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                                                                    EXHIBIT 10.2

                          MSK FINANCIAL SERVICES, INC.

                             1995 STOCK OPTION PLAN

     1.   Establishment, Purpose and Term of Plan.

          1.1  Establishment. The MSK Financial Services, Inc. 1995 Stock Option
Plan (the "Plan") is hereby established effective as of February 13, 1995 (the
"Effective Date").

          1.2  Purpose. The purpose of the Plan is to advance the interests of
the Participating Company Group and its shareholders by providing an incentive
to attract, retain and reward persons performing services for the Participating
Company Group and to motivate such persons to contribute to the growth and
profitability of the Participating Company Group.

          1.3  Term of Plan. The Plan shall continue in effect until terminated
by the Board or until all of the shares of Stock available for issuance under
the Plan have been issued and all restrictions on such shares under the terms of
the Plan and the agreements evidencing Options granted under the Plan have
lapsed. However, all Options shall be granted, if at all, within ten (10) years
from the Effective Date.

     2.   Definitions and Construction.

          2.1 Definitions. Whenever used herein, the following terms shall have
their respective meanings set forth below:

               (a)  "Board" means the Board of Directors of the Company. If one
or more Committees have been appointed by the Board to administer the Plan,
"Board" shall also mean such Committee(s).

               (b)  "Code" means the Internal Revenue Code of 1986, as amended,
and any applicable regulations promulgated thereunder.

               (c)  "Committee" means the Compensation Committee or other
committee of the Board duly appointed to administer the Plan and having such
powers as shall be specified by the Board. Unless the powers of the Committee
have been specifically limited, the Committee shall have all of the powers of
the Board granted herein, including, without limitation, the power to amend or
terminate the Plan at any time, subject to the terms of the Plan and any
applicable limitations imposed by law.

               (d)  "Company" means MSK Financial Services, Inc., a California
corporation, or any successor corporation thereto.

               (e)  "Consultant" means any person, including an advisor, engaged
by a Participating Company to render services other than as an Employee or a
Director.

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               (f)  "Director" means a member of the Board or of the board of
directors of any other Participating Company.

               (g)  "Employee" means any common-law employee (including officers
and Directors who are also common-law employees) of a Participating Company;
provided, however, that neither service as a Director nor payment of a
director's fee shall be sufficient to constitute employment for this purpose.

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

               (i)  "Insider" means an officer or Director of the Company or any
other person whose transactions in the Stock are subject to Section 16 of the
Exchange Act.

               (j)  "Fair Market Value" means, as of any date, the value of a
share of stock or other property as determined by the Board, in its sole
discretion.

               (k)  "Option" means a right to purchase Stock (subject to
adjustment as provided in Section 5.2) pursuant to the terms and conditions of
the Plan. An Option may be either (i) an Option intended to be an "Incentive
Stock Option" within the meaning of Section 422(b) of the Code or (ii) a
"Nonstatutory Stock Option" which is not intended to, or does not, qualify as an
Incentive Stock Option.

               (l)  "Optionee" means a person who has been granted one or more
Options.

               (m)  "Option Agreement" means a written agreement between the
Company and an Optionee setting forth the terms, conditions and restrictions of
the Option granted to the Optionee.

               (n)  "Parent Corporation" means any present or future "parent
corporation" of the Company, as defined in Section 424(e) of the Code.

               (o)  "Participating Company" means the Company or any Parent
Corporation or Subsidiary Corporation.

               (p)  "Participating Company Group" means, at any point in time,
all corporations collectively which are then Participating Companies.

               (q)  "Rule 16b-3" means Rule 16b-3 as promulgated under the
Exchange Act, as amended from time to time, or any successor rule or regulation.

               (r)  "Section 162(m)" means Section 162(m) of the Code, as
amended by the Revenue Reconciliation Act of 1993 (P.L. 103-66).

