EXUS NETWORKS, INC.

                             2002 STOCK OPTION PLAN


1.                Purpose.
                  -------

                  The Purpose of the EXUS NETWORKS, INC. 2002 Stock Option Plan
("Plan") is to provide to key employees, officers, directors, consultants and
agents of EXUS NETWORKS, INC. (the "Corporation") or any of its subsidiaries,
added incentive for high levels of performance and to reward unusual efforts
which increase the earnings and long-term growth of the Corporation. It is
intended to accomplish the foregoing by providing for the grant of "Incentive
Stock Options" and "Nonqualified Stock Options" to qualified eligible
individuals. Except where the context otherwise requires, the term "Corporation"
shall include EXUS NETWORKS, INC., a Nevada corporation, and all present and
future subsidiaries of the Corporation as defined in Section 424(e) and 424(f)
of the Internal Revenue Code of 1986, as amended (the "Code").

2.                Certain Definitions.
                  -------------------

                  As used in this Plan, the following words and phrases shall
have the respective meanings set forth below, unless the context clearly
indicates a contrary meaning.

(a) "Board of Directors" shall mean the Board of Directors of the Corporation.
    -------------------

(b) "Cause" shall mean any one or more of the following:
     ------

          (i) a  material  breach  of any term of  employment,  consultation  or
          engagement with the Corporation by the Optionee.

          (ii) the  continuing,  repeated  willful  failure  or  refusal  by the
          Optionee to substantially  perform his  responsibilities  on behalf of
          the Corporation.

          (iii) an act or omission of the Optionee that is materially adverse to
          the business, goodwill or reputation of the Corporation.

          (iv) an act of dishonesty.

          (v) the commission of a felony.

          (vi) the breach of a fiduciary duty or fraud.

          (vii) an act of moral turpitude.


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          (viii) a  determination  by a physician  licensed in the  jurisdiction
          where  the  Optionee  is  employed  that  the  Optionee  is a  chronic
          alcoholic  or a  narcotics  addict (as such term is defined  under the
          applicable law of such jurisdiction), or

          (ix) any "cause" for  termination  or  discharge  as may be  otherwise
          defined  in  any  employment,  consultation  or  engagement  agreement
          between the Optionee and the Corporation.

The  determination of the Option Committee with respect to whether a termination
for Cause has  occurred  shall be  submitted  to the Board of  Directors,  whose
decision shall be final and conclusive.

     (c)  "Change  of  Control"  shall  mean (i) an  acquisition  of any  voting
securities of the Corporation (the "Voting  Securities") by any "Person" (as the
term person is used for purposes of Section 13(d) or 14(d) of the Exchange Act),
immediately  after  which such  Person has  "Beneficial  Ownership"  (within the
meaning of Rule 13d-3  promulgated  under the  Exchange  Act) of thirty  percent
(30%) or more of the then outstanding shares or the combined voting power of the
Corporation's then outstanding  Voting Securities;  (ii) the individuals who, as
of the Effective Date are members of the Board (the  "Incumbent  Board"),  cease
for any reason to  constitute  at least  two-thirds of the members of the Board;
provided,  however,  that if the  election,  or nomination of the members of the
Corporation's common stockholders, of any new director was approved by a vote of
at least  two-thirds  of the  Incumbent  Board,  such new  director  shall,  for
purposes of this Plan, be considered as a member of the Incumbent  Board;  (iii)
the consummation of (x) a merger,  consolidation or reorganization  with or into
the Corporation or in which securities of the Corporation are issued unless such
merger,  consolidation or reorganization is a "Non-Control Transaction";  (iv) a
complete liquidation or dissolution of the Corporation; or (v) the sale or other
disposition of all or substantially  all of the assets of the Corporation to any
Person  (other  than a  transfer  to a  Subsidiary  or the  distribution  to the
Corporation's stockholders of the stock of a Subsidiary or any other assets).

