due with respect to such exercise shall be treated as not
issued and shall  continue  to be  available  for future  grant  under the Plan.
Shares of the Common Stock repurchased by the Company pursuant to any repurchase
right which the Company may have shall not be  available  for future grant under
the Plan.

                                       3
<PAGE>

SECTION 4.  ADMINISTRATION OF THE PLAN.

     (a)  INITIAL  PLAN  PROCEDURE.  Prior to the date,  if any,  upon which the
Company  becomes  subject to the Exchange Act, the Plan shall be administered by
the Board or a Committee appointed by the Board.

     (b) PLAN PROCEDURE  AFTER THE DATE, IF ANY, UPON WHICH THE COMPANY  BECOMES
SUBJECT TO THE EXCHANGE ACT.

           (i) MULTIPLE  ADMINISTRATION  BODIES.  If  permitted by Rule 16b-3,
grants under the Plan may be made by different bodies with respect to directors,
non-director  officers  and  Employees  or  Consultants  who are  not  Reporting
Persons.

           (ii) ADMINISTRATION  WITH RESPECT TO REPORTING PERSONS. With  respect
to grants of Options to Employees or Consultants who are Reporting Persons, such
grants  shall be made by (A) the Board if the Board may make grants to Reporting
Persons  under  the Plan in  compliance  with  Rule  16b-3,  or (B) a  Committee
designated  by the Board to make  grants to  Reporting  Persons  under the Plan,
which  Committee shall be constituted in such a manner as to permit grants under
the Plan to  comply  with Rule  16b-3.  Once  appointed,  such  Committee  shall
continue to serve in its  designated  capacity until  otherwise  directed by the
Board.  From time to time the Board may increase the size of the  Committee  and
appoint additional  members thereof,  remove members (with or without cause) and
appoint new members in substitution  therefor,  fill vacancies,  however caused,
and remove all members of the Committee and  thereafter  directly make grants to
Reporting Persons under the Plan, all to the extent permitted by Rule 16b-3.

           (iii)  ADMINISTRATION  WITH RESPECT TO OTHER  CONSULTANTS  AND  OTHER
EMPLOYEES. With respect to grants of Options to Employees or Consultants who are
not Reporting Persons,  the Plan shall be administered by (A) the Board or (B) a
Committee  designated by the Board, which Committee shall be constituted in such
a manner as to satisfy the Applicable Laws. Once appointed, such Committee shall
continue to serve in its  designated  capacity until  otherwise  directed by the
Board.  From time to time the Board may increase the size of the  Committee  and
appoint additional  members thereof,  remove members (with or without cause) and
appoint new members in substitution  therefor,  fill vacancies,  however caused,
and remove all members of the Committee and thereafter  directly  administer the
Plan, all to the extent permitted by the Applicable Laws.

     (c) POWER OF THE  ADMINISTRATOR.  Subject  to the  provisions  of the Plan,
Applicable Laws and in, the case of a Committee,  the specific duties  delegated
by the Board to such  Committee,  and subject to the  approval  of any  relevant
authorities,  including  the  approval,  if required,  of any Stock  Exchange or
Nasdaq, the Administrator shall have the authority, in its discretion:

           (i) to  determine  the  Fair  Market  Value  of  the  Common Stock in
accordance with Section 2(j) of the Plan;

           (ii) to select the Consultants and Employees to whom Options may from
time to time be granted hereunder;

           (iii) to determine  whether  and to  what extent  Options are granted
hereunder;

                                       4
<PAGE>

           (iv) to determine the number of shares of the Common Stock to be
covered by each such Option granted hereunder;

           (v)  to approve forms of agreement for use under the Plan;

           (vi) to determine the terms and conditions, not inconsistent with the
terms of the Plan, of any award granted hereunder;

           (vii) to determine the  consideration to be  paid upon exercise of an
Option consistent with Section 8(b) hereof;

           (viii) to  reduce  the  exercise  price of  any  Option  to  the then
current Fair Market  Value if the Fair Market Value of the Common Stock  covered
by such Option shall have declined since the date the Option was granted;

           (ix) to  construe  and interpret the  terms of the Plan  and  Options
granted pursuant to the Plan; and

           (x) in order to fulfill the purposes of the Plan and without amending
the Plan, to modify grants of Options to participants who are foreign  nationals
or employed  outside of the United States in order to recognize  differences  in
local law, tax policies or customs.