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               (s)  "Stock" means the common stock, without par value, of the
Company, as adjusted from time to time in accordance with Section 5.2.

               (t)  "Subsidiary Corporation" means any present or future
"subsidiary corporation" of the Company, as defined in Section 424(f) of the
Code.

               (u)  "Ten Percent Owner Optionee" means an Optionee who, at the
time an Option is granted to the Optionee, owns stock possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of a
Participating Company within the meaning of Section 422(b)(6) of the Code.

          2.2  Construction. Captions and titles contained herein are for
convenience only and shall not affect the meaning or interpretation of any
provision of the Plan. Except when otherwise indicated by the context, the
singular shall include the plural, and the plural shall include the singular.
Use of the term "or" is not intended to be exclusive, unless the context clearly
requires otherwise.

     3.   Administration.

          3.1  Administration by the Board. The Plan shall be administered by
the Board, including any duly appointed Committee of the Board. All questions of
interpretation of the Plan or of any Option shall be determined by the Board,
and such determinations shall be final and binding upon all persons having an
interest in the Plan or such Option. Any officer of a Participating Company
shall have the authority to act on behalf of the Company with respect to any
matter, right, obligation, or election which is the responsibility of or which
is allocated to the Company herein, provided the officer has apparent authority
with respect to such matter, right, obligation, or election.

          3.2  Powers of the Board. In addition to any other powers set forth in
the Plan and subject to the provisions of the Plan, the Board shall have the
full and final power and authority, in its sole discretion:

               (a)  to determine the persons to whom, and the time or times at
which, Options shall be granted and the number of shares of Stock to be subject
to each Option;

               (b)  to designate Options as Incentive Stock Options or
Nonstatutory Stock Options;

               (c)  to determine the Fair Market Value of shares of stock or
other property;

               (d)  to determine the terms and conditions of each Option (which
need not be identical), including, without limitation, the exercise price of the
Option, the method of payment for shares purchased upon the exercise of the
Option, the method for satisfaction of any

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tax withholding obligation arising in connection with the Option, including by
the withholding or delivery of shares of stock, the timing and terms of the
exercisability and vesting of the Option, the time of the expiration of the
Option, the effect of the Optionee's termination of employment or service, and
all other terms and conditions of the Option not inconsistent with the terms of
the Plan;

               (e)  to approve one or more forms of Option Agreement;

               (f)  to amend, modify, extend, or renew, or grant a new Option in
substitution for, any Option or to waive any restrictions or conditions
applicable to any Option or the exercise thereof;

               (g)  to accelerate, continue, extend or defer the exercisability
or vesting of any Option, including with respect to the period following an
Optionee's termination of employment or service with the Participating Company
Group;

               (h)  to prescribe, amend or rescind rules, guidelines and
policies relating to the Plan, or to adopt supplements to, or alternative
versions of, the Plan, including, without limitation, as the Board deems
necessary or desirable to comply with the laws of, or to accommodate the tax
policy or custom of, foreign jurisdictions whose citizens may be granted
Options; and

               (i)  to correct any defect, supply any omission or reconcile any
inconsistency in the Plan or any Option Agreement and to make all other
determinations and take such other actions with respect to the Plan and any
Option as the Board may deem advisable, to the extent consistent with the Plan
and applicable law.

          3.3  Disinterested Administration. With respect to participation by
Insiders in the Plan, at any time that any class of equity security of the
Company is registered pursuant to Section 12 of the Exchange Act, the Plan shall
be administered by the Board in compliance with the "disinterested
administration" requirements of Rule 16b-3.

     4.   Eligibility and Option Limitations.

          4.1  Eligible Persons. Options may be granted only to Employees,
Consultants, and Directors. For purposes of the foregoing sentence, "Employees"
shall include prospective Employees to whom Options are granted in connection
with written offers of employment with the Participating Company Group, and
"Consultants" shall include prospective Consultants to whom Options are granted
in connection with written offers of engagement with the Participating Company
Group. Eligible persons may be granted more than one (1) Option.