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur
solely because any Person (the "Subject Person") acquired Beneficial Ownership
of more than the permitted amount of the then outstanding Shares or Voting
Securities as a result of the acquisition of Shares or Voting Securities by the
Corporation which, by reducing the number of Shares or Voting Securities then
outstanding, increases the proportional number of shares Beneficially Owned by
the Subject Persons, provided that if a Change in Control would occur (but for
the operation of this sentence) as a result of the acquisition of Shares or
Voting Securities by the Corporation, and after such share acquisition by the
Corporation, the Subject Person becomes the Beneficial Owner of any additional
Shares or Voting Securities which increases the percentage of the then
outstanding Shares or Voting Securities Beneficially Owned by the Subject
Person, then a Change in Control shall occur.

(d) "Disability"  shall mean the inability to engage in any substantial  gainful
activity by reason of any  medically  determined  physical or mental  impairment
which can be  expected to result in death or which has lasted or can be expected
to last  for a  continuous  period  of not  less  than  twelve  (12)  months  as
determined by the Option Committee in their sole discretion.

(e)  "Effective  Date"  shall mean the date on which the Plan is  approved  by a
majority of the outstanding shares of capital stock of the Corporation  entitled
to vote thereon.

(f)  "Exchange  Act" shall mean the  Securities  and  Exchange  Act of 1934,  as
amended.

(g) "Fair  Market  Value per Share"  shall  mean as of any date the fair  market
value of each of the Shares on such date (the  "applicable  date") as determined
by the Option  Committee in good faith.  The Option  Committee is  authorized to
make its  determination  as to the fair market value on the following basis: (i)
if the Shares are not traded on a securities  exchange and are not quoted on the
National  Association of Securities  Dealers,  Inc.'s Automated Quotation System
("NASDAQ"),  but are quoted on the Over The Counter  Electronic  Bulletin  Board
operated by NASDAQ,  "Fair Market Value per Share" shall be the mean between the
average daily bid and average daily asked prices of the Shares on the applicable
date, as published on such bulletin board;  (ii) if the Shares are not traded on
a securities  exchange  and are quoted on NASDAQ,  "Fair Market Value per Share"
shall be the closing  transaction price of the Shares on the applicable date, as
reported  on NASDAQ;  (iii) if the Shares are traded on a  securities  exchange,
"Fair Market Value per Share" shall be the daily closing price of the Shares, on
such  securities  exchange as of the applicable  date; or (iv) if the Shares are
traded other than as described in (i), (ii) or (iii) above, or if the Shares are
not publicly traded, "Fair Market Value per Share" shall be the value determined
by the Option  Committee  in good  faith  based  upon the fair  market  value as
determined by completely  independent and well qualified experts. In the case of
Shares  described in (i), (ii) or (iii) above, if no prices are reported for the
Shares on the  applicable  date,  the "Fair Market Value per Share" shall be the
price  reported for such Shares on the next  preceding  date on which there were
reported prices.

(h) "Granting  Date" shall mean the date on which the grant of an Option is made
effective by the Option Committee.

(i)  "Incentive  Stock  Option"  shall mean an Option  intended  to qualify  for
treatment  as an  incentive  stock  option  under  Section 422 of the Code,  and
designated as an Incentive Stock Option.

(j)   "Non-Control   Transaction"   shall  mean  a  merger,   consolidation   or
reorganization  with or into  the  Corporation  or in  which  securities  of the
Corporation are issued where:


                                    (a) the stockholders of the Corporation,
                                    immediately before such merger,
                                    consolidation or reorganization, own
                                    directly or indirectly immediately following
                                    such merger, consolidation or
                                    reorganization, at least fifty percent (50%)
                                    of the combined voting power of the
                                    outstanding voting securities of the
                                    corporation resulting from such merger or
                                    consolidation or reorganization (the
                                    "Surviving Corporation") in substantially
                                    the same proportion as their ownership of
                                    the Voting Securities immediately before
                                    such merger, consolidation or
                                    reorganization,

                                    (b) the individuals who were members of the
                                    Incumbent Board immediately prior to the
                                    execution of the agreement providing for
                                    such merger, consolidation or reorganization
                                    constitute at least two-thirds of the
                                    members of the board of directors of the
                                    Surviving Corporation, or a corporation
                                    beneficially directly or indirectly owning a
                                    majority of the Voting Securities of the
                                    Surviving Corporation, and

                                    (c) no Person other than (1) the
                                    Corporation, (2) any Subsidiary, (3) any
                                    employee benefit plan (or any trust forming
                                    a part thereof) that, immediately prior to
                                    such merger, consolidation or
                                    reorganization, was maintained by the
                                    Corporation or any Subsidiary, or (4) any
                                    Person who, immediately prior to such
                                    merger, consolidation or reorganization had
                                    Beneficial Ownership of thirty percent (30%)
                                    or more of the then outstanding Voting
                                    Securities or Shares, has Beneficial
                                    Ownership of thirty percent (30%) or more of
                                    the combined voting power of the Surviving
                                    Corporation's then outstanding voting
                                    securities or its common stock.