     (d) EFFECT OF ADMINISTRATOR'S  DECISION. All decisions,  determinations and
interpretations  of the Administrator  shall be final and binding on all holders
of Options.

SECTION 5.   ELIGIBILITY.

     (a)  RECIPIENTS  OF GRANTS.  Nonqualified  Stock  Options may be granted to
Employees  and  Consultants.  Incentive  Stock  Options  may be granted  only to
Employees.  An Employee or Consultant  who has been granted an Option may, if he
or she is otherwise eligible, be granted additional Options.

     (b) TYPE OF OPTION. Each Option shall be designated in the Option Agreement
as either an Incentive  Stock Option or a  Nonqualified  Stock Option.  However,
notwithstanding such designations,  to the extent that the aggregate Fair Market
Value of Shares with respect to which  Options  designated  as  Incentive  Stock
Options are  exercisable  for the first time by any Optionee during any calendar
year (under all plans of the Company or any Subsidiary)  exceeds $100,000,  such
Options  shall be treated as  Nonqualified  Stock  Options  with  respect to the
excess Shares. For purposes of this Section 5(b),  Incentive Stock Options shall
be taken  into  account in the order in which  they were  granted,  and the Fair
Market  Value of the  Shares  subject  to an  Incentive  Stock  Option  shall be
determined as of the date of the grant of such Option.

     (c) NO EFFECT ON EMPLOYMENT OR CONSULTING RIGHTS. The Plan shall not confer
upon the  holder of any  Option  any  right  with  respect  to  continuation  of
employment or consulting  relationship with the Company,  nor shall it interfere
in any way with such holder's  right or the Company's  right to terminate his or
her employment or consulting relationship at any time, with or without cause.


                                       5
<PAGE>

SECTION 6. TERM OF PLAN.  The Plan shall  become  effective  upon the earlier to
occur  of its  adoption  by the  Board  of  Directors  or  its  approval  by the
stockholders  of the Company as  described  in Section 18 of the Plan.  It shall
continue  in  effect  for a term of ten years  unless  sooner  terminated  under
Section 14 of the Plan.

SECTION 7. TERM OF OPTION.  The term of each Option  shall be the term stated in
the Option Agreement; provided, however, that the term shall be no more than ten
years from the date of grant  thereof or such shorter term as may be provided in
the Option  Agreement  and provided  further  that,  in the case of an Incentive
Stock Option granted to an Optionee who, at the time the Option is granted, owns
stock  representing  more than 10% of the  total  combined  voting  power of all
classes of stock of the Company or any Subsidiary,  the term of the Option shall
be five years  from the date of grant  thereof  or such  shorter  term as may be
provided in the Option Agreement.

SECTION 8.   OPTION EXERCISE PRICE AND CONSIDERATION.

     (a) PER SHARE EXERCISE  PRICE.  The per share exercise price for the Shares
to be  issued  pursuant  to  exercise  of an  Option  shall be such  price as is
determined  by  the  Administrator  and  set  forth  in  the  applicable  Option
Agreement, but shall be subject to the following:

           (i) In the case of an Incentive Stock Option that is:

               (A) granted to an Employee who, at the time of the grant of such
Incentive  Stock  Option,  owns  stock  representing  more than 10% of the total
combined  voting power of all classes of stock of the Company or any Subsidiary,
the per Share exercise price shall be no less than 110% of the Fair Market Value
per Share on the date of grant.

               (B) granted to any other  Employee,  the per Share exercise price
shall be no less  than  100% of the Fair  Market  Value per Share on the date of
grant.

           (ii) In the case of a Nonqualified Stock Option that is:

               (A) granted  prior to the date, if any, on which the Common Stock
becomes  a Listed  Security  to a person  who,  at the time of the grant of such
Option, owns stock representing more than 10% of the total combined voting power
of all  classes of stock of the  Company or any  Parent or  Subsidiary,  the per
Share  exercise  price shall be no less than 110% of the Fair  Market  Value per
Share on the date of grant if  required  by the  Applicable  Laws and, if not so
required, shall be such price as is determined by the Administrator.