          4.2  Directors Serving on Committee. At any time that any class of
equity security of the Company is registered pursuant to Section 12 of the
Exchange Act, no member of a Committee established to administer the Plan in
compliance with the "disinterested administration" requirements of Rule 16b-3,
while a member, shall be eligible to be granted an

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Option.

          4.3  Option Grant Restrictions. A Director may only be granted a
Nonstatutory Stock Option unless the Director is also an Employee. An individual
who is a Consultant, or who is a prospective Employee or prospective Consultant,
may only be granted a Nonstatutory Stock Option.

          4.4  Fair Market Value Limitation. To the extent that the aggregate
Fair Market Value (determined at the time the Option is granted) of stock with
respect to which Incentive Stock Options are exercisable by an Optionee for the
first time during any calendar year (under all stock option plans of the
Participating Company Group, including the Plan) exceeds One Hundred Thousand
Dollars ($100,000), such options shall be treated as Nonstatutory Stock Options.
This Section 4.4 shall be applied by taking Incentive Stock Options into account
in the order in which they were granted. If the Code is amended to provide for a
different limitation from that set forth in this Section 4.4, such different
limitation shall be deemed incorporated herein effective as of the date and with
respect to such Options as required by such amendment to the Code. If an Option
is treated as an Incentive Stock Option in part and as a Nonstatutory Stock
Option in part by reason of the limitation set forth in this Section 4.4,
separate certificates representing each such portion shall be issued upon the
exercise of the Option.

     5.   Shares Subject to Plan.

          5.1  Maximum Number of Shares Issuable. Subject to adjustment as
provided in Section 5.2, the maximum aggregate number of shares of Stock that
may be issued under the Plan shall be Seven Hundred Eighty Two Thousand Nine
Hundred Seventy Seven (782,977) and shall consist of authorized but unissued
shares of Stock. In the event that any outstanding Option for any reason expires
or is terminated or canceled or shares of Stock acquired, subject to repurchase,
upon the exercise of an Option are repurchased by the Company, the shares of
Stock allocable to the unexercised portion of such Option, or such repurchased
shares of Stock, shall again be available for issuance under the Plan.

          5.2  Adjustments for Changes in Capital Structure. In the event of any
stock dividend, stock split, reverse stock split, recapitalization, combination,
reclassification or similar change in the capital structure of the Company,
appropriate adjustments shall be made in the number and class of shares subject
to the Plan and to any outstanding Options and in the exercise price of any
outstanding Options. If a majority of the shares which are of the same class as
the shares that are subject to outstanding Options are exchanged for, converted
into, or otherwise become (whether or not pursuant to a Transfer of Control (as
defined in Section 8.1) shares of another corporation (the "New Shares"), the
Board may unilaterally amend the outstanding Options to provide that such
Options are exercisable for New Shares. In the event of any such amendment, the
number of shares subject to and the exercise price of the outstanding Options
shall be adjusted in a fair and equitable manner as determined by the Board, in
its sole discretion. Notwithstanding the foregoing, any fractional share
resulting from an adjustment pursuant to this Section 5.2 shall be rounded up or
down to the nearest whole number, as determined by the Board, and in no event
may the exercise price of any Option be decreased to an amount less than

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the par value, if any, of the stock subject to the Option.