(k)  "Nonqualified  Stock  Option"  shall  mean an Option not  qualifying  as an
Incentive Stock Option.

(l) "Option" shall man any option to purchase Shares of the Corporation  granted
under the Plan,  which may be either an Incentive Stock Option or a Nonqualified
Stock Option.

(m)  "Option  Agreement"  shall mean the  document  setting  forth the terms and
conditions of each Option.


(n) "Option  Committee" shall mean the Committee  selected and designated by the
Board of Directors to administer  the Plan,  consisting of not less than two (2)
members of the Board of Directors.

(o) "Optionee" shall mean the holder of an Option.


(p) "Retirement" shall have the meaning ascribed by the Option Committee.


(q) "Securities Act" shall mean the Securities Act of 1933, as amended.


(r) "Shares"  shall mean the shares of common stock,  $0.001 par value per share
of the Corporation.

(s) "Subsidiary" shall mean any corporation (other than EXUS NETWORKS, INC.) in
an unbroken chain of corporations beginning with EXUS NETWORKS, INC., if each of
the corporations other than the last corporation in the unbroken chain owns
stock possessing 50% or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain.

(t) "Ten Percent Shareholder" shall mean an individual who, at the time an
   Option is granted, owns stock possessing more than 10% of the total combined
   voting power of all classes of stock of the Corporation or its parent, if
   any.

         3.      Stock Options.
                 -------------

     (a) In  General.  Awards  under the Plan  shall be  granted  in the form of
Options which may either qualify for treatment as Incentive  Stock Options or as
Nonqualified Stock Options.

     (b)  Limitation on Number of Shares.  The aggregate  number of Shares which
may be issued and purchased under the Plan shall not exceed  14,000,000  Shares,
subject to any Share  adjustments  pursuant  to Section 9.  Shares may be either
authorized and unissued Shares or issued Shares  reacquired by the  Corporation.
The total number of Shares subject to Options authorized under the Plan shall be
subject to increase or decrease,  as  necessary,  in order to give effect to the
adjustment  provisions  of Section 9 hereof and to give effect to any  amendment
adopted as provided in Section 15 hereof.  Notwithstanding the above limitation,
any Shares  subject to an Option which  terminates,  is cancelled or expires for
any reason  without being  exercised in full,  may again be subject to an Option
under the Plan, unless the Plan shall have been terminated. At the discretion of
the Option Committee,  existing Options may be cancelled and new options granted
at a lower price in the event of a decline in the market value of the Shares. If
Shares  issued  upon  exercise of an Option  under the Plan are  tendered to the
Corporation  in  partial  or full  payment  of the  exercise  price of an Option
granted  under  the Plan,  such  tendered  Shares  shall  not be  available  for
subsequent Option grants under the Plan.


<PAGE>




4. Eligibility.

     (a) In General.  Only  officers,  key  employees and directors who are also
employees of the  Corporation  shall be eligible to receive  grants of Incentive
Stock Options. Officers, key employees, consultants, agents and all directors of
the Corporation  (whether or not employees of the Corporation) shall be eligible
to receive grants of Nonqualified  Stock Options.  Within the foregoing  limits,
the Option Committee,  in its sole and absolute discretion,  shall, from time to
time, de termine (i) the individuals or the class of individuals to whom Options
may be granted hereunder, (ii) the number of Shares to be covered by each of the
Options granted hereunder, (iii) the purchase price of the Shares and the method
of payment for such  Shares,  (iv) the terms and  provisions  of the  respective
Option  Agreement and (v) the times at which such Options shall be granted.  The
Option  Committee shall take into account such factors as it shall deem relevant
in connection with accomplishing the purpose of the Plan as set forth in Section
1 hereof. All such  determinations  and designations of individuals  eligible to
receive  Options under the Plan shall be made in the absolute  discretion of the
Option Committee and shall not require the approval of the stockholders,  except
as expressly set forth herein.