               (B) granted prior to the date, if any, on which the Common  Stock
becomes a Listed  Security to any other  person,  the per Share  exercise  price
shall be no less  than 85% of the Fair  Market  Value  per  Share on the date of
grant if required by  Applicable  Laws and,  if not so  required,  shall be such
price as is determined by the Administrator.



                                       6
<PAGE>

     (b) CONSIDERATION. The consideration to be paid for the Shares to be issued
upon exercise of an Option, including the method of payment, shall be determined
by the  Administrator.  The consideration may consist entirely of (i) cash, (ii)
check,  (iii)  promissory  note (subject to the provisions of Applicable  Laws),
(iv) other Shares that (A), in the case of Shares  acquired  upon exercise of an
Option,  have been owned by the Optionee for more than six months on the date of
surrender  or such  other  period  as may be  required  to avoid a charge to the
Company's  earnings,  and (B) have a Fair Market  Value on the date of surrender
equal to the  aggregate  exercise  price of the Shares as to which  such  Option
shall be exercised,  (v)  authorization for the Company to retain from the total
number  of Shares as to which the  Option  is  exercised  that  number of Shares
having a Fair Market Value on the date of exercise  equal to the exercise  price
for the  total  number of Shares  as to which  the  Option  is  exercised,  (vi)
delivery  of a  properly  executed  exercise  notice  together  with such  other
documentation as the Administrator and the broker, if applicable,  shall require
to effect an exercise  of the Option and  delivery to the Company of the sale or
loan proceeds  required to pay the exercise price and any  applicable  income or
employment taxes,  (vii) delivery of an irrevocable  subscription  agreement for
the Shares that irrevocably  obligates the option holder to take and pay for the
Shares  not  more  than  twelve  months  after  the  date  of  delivery  of  the
subscription  agreement,  (viii) any  combination  of the  foregoing  methods of
payment, or (ix) such other consideration and method of payment for the issuance
of Shares to the  extent  permitted  under the  Applicable  Laws.  In making its
determination as to the type of consideration to accept, the Administrator shall
consider if  acceptance  of such  consideration  may be  reasonably  expected to
benefit the Company.

SECTION 9.   EXERCISE OF OPTION.

     (a)  PROCEDURE  FOR  EXERCISE.   Any  Option  granted  hereunder  shall  be
exercisable  at such  times and  under  such  conditions  as  determined  by the
Administrator and reflected in the Option  Agreement,  which may include vesting
requirements and/or performance  criteria with respect to the Company and/or the
Optionee.  In the event that any of the Shares issued upon exercise of an Option
(which  exercise  occurs prior to the date,  if any, upon which the Common Stock
becomes a Listed  Security)  should be subject to a right of  repurchase  in the
Company's  favor,  such  repurchase  right shall,  if required by the Applicable
Laws,  lapse at the rate of at least 20% per year over five  years from the date
the  Option is  granted.  Notwithstanding  the  above,  in the case of an Option
granted to an officer,  director or Consultant of the Company or any  Subsidiary
of the Company, the Option may become fully exercisable, and a repurchase right,
if any, in favor of the Company  shall  lapse,  at any time or during any period
established by the Administrator.

     An Option  shall be  deemed to be  exercised  when  written  notice of such
exercise  has been  given to the  Company  in  accordance  with the terms of the
Option by the  person  entitled  to  exercise  the Option  and the  Company  has
received  full  payment  for the  Shares  with  respect  to which the  Option is
exercised. Full payment may, as authorized by the Administrator,  consist of any
consideration and method of payment allowable under Section 8(b) of the Plan.

     Exercise  of an Option in any  manner  shall  result in a  decrease  in the
number of Shares that thereafter may be available, both for purposes of the Plan
and for sale under the Option, by the number of Shares as to which the Option is
exercised.

                                       7
<PAGE>

     (b) FRACTIONAL  SHARES.  An Option may not be exercised for a fraction of a
Share.  Any fraction of a Share shall be raised or lowered to the nearest  whole
Share.

     (c)  RIGHTS  AS  STOCKHOLDERS.  Until the  issuance  (as  evidenced  by the
appropriate  entry on the books of the Company or of a duly authorized  transfer
agent of the Company) of the stock  certificate  evidencing the Shares  issuable
upon exercise of an Option,  no right to vote or receive  dividends or any other
rights  as a  stockholder  shall  exist  with  respect  to the  Optioned  Stock,
notwithstanding the exercise of the Option. The Company shall issue (or cause to
be issued)  such stock  certificate  promptly  upon  exercise of the Option.  No
adjustment  will be made for a dividend or other right for which the record date
is prior to the date the stock  certificate  is issued,  except as  provided  in
Section 11 of the Plan.