     6.   Terms and Conditions of Options. Options shall be evidenced by Option
Agreements specifying the number of shares of Stock covered thereby, in such
form as the Board shall from time to time establish, which Option Agreements may
incorporate all or any of the terms of the Plan by reference and shall comply
with and be subject to the following terms and conditions:

          6.1  Exercise Price. The exercise price for each Option shall be
established in the sole discretion of the Board; provided, however, that (a) the
exercise price per share for an Incentive Stock Option shall be not less than
the Fair Market Value of a share of Stock on date the Option is granted, (b) the
exercise price per share for a Nonstatutory Stock Option shall be not less than
eighty-five percent (85%) of the Fair Market Value of a share of Stock on the
date the Option is granted, and (c) no Option granted to a Ten Percent Owner
Optionee shall have an exercise price per share less than one hundred ten
percent (110%) of the Fair Market Value of a share of Stock on the date the
Option is granted. Notwithstanding the foregoing, an Option (whether an
Incentive Stock Option or a Nonstatutory Stock Option) may be granted with an
exercise price lower than the minimum exercise price set forth above if such
Option is granted pursuant to an assumption or substitution for another option
in a manner qualifying under the provisions of Section 424(a) of the Code.

          6.2  Exercise Period. Options shall be exercisable at such time or
times and subject to such terms, conditions, performance criteria, and
restrictions as shall be determined by the Board and set forth in the Option
Agreement evidencing such Option; provided, however, that (a) no Option shall be
exercisable after the expiration of ten (10) years after the date such Option is
granted, (b) no Incentive Stock Option granted to a Ten Percent Owner Optionee
shall be exercisable after the expiration of five (5) years after the date such
Option is granted, and (c) no Option granted to a prospective Employee or
prospective Consultant may become exercisable prior to the date on which such
individual commences service with a Participating Company.

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          6.3  Payment of Exercise Price.

               (a)  Forms of Payment Authorized. Except as otherwise provided
below, payment of the exercise price for the number of shares of Stock being
purchased pursuant to any Option shall be made (i) in cash, by check, or cash
equivalent, (ii) by tender to the Company of shares of Stock owned by the
Optionee having a Fair Market Value (determined without regard to any
restrictions on transferability applicable to such stock by reason of federal or
state securities laws or agreements with an underwriter for the Company) not
less than the exercise price, (iii) by the assignment of the proceeds of a sale
of some or all of the shares being acquired upon the exercise of the Option
(including, without limitation, through an exercise complying with the
provisions of Regulation T as promulgated from time to time by the Board of
Governors of the Federal Reserve System) (a "Same-Day Sale"), (iv) by the
Optionee's promissory note in a form approved by the Company, (v) by such other
consideration as may be approved by the Board from time to time to the extent
permitted by applicable law, or (vi) by any combination thereof. The Board may
at any time or from time to time, by adoption of or by amendment to the standard
forms of Option Agreement described in Section 7, or by other means, grant
Options which do not permit all of the foregoing forms of consideration to be
used in payment of the exercise price or which otherwise restrict one or more
forms of consideration.

               (b)  Tender of Stock. Notwithstanding the foregoing, an Option
may not be exercised by tender to the Company of shares of Stock to the extent
such tender of Stock would constitute a violation of the provisions of any law,
regulation or agreement restricting the redemption of the Company's stock.
Unless otherwise provided by the Board, an Option may not be exercised by tender
to the Company of shares of Stock unless such shares either have been owned by
the Optionee for more than six (6) months or were not acquired, directly or
indirectly, from the Company.

               (c)  Same-Day Sale. The Company reserves, at any and all times,
the right, in the Company's sole and absolute discretion, to establish, decline
to approve or terminate any program or procedures for the exercise of Options by
means of a Same-Day Sale.

               (d)  Payment by Promissory Note. No promissory note shall be
permitted if an exercise using a promissory note would be a violation of any
law. Any permitted promissory note shall be due and payable not more than four
(4) years after the Option is exercised, and interest shall be payable at least
annually and at a rate at least equal to the minimum interest rate necessary to
avoid imputed interest pursuant to all applicable sections of the Code. The
Board shall have the authority to permit or require the Optionee to secure any
promissory note used to exercise an Option with the shares of Stock acquired
upon the exercise of the Option or with other collateral acceptable to the
Company. Unless otherwise provided by the Board, in the event the Company at any
time is subject to the regulations promulgated by the Board of Governors of the
Federal Reserve System or any other governmental entity affecting the extension
of credit in connection with the Company's securities, any promissory note shall
comply with such applicable regulations, and the Optionee shall pay the unpaid
principal and accrued interest, if any, to the extent necessary to comply with
such applicable regulations.