     (b) Additional Options. An individual who has been granted an Option may be
granted  additional  Options  if the Option  Committee  shall so  determine.  In
addition,  new Options  may be granted in  substitution  for Options  previously
granted under this Plan or another plan of the  Corporation or under the plan of
another  corporation  assumed by the  Corporation.  No Options  shall be granted
under this Plan after the  expiration  of the tenth  (10th)  anniversary  of the
adoption of the Plan by the Board of Directors.

     (c) Certain  Limitations.  Incentive Stock Options may not be granted to an
Optionee  to  the  extent  that  the  aggregate  Fair  Market  Value  per  Share
(determined  as of the  Granting  Date) of all Shares  subject to the  Incentive
Stock Options granted under the Plan (or granted under any other incentive stock
option plan of the Corporation) which are exercisable for the first time by such
Optionee  during the same  calendar  year exceeds One Hundred  Thousand  Dollars
($100,000).

     (d) Option  Agreement.  Each Option  granted  pursuant to the Plan shall be
evidenced by a written Option Agreement entered into between the Corporation and
the Optionee which shall contain such terms and provisions,  including,  but not
limited to, the period of exercise,  whether in installments  or otherwise,  the
exercise  price and such other  terms and  conditions  as the  Option  Committee
shall,  in its sole  discretion,  determine  to be  appropriate  and  within the
contemplation  of the Plan.  The terms and  conditions  of such  written  Option
Agreement need not be the same for all Options granted under the Plan.


<PAGE>

5. Administration of Plan.

                  (a) Option Committee. This Plan shall be administered by the
Option Committee, subject to the approval and ratification by the Board of
Directors. Any action of the Option Committee with respect to administration of
the Plan shall be taken pursuant to (i) a majority vote at a meeting of the
Option Committee (to be documented by minutes), or (ii) the unanimous written
consent of its members. The Option Committee may meet in person, by telephone,
or by any other means which it deems to be advisable and convenient. All actions
taken by the Option Committee shall be submitted to the Board of Directors for
ratification and approval.

                  (b) Vacancies. Vacancies in the Option Committee shall be
filled by the Board of Directors. In addition, the Board of Directors may at any
time remove one or more members of the Option Committee and substitute others,
and a majority of disinterested members of the Board of Directors shall at all
times have the right to exercise any and all rights and powers of the Option
Committee.

                 (c) Authority. The Option Committee shall have the authority,
exercisable in its discretion, subject to express provisions of this Plan and
subject to the approval and ratification by the Board of Directors, to: (i)
construe and interpret the provisions of the Plan, decide all questions and
settle all controversies and disputes which may arise in connection with the
Plan; (ii) prescribe, amend and rescind rules and regulations relating to the
administration of the Plan; (iii) determine the exercise price of the Shares
covered by each Option granted hereunder and the method of payment for such
Shares, the individuals to whom, and the time or times at which, any Option
granted hereunder shall be granted and exercisable, the number of Shares covered
by each Option granted hereunder, (iv) determine the terms and provisions of the
respective Option Agreements (which need not be identical); (v) determine, in
the case of employees, whether Options shall be Incentive Stock Options or
Nonqualified Stock Options; (vi) determine the duration and purposes of leaves
of absence which may be granted to eligible individuals without constituting a
termination of their employment for purposes of the Plan; and (vii) make all
other determinations necessary or advisable for the administration of the Plan.
Determinations of the Option Committee on matters referred to in this Section
shall be conclusive and binding on all parties howsoever concerned. With respect
to Incentive Stock Options, the Option Committee shall administer the Plan in
compliance with the provisions of Code Section 422 as the same may hereafter be
amended from time to time. No member of the Option Committee shall be liable for
any action, omission or determination made in good faith in connection with the
Plan.

6. Exercise Price.

     (a) Nonqualified  Stock Options.  The exercise price of each Option that is
intended to be a  Nonqualified  Stock Option shall be  determined  by the Option
Committee.