     (d)  TERMINATION  OF  EMPLOYMENT  OR  CONSULTING  RELATIONSHIP.  Subject to
Section 9(e) below,  in the event of  termination  of an  Optionee's  Continuous
Status as an Employee or  Consultant  with the Company,  such  Optionee may, but
only within  three months (or such other period of time not less than 30 days as
is determined by the  Administrator,  with such  determination in the case of an
Incentive  Stock  Option  being  made at the time of grant of the Option and not
exceeding  three  months)  after the date of such  termination  (but in no event
later than the  expiration  date of the term of such  Option as set forth in the
Option  Agreement),  exercise  his or her Option to the extent that the Optionee
was entitled to exercise it at the date of such termination.  To the extent that
the  Optionee  was not  entitled  to  exercise  the  Option  at the date of such
termination,  or if the Optionee  does not exercise such Option to the extent so
entitled  within the time  specified  herein,  the Option  shall  terminate.  No
termination  shall be deemed to occur and this  Section  9(d) shall not apply if
(i) the Optionee is a Consultant  who becomes an Employee,  or (ii) the Optionee
is an Employee who becomes a Consultant.

     (e) DISABILITY OF OPTIONEE.

           (i)  Notwithstanding  Section 9(d) above, in the event of termination
of an Optionee's  Continuous  Status as an Employee or Consultant as a result of
his or her total  and  permanent  disability  (within  the  meaning  of  Section
22(e)(3) of the Code),  such  Optionee  may,  but only within 12 months from the
date of such  termination (but in no event later than the expiration date of the
term of such Option as set forth in the Option  Agreement),  exercise the Option
to the extent otherwise entitled to exercise it at the date of such termination.
To the extent that the  Optionee  was not entitled to exercise the Option at the
date of  termination,  or if the Optionee  does not exercise  such Option to the
extent so entitled within the time specified herein, the Option shall terminate.

           (ii) In the  event of  termination of an Optionee's Continuous Status
as an Employee or  Consultant  as a result of a  disability  which does not fall
within the meaning of total and  permanent  disability  (as set forth in Section
22(e)(3) of the Code),  such  Optionee  may, but only within six months from the
date of such  termination (but in no event later than the expiration date of the
term of such Option as set forth in the Option  Agreement),  exercise the Option
to the extent otherwise entitled to exercise it at the date of such termination.
However,  to the extent that such Optionee  fails to exercise an Option which is
an Incentive Stock Option (within the meaning of Section 422 of the Code) within


                                       8
<PAGE>

three  months of the date of such  termination,  the Option will not qualify for
Incentive Stock Option treatment under the Code. To the extent that the Optionee
was not  entitled to exercise the Option at the date of  termination,  or if the
Optionee  does not  exercise  such Option to the extent so  entitled  within six
months or three months,  as the case may be, from the date of  termination,  the
Option shall terminate.

     (f) DEATH OF OPTIONEE.  In the event of the death of an Optionee during the
period of Continuous Status as an Employee or Consultant since the date of grant
of the  Option,  or  within  30 days  following  termination  of the  Optionee's
Continuous Status as an Employee or Consultant,  the Option may be exercised, at
any time  within 12 months  following  the date of death (but in no event  later
than the  expiration  date of the term of such Option as set forth in the Option
Agreement),  by such Optionee's  estate or by a person who acquired the right to
exercise  the Option by bequest  or  inheritance,  but only to the extent of the
right to exercise that had accrued at the date of death or, if earlier, the date
of termination of the Optionee's Continuous Status as an Employee or Consultant.
To the extent that the  Optionee  was not entitled to exercise the Option at the
date of death or  termination,  as the case may be, or if the Optionee  does not
exercise such Option to the extent so entitled within the time specified herein,
the Option shall terminate.