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          6.4  Tax Withholding. The Company shall have the right, but not the
obligation, to deduct from the shares of Stock issuable upon the exercise of an
Option shares the Fair Market Value of which is equal to all or any part of the
federal, state, local and foreign taxes, if any, required by law to be withheld
by the Participating Company Group with respect to such Option. Alternatively,
in its sole discretion, the Company shall have the right to require the
Optionee, through payroll withholding or otherwise, to make adequate provision
for any such tax withholding obligations of the Participating Company Group
arising in connection with the Option. The Company shall have no obligation to
deliver shares of Stock or to release shares of Stock from an escrow established
pursuant to the Option Agreement until the Participating Company Group's tax
withholding obligations have been satisfied.

     7.   Standard Forms of Option Agreement.

          7.1  Incentive Stock Options. Unless otherwise provided for by the
Board at the time an Option is granted, an Option designated as an "Incentive
Stock Option" shall comply with and be subject to the terms and conditions set
forth in the form of Incentive Stock Option Agreement attached hereto as Exhibit
A.

          7.2  Nonstatutory Stock Options. Unless otherwise provided for by the
Board at the time an Option is granted, an Option designated as a "Nonstatutory
Stock Option" shall comply with and be subject to the terms and conditions set
forth in the form of Nonstatutory Stock Option Agreement attached hereto as
Exhibit B.

          7.3  Standard Term of Options. Except as otherwise provided in Section
6.2 or by the Board in the grant of an Option, any Option granted hereunder
shall be exercisable for a term of ten (10) years.

          7.4  Authority to Vary Terms. The Board shall have the authority from
time to time to vary the terms of any of the standard forms of Option Agreement
described in this Section 7 either in connection with the grant or amendment of
an individual Option or in connection with the authorization of a new standard
form or forms; provided, however, that the terms and conditions of such revised
or amended standard form or forms of Option Agreement shall be in accordance
with the terms of the Plan. Such authority shall include, but not by way of
limitation, the authority to grant Options which are immediately exercisable
subject to the Company's right to repurchase any unvested shares of Stock
acquired by an Optionee upon the exercise of an Option in the event such
Optionee's employment or service with the Participating Company Group is
terminated for any reason, with or without cause.

     8.   Transfer of Control.

          8.1  Definition. A "Transfer of Control" shall be deemed to have
occurred in the event any of the following occurs with respect to the Company:

               (a)  the direct or indirect sale or exchange by the shareholders
of the Company of all or substantially all of the stock of the Company where the
shareholders of the

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Company before such sale or exchange do not retain, directly or indirectly, as a
result of their ownership of shares of the Company's stock prior to such event,
beneficial ownership of at least a majority of the voting stock of the Company
after such sale or exchange;

               (b)  a merger or consolidation where the shareholders of the
Company before such merger or consolidation do not retain, directly or
indirectly, as a result of their ownership of shares of the Company's stock
prior to such event, beneficial ownership of at least a majority of the voting
stock of the Company after such merger or consolidation;

               (c)  the sale, exchange, or transfer of all or substantially all
of the assets of the Company (other than a sale, exchange, or transfer to one or
more Subsidiary Corporations of the Company);

               (d)  a liquidation or dissolution of the Company.

          8.2  Effect of Transfer of Control on Options. In the event of a
Transfer of Control, the Board, in its sole discretion, may arrange with the
surviving, continuing, successor, or purchasing corporation or parent
corporation thereof, as the case may be (the "Acquiring Corporation"), for the
Acquiring Corporation to either assume the Company's rights and obligations
under outstanding Options or substitute substantially equivalent options for the
Acquiring Corporation's stock for outstanding Options. Any Options which are
neither assumed or substituted for by the Acquiring Corporation in connection
with the Transfer of Control nor exercised as of the date of the Transfer of
Control shall terminate and cease to be outstanding effective as of the date of
the Transfer of Control.