     (b) Incentive  Stock Option.  The exercise price of each Option intended to
qualify  as an  Incentive  Stock  Option  shall  be  determined  by  the  Option
Committee,  but shall in no event be less than one hundred percent (100%) of the
Fair Market Value per Share on the Granting Date of the Incentive  Stock Option.
In the case of an Option intended to qualify as an Incentive Stock Option, which
is granted to a Ten Percent  Shareholder,  the exercise price per share shall in
no event be less than 110% of the Fair Market Value per Share  determined  as of
the Granting Date.


7. Period of Exercise and Certain Limitations on Right to Exercise.

                  (a) Period of Exercise. Each Option granted under the Plan
shall be exercisable at such times and under such conditions as may be
determined by the Option Committee at the Granting Date and as shall be set
forth in the Option Agreement; provided, however, in no event shall an Option be
exercisable after the expiration of ten (10) years from its Granting Date, and
in the case of an Incentive Stock Option granted to a Ten Percent Shareholder,
such Option shall not be exercisable later than five (5) years after its
Granting Date.

                  (b) Change of Control. Unless otherwise provided in any Option
Agreement, all Options granted pursuant to the Plan shall become fully and
immediately exercisable with respect to all Shares subject thereto, upon a
Change of Control.

                  (c ) Effect of Termination of Employment or Other
Relationship. The effect of the termination of an Optionee's employment or other
relationship with the Corporation on such Optionee's eligibility to exercise any
Options awarded pursuant to the Plan shall be as follows:

          (i) Disability or Death.  If an Optionee  ceases to be employed by, or
          ceases  to have a  relationship  with,  the  Corporation  by reason of
          Disability  or death,  any Option  heretofore  granted  which  remains
          unexercised at the time of  termination  shall become fully vested and
          exercisable  and shall expire not later than one (1) year  thereafter.
          During  such one (1) year  period and prior to the  expiration  of the
          Option  by  its  terms,  the  Optionee,  or his  or  her  executor  or
          administrator  or  the  person  or  persons  to  whom  the  Option  is
          transferred   by  will  or  the   applicable   laws  of  descent   and
          distribution,  may exercise  such Option,  and except as so exercised,
          such Option shall expire at the end of one (1) year period unless such
          Option by its terms  expires  before  such date.  The  decision  as to
          whether a termination  by reason of Disability  has occurred  shall be
          made by the  Option  Committee,  whose  decision  shall be  final  and
          conclusive.

          (ii)  Retirement.  If the Optionee ceases to be employed by, or ceases
          to have a relationship  with the  Corporation by reason of Retirement,
          any Option heretofore granted which remains unexercised at the time of
          such  Retirement  shall become fully vested and  exercisable and shall
          expire, in the case of an Incentive Stock Option, not later than three
          (3 )  months  thereafter,  or,  in the  case of a  Nonqualified  Stock
          Option, not later than one (1) year thereafter. During such period and
          prior to the expiration of the Option by its terms, such Option may be
          exercised by the Optionee, and except as so exercised, shall expire at
          the end of such  relevant  period  unless  such  Option  by its  terms
          expires  before such date. The decision as to whether a termination is
          by reason of Retirement shall be made by the Option  Committee,  whose
          decision shall be final and conclusive.

          (iii) Voluntary  Termination or Termination by the Corporation.  If an
          Optionee's  employment by, or  relationship  with, the  Corporation is
          terminated   voluntarily   or,  by  the   Corporation,   whether  such
          termination  is for  Cause or for no  reason  whatsoever,  any  Option
          heretofore  granted  which  remains  unexercised  at the  time of such
          termination  shall expire  immediately,  provided,  however,  that the
          Option  Committee  may, in its sole and  absolute  discretion,  within
          thirty  (30) days of such  termination,  waive the  expiration  of any
          Option awarded under the Plan, by giving written notice of such waiver
          to the Optionee at such Optionee's last known address. In the event of
          such  waiver,  the Optionee may exercise any such Options only to such
          extent, for such time, and upon such terms and conditions set forth in
          subparagraph (i) above. The  determination as to whether a termination
          is voluntary or for Cause shall be made by the Option Committee, whose
          decision shall be final and conclusive.