     (g)  Anything  in   subsections   (d),  (e)  and  (f)  of  this  Section  9
notwithstanding and always subject to Applicable Laws,  particularly the Code in
the case of an Incentive  Stock  Option,  the  Administrator  may provide in the
Option Agreement for a different date of termination (but in no event later than
the expiration  date of the term of the Option) and may provide for  termination
in the event of certain events which the Administrator  shall define as Cause or
as shall be so defined in any  employment  or consulting  agreement  between the
Company and the Optionee.

     (h) RULE 16B-3. Options granted to Reporting Persons shall comply with Rule
16b-3 and shall contain such  additional  conditions or  restrictions  as may be
required thereunder to qualify for the maximum exemption for Plan transactions.

SECTION 10. STOCK  WITHHOLDING TO SATISFY  WITHHOLDING TAX  OBLIGATIONS.  At the
discretion of the Administrator,  Optionees may satisfy withholding  obligations
as  provided  in this  Section 10.  When an  Optionee  incurs tax  liability  in
connection  with an Option,  which tax  liability is subject to tax  withholding
under  applicable  tax laws, and the Optionee is obligated to pay the Company an
amount  required to be withheld  under  applicable  tax laws,  the  Optionee may
satisfy  the  withholding  tax  obligation  by one or  some  combination  of the
following  methods:  (a) by cash or  check  payment,  (b) out of the  Optionee's
current compensation, (c) if permitted by the Administrator,  in its discretion,
by surrendering to the Company Shares that (i), in the case of Shares previously
acquired  from the  Company,  have been owned by the  Optionee for more than six
months on the date of  surrender,  and (ii) have a Fair Market Value on the date
of surrender  equal to or more than the  Optionee's  marginal tax rate times the
ordinary income recognized, or (d) by electing to have the Company withhold from
the Shares to be issued  upon  exercise of the  Option,  if any,  that number of
Shares  having a Fair Market Value equal to the amount  required to be withheld.
For this  purpose,  the Fair Market Value of the Shares to be withheld  shall be
determined on the date that the amount of tax to be withheld is to be determined
(the "Tax Date").

                                       9
<PAGE>

     Any surrender by a Reporting  Person of previously  owned Shares to satisfy
tax  withholding  obligations  arising upon  exercise of this Option must comply
with the applicable provisions of Rule 16b-3.

     All  elections  by an  Optionee  to have  Shares  withheld  to satisfy  tax
withholding  obligations  shall be made in writing in a form  acceptable  to the
Administrator and shall be subject to the following restrictions:

     (a) the election must be made on or prior to the applicable Tax Date;

     (b) once made,  the  election  shall be  irrevocable  as to the  particular
Shares of the Option as to which the election is made; and

     (c) all  elections  shall be subject to the consent or  disapproval  of the
Administrator.

SECTION 11.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, MERGER OR CERTAIN OTHER
             TRANSAcTIONS.

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

     (b) DISSOLUTION OR LIQUIDATION. In the event of the proposed dissolution or
liquidation of the Company, the Administrator shall notify the Optionee at least
15 days prior to such proposed action.  To the extent it has not been previously
exercised,  the Option will terminate  immediately  prior to the consummation of
such proposed action.

     (c)  MERGER OR SALE OF ASSETS.  In the event of a  proposed  sale of all or
substantially  all of the  Company's  assets or a merger of the Company  with or
into another  corporation where the successor  corporation issues its securities
to the Company's  stockholders,  each outstanding  Option shall be assumed or an
equivalent option shall be substituted by such successor corporation or a parent
or subsidiary of such successor  corporation,  unless the successor  corporation
does not agree to assume the Option or to substitute an  equivalent  option,  in
which case such Option shall  terminate upon the  consummation  of the merger or
sale of assets.

                                       10
<PAGE>

     (d)  CERTAIN  DISTRIBUTIONS.  In  the  event  of  any  distribution  to the
Company's  stockholders of securities of any other entity or other assets (other
than  dividends  payable  in cash or stock of the  Company)  without  receipt of
consideration  by  the  Company,  the  Administrator  may,  in  its  discretion,
appropriately  adjust  the  price  per share of  Common  Stock  covered  by each
outstanding Option to reflect the effect of such distribution.

SECTION 12.  NON-TRANSFERABILITY  OF OPTIONS.  Options may not be sold, pledged,
assigned, hypothecated,  transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution  and may be exercised  during the
lifetime of the Optionee only by the Optionee.