     9.   Provision of Information. At least annually, copies of the Company's
balance sheet and income statement for the just completed fiscal year shall be
made available to each Optionee and purchaser of shares of Stock upon the
exercise of an Option. The Company shall not be required to provide such
information to persons whose duties in connection with the Company assure them
access to equivalent information.

     10.  Nontransferability of Options. During the lifetime of the Optionee, an
Option shall be exercisable only by the Optionee or the Optionee's guardian or
legal representative. No Option shall be assignable or transferable by the
Optionee, except by will or by the laws of descent and distribution.

     11.  Transfer of Company's Rights. In the event any Participating Company
assigns, other than by operation of law, to a third person, other than another
Participating Company, any of the Participating Company's rights to repurchase
any shares of Stock acquired upon the exercise of an Option, the assignee shall
pay to the assigning Participating Company the value of such right as determined
by the Company in the Company's sole discretion. Such consideration shall be
paid in cash. In the event such repurchase right is exercisable at the time of
such assignment, the value of such right shall be not less than the fair market
value of the shares of Stock which may be repurchased under such right (as
determined by the Company) minus the repurchase price of such shares. The
requirements of this Section 11 regarding the minimum

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consideration to be received by the assigning Participating Company shall not
inure to the benefit of the Optionee whose shares of Stock are being
repurchased. Failure of a Participating Company to comply with the provisions of
this Section 11 shall not constitute a defense or otherwise prevent the exercise
of the repurchase right by the assignee of such right.

     12.  Indemnification. In addition to such other rights of indemnification
as they may have as members of the Board, members of the Board and any officers
to whom authority to act for the Board is delegated shall be indemnified by the
Company against all reasonable expenses, including attorneys' fees, actually and
necessarily incurred in connection with the defense of any action, suit or
proceeding, or in connection with any appeal therein, to which they or any of
them may be a party by reason of any action taken or failure to act under or in
connection with the Plan, or any right granted hereunder, and against all
amounts paid by them in settlement thereof (provided such settlement is approved
by independent legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding, except in
relation to matters as to which it shall be adjudged in such action, suit or
proceeding that such person is liable for negligence or misconduct in duties;
provided, however, that within sixty (60) days after the institution of such
action, suit or proceeding, such person shall offer to the Company, in writing,
the opportunity at its own expense to handle and defend the same.

     13.  Termination or Amendment of Plan. The Board may terminate or amend the
Plan at any time. However, subject to changes in the law or other legal
requirements that would permit otherwise, without the approval of the Company's
shareholders, there shall be (a) no increase in the total number of shares of
Stock that may be issued under the Plan (except by operation of the provisions
of Section 5.2), (b) no change in the class of persons eligible to receive
Incentive Stock Options, (c) no expansion in the class of persons eligible to
receive Nonstatutory Stock Options, (d) no extension of the period during which
Options may be granted under the Plan, and (e) if a class of any equity security
of the Company is registered pursuant to Section 12 of the Exchange Act, no
amendment to the Plan which, in the opinion of the Board, would require
shareholder approval in order to comply with Rule 16b-3. In any event, no
termination or amendment of the Plan may adversely affect any then outstanding
Option or any unexercised portion thereof, without the consent of the Optionee,
unless such termination or amendment is required to enable an Option designated
as an Incentive Stock Option to qualify as an Incentive Stock Option or is
necessary to comply with any applicable law or government regulation.

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     IN WITNESS WHEREOF, the undersigned Secretary of the Company certifies that
the foregoing MSK Financial Services, Inc. 1995 Stock Option Plan was duly
adopted by the Board on February 13, 1995.


                                             __________________________________
                                             Secretary

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