                  (d) Shares held for Investment. The Option Committee may, if
it or counsel for the Corporation shall deem it necessary or desirable for any
reason, require as a condition of exercise, that the Optionee or any other
person entitled to exercise an Option hereunder, represent in writing to the
Corporation at the time of exercise of such Option that it is their intention to
acquire the Shares as to which the Option is being exercised for investment
purposes and not with a view to the sale or distribution thereof.

                  (e) Transferability. Options granted under the Plan to an
Optionee shall not be transferable other than by will or the laws of descent and
distribution, and such Options shall be exercisable, during the Optionee's
lifetime, only by him or his legal guardian or legal representative. A transfer
of an Option by will or the laws of descent and distribution shall not be
effective unless the Option Committee shall have been furnished with such
evidence as it may deem necessary to establish the validity of the transfer.

                  (f) Intended Treatment as Incentive Stock Options. Incentive
Stock Options granted pursuant to this Plan are intended to qualify as
"incentive stock options" pursuant to Code Section 422 and shall, whenever
possible, be construed and administered so as to implement that intent. If all
or any part of an Option granted hereunder with the intention of qualifying as
an Incentive Stock Option, shall fail to so qualify, such Option or portion
thereof that fails to so qualify shall be deemed a Nonqualified Stock Option
granted hereunder.

8. Payment of Exercise Price and Cancellation of Options.

     (a) Notice of Exercise. An Option granted under the Plan shall be exercised
by giving written notice the Secretary of the  Corporation (or such other person
designated by the Option Committee) of the Optionee's  intention to exercise one
or more  Options  hereunder  and by  delivering  payment of the  exercise  price
therewith, which shall be paid in full at the time of such exercise.

     (b) Method of Settlement. The consideration to be paid for the Shares to be
issued upon  exercise of an Option,  shall consist of cash or, with the approval
of the Option Committee (which may be withheld in its sole  discretion),  Shares
having a fair market value on the date of exercise,  as determined by the Option
Committee,  at least equal to the exercise  price or a  combination  of cash and
Shares or, with the approval of the Option  Committee  (which may be withheld in
its sole  discretion)  may also be effected  wholly or partly by monies borrowed
from the Corporation  pursuant to a promissory note, the terms and conditions of
which  shall be  determined  from time to time by the Option  Committee,  in its
discretion,  separately  with  respect  to each  exercise  of  Options  and each
Optionee,  or by such other method of payment as may be determined by the Option
Committee in its sole discretion;  provided,  that each such method and time for
payment and each such borrowing and terms and conditions of repayment shall then
be  permitted  by and be in  compliance  with  applicable  law. An Optionee  may
purchase  less  than the  total  number  of  Shares  for which an Option is then
exercisable,  provided,  however, that any partial exercise of an Option may not
be less than for one hundred  (100) Shares and shall not include any  fractional
Shares. No Optionee or legal representative of an Optionee,  as the case may be,
will be, or will be deemed to be, the owner of any  Shares  covered by an Option
unless and until  certificates for the Shares are issued to the Optionee or such
Optionee's representative under the Plan.


<PAGE>

9. Share Adjustment.

     If the  outstanding  Shares  of the  class  then  subject  to this Plan are
increased or decreased,  or are changed into or exchanged for a different number
or kind of shares or securities or other forms of property  (including  cash) or
rights,  as  a  result  of  one  or  more  reorganizations,   recapitalizations,
spin-offs,  stock splits,  reverse stock  splits,  stock  dividends or the like,
appropriate  adjustments  shall be made in the number  and/or  kind of Shares or
securities  or other  forms of  property  (including  cash) or rights  for which
Options may  thereafter  be granted  under the Plan and for which  Options  then
outstanding  under  the  Plan  may  thereafter  be  exercised.  Any  such  Share
adjustments  shall  be  made  without  changing  the  aggregate  exercise  price
applicable to the unexercised  portions of outstanding  Options.  Any fractional
Shares  resulting  from such  adjustment  shall be eliminated by rounding to the
nearest whole number.  Appropriate  amendments to the Option Agreements shall be
executed by the Corporation and the Optionees to the extent the Option Committee
determines that such amendments are necessary or desirable to reflect such Share
adjustments.  If determined by the Option  Committee to be  appropriate,  in the
event of any Share  adjustment  involving  the  substitution  of securities of a
corporation  other  than  the  Corporation,  the  Option  Committee  shall  make
arrangements for the assumption by such other corporation of any Options then or
thereafter  outstanding under the Plan, without any change in the total exercise
price  applicable  to  the  unexercised  portion  of the  Options  but  with  an
appropriate  adjustment  to the number of  securities,  kind of  securities  and
exercise  price  for  each  of  the  securities  subject  to  the  Options.  The
determination  by the Option  Committee  as to what  adjustment,  amendments  or
arrangements  shall be made  pursuant to this Section 9 and the extent  thereof,
shall be final and conclusive.

     In the event of the proposed dissolution or liquidation of the Corporation,
or a proposed sale of substantially all of the assets of the Corporation,  or in
the event of any merger or consolidation of the Corporation with or into another
corporation, or in the event of any corporate separation or division, including,
but not limited to, a split-up,  split-off or spin-off,  or other transaction in
which the outstanding  Shares then subject to Options under the Plan are changed
into or exchanged for property  (including cash), rights and/or securities other
than, or in addition to,  shares of the  Corporation,  the Option  Committee may
provide that the holder of each Option then exercisable  shall have the right to
exercise such Option solely for the kind and amount of shares of stock and other
securities,  property,  cash or any  combination  thereof  receivable  upon such
dissolution,  liquidation,  sale,  consolidation or merger, or similar corporate
event, by a holder of the number of Shares for which such Option might have been
exercised   immediately   prior   to  such   dissolution,   liquidation,   sale,
consolidation or merger or similar corporate event; or, in the alternative,  the
Option  Committee  may  provide  that each Option  granted  under the Plan shall
terminate as of a date to be fixed by the Board of Directors,  provided, that no
less than  thirty (30) days prior  written  notice of the date so fixed shall be
given to each  Optionee  who shall have the right,  during  such thirty (30) day
period preceding such termination, to exercise the Options as to all or any part
of the Shares covered  thereby,  including Shares as to which such Options would
not otherwise be exercisable.

10. Substitute Options.

     The  Corporation  may  grant  options  under the Plan in  substitution  for
options  held by employees of another  corporation  who become  employees of the
Corporation  as the  result  of a  merger  or  consolidation  of  the  employing
corporation  with the  Corporation,  or as a result  of the  acquisition  by the
Corporation, of property or stock of the employing corporation.  The Corporation
may direct that  substitute  options be granted on such terms and  conditions as
the Board of Directors considers appropriate in the circumstances.

11. Other Employee Benefits.

                  Except as to plans which by their terms include such amounts
as compensation, the amount of any compensation deemed to be received by an
employee as a result of the exercise of an option or the sale of Shares received
upon such exercise shall not constitute compensation for purposes of determining
such employee's benefits under any other employee benefit plan or program in
which the employee is a participant at any time, including, without limitation,
benefits under any bonus, pension, profit-sharing, life insurance or salary
continuation plan, except as otherwise specifically determined by the Board of
Directors.


<PAGE>


12. Terms and Conditions of Options.

                  (a) Withholding of Taxes. As a condition to the exercise, in
whole or in part, of any Options, the Option Committee may in its sole
discretion require the Optionee to pay, in addition to the exercise price of the
Shares covered by the Options an amount equal to any Federal, state or local
taxes that may be required to be withheld in connection with the exercise of
such Options. Alternatively, the Corporation may issue or transfer the Shares
pursuant to exercise of the Options net of the number of Shares sufficient to
satisfy the withholding tax requirements. For withholding tax purposes, the
Shares shall be valued on the date the withholding obligation is incurred. In
the event an Optionee makes a Code Section 83(b) election in connection with a
Nonqualified Stock Option granted under the Plan, the Optionee shall immediately
notify the Corporation of such election. In the case of an Incentive Stock
Option, an Optionee who disposes of Shares acquired pursuant to such Incentive
Stock Option either (a) within two (2) years after the Granting Date or (b)
within one (1) year after the issuance of such Shares to the Optionee upon
exercise thereof, shall notify the Corporation of such disposition and the
amount realized upon such disposition.

                  (b) No Rights to Continued Employment or Relationship. Nothing
contained in the Plan or in any Option Agreement shall obligate the Corporation
to continue to employ or to continue any other relationship with any Optionee
for any period or interfere in any way with the right of the Corporation to
reduce such Optionee's compensation or to terminate the Corporation's employment
or relationship with any Optionee at any time.

                  (c) Time of Granting Options. The Granting Date shall be the
day the Corporation executes the Option Agreement; provided, however, that if
appropriate resolutions of the Option Committee indicate that an Option is to be
granted as of and on some prior or future date, the Granting Date shall be such
prior or future date.

                  (d) Privileges of Stock Ownership. No Optionee shall be
entitled to the privileges of stock ownership as to any Shares not actually
issued and delivered to such Optionee. No Shares shall be issued upon the
exercise of any Option unless and until, in the opinion of the Corporation's
counsel, all applicable laws, rules and regulations of any governmental or
regulatory agencies and any exchanges upon which stock of the Corporation may be
listed, shall have been fully complied with.

                  (e) Securities Laws Compliance. The Corporation will
diligently comply with all applicable securities laws before any Options are
granted under the Plan and before any Shares are issued pursuant to the exercise
of any Options. Without limiting the generality of the foregoing, the
Corporation may require from the Optionee such investment representation or such
agreement, if any, as counsel for the Corporation may consider necessary or
advisable in order to comply with the Securities Act as then in effect, and may
require that the Optionee agree that any sale of the Shares will be made only in
such manner as is permitted by the Option Committee. The Option Committee in its
discretion may cause the Options and Shares underlying such Options to be
registered under the Securities Act by the filing of a Form S-8 Registration
Statement covering the Options and Shares. The Optionee shall take any action
reasonably requested by the Corporation in connection with registration or
qualification of the Shares under federal and state securities laws.

                  (f) Option Agreement. Each Incentive Stock Option and
Nonqualified Stock Option granted under this Plan shall be evidenced by a
written Option Agreement executed by the Corporation and the Optionee containing
such terms and conditions as are deemed desirable by the Option Committee and
are not inconsistent with the purpose of the Plan as set forth in Section 1.

13. Restricted Shares.

     (a)  In  General.  The  Option  Committee  may,  in its  discretion,  issue
restricted  Shares upon the exercise of any Options granted under the Plan. Such
restricted Shares shall be subject to such vesting requirements and restrictions
on transferability as may be determined by the Option Committee.

     (b) Legend. All stock certificates issued with respect to restricted Shares
shall  bear an  appropriate  legend  referring  to the  terms,  conditions,  and
restrictions applicable to such Shares.

     (c) Rights  Appurtenant  to Restricted  Shares.  The issuance of restricted
Shares  shall not affect  the rights of the  Optionee  as a  stockholder  of the
Corporation including,  but not limited to the right to receive dividends on and
to vote with respect to such restricted  Shares,  except that additional  shares
issued with respect to restricted Shares including, but not limited to,  stock
dividends or stock splits or any  securities  issued in exchange for  restricted
Shares shall be subject to the same restrictions as are applicable to the
restricted Shares.

<PAGE>

14. Plan Amendment and Termination.

                  (a) Authority of Option Committee. In addition to the
authority of the Option Committee set forth in Section 5, the Option Committee
may at any time discontinue granting Options under the Plan or otherwise
suspend, amend or terminate the Plan and may, with the consent of an Optionee,
make such modification of the terms and conditions of Options theretofore
granted as it shall deem advisable. Any amendment or modification made pursuant
to the provisions of this Section shall be effective immediately upon adoption,
unless otherwise provided therein, subject to approval thereof (i) within twelve
(12) months before or after the effective date of such amendment or modification
by stockholders of the Corporation holding not less than a majority vote of the
voting power of the Corporation voting in person or by proxy at a duly held
stockholders meeting when required to maintain or satisfy the requirements of
Code Section 422 with respect to Incentive Stock Options, or Code Section 162(m)
with respect to performance-based compensation, (ii) by any appropriate
governmental agency if required, or (iii) by a securities exchange or automated