SECTION 13. TIME OF GRANTING OPTIONS.  The date of grant of an Option shall, for
all purposes,  be the date on which the  Administrator  makes the  determination
granting  such  Option,  or such  other  date  as is  determined  by the  Board;
provided,  however,  that in the case of any Incentive  Stock Option,  the grant
date  shall  be the  later  of the date on which  the  Administrator  makes  the
determination  granting such Incentive  Stock Option or the date of commencement
of the  Optionee's  employment  relationship  with the  Company.  Notice  of the
determination shall be given to each Employee or Consultant to whom an Option is
so granted within a reasonable time after the date of such grant.

SECTION 14.   AMENDMENT AND TERMINATION OF THE PLAN.

     (a)  AUTHORITY  TO AMEND OR  TERMINATE.  The Board  may at any time  amend,
alter, suspend or discontinue the Plan, but no amendment, alteration, suspension
or  discontinuation  shall be made that would  impair the rights of any Optionee
under any grant theretofore made,  without his or her consent.  In addition,  to
the extent necessary and desirable to comply with Rule 16b-3 or with Section 422
of  the  Code  (or  any  other  applicable  law  or  regulation,  including  the
requirements  of any  Stock  Exchange  or  Nasdaq),  the  Company  shall  obtain
stockholder approval of any Plan amendment in such a manner and to such a degree
as required.

     (b) EFFECT OF AMENDMENT OR TERMINATION.  No amendment or termination of the
Plan shall  adversely  affect Options  already  granted,  unless mutually agreed
otherwise between the Optionee and the Board, which agreement must be in writing
and signed by the Optionee and the Company.

SECTION  15.  CONDITIONS  UPON  ISSUANCE OF SHARES.  Shares  shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance  and  delivery of such Shares  pursuant  thereto  shall comply with all
relevant provisions of law, including,  without limitation,  the Securities Act,
the Exchange Act, the rules and regulations promulgated under the Securities Act
or the Exchange Act, and the requirements of any Stock Exchange or Nasdaq.

     As a condition  to the  exercise of an Option,  the Company may require the
person  exercising  such Option to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without any
present  intention  to sell or  distribute  such  Shares  if, in the  opinion of
counsel for the Company, such a representation is required by law.

                                       11
<PAGE>

SECTION 16.  RESERVATION OF SHARES.  The Company,  during the term of this Plan,
will at all times reserve and keep  available  such number of Shares as shall be
sufficient to satisfy the requirements of the Plan. The inability of the Company
to  obtain  authority  from  any  regulatory  body  having  jurisdiction,  which
authority  is deemed by the  Company's  counsel  to be  necessary  to the lawful
issuance  and sale of any Shares  hereunder,  shall  relieve  the Company of any
liability  in  respect of the  failure to issue or sell such  Shares as to which
such requisite authority shall not have been obtained.

SECTION  17. OPTION  AGREEMENTS. Options  shall be evidenced by  written  Option
Agreements in such form(s) as the Administrator shall approve from time to time.

SECTION 18.  STOCKHOLDER  APPROVAL.  Continuance of the Plan shall be subject to
approval by the stockholders of the Company within 12 months before or after the
date the Plan is adopted.  Such  stockholder  approval  shall be obtained in the
degree and manner required under  applicable state and federal law and the rules
of any Stock  Exchange  upon which the  Common  Stock is listed or Nasdaq if the
Common Stock is traded  therein.  All Options issued under the Plan shall become
void in the event such approval is not obtained.

SECTION 19.  INFORMATION AND DOCUMENTS TO OPTIONEES.  Prior to the date, if any,
upon which the Common  Stock  becomes a Listed  Security  and if required by the
Applicable  Laws,  the  Company  shall  provide  financial  statements  at least
annually to each Optionee and to each individual who acquired Shares Pursuant to
the Plan,  during the period such Optionee has one or more Options  outstanding,
and in the case of an  individual  who  acquired  Shares  pursuant  to the Plan,
during the period such  individual  owns such Shares.  The Company  shall not be
required to provide such  information  if the issuance of Options under the Plan
is limited to key employees  whose duties in connection  with the Company assure
their access to equivalent information.  In addition, at the time of issuance of
any securities  under the Plan, the Company shall provide to the Optionee a copy
of the Plan and any agreement(s)  pursuant to which securities granted under the
Plan are issued.






                                       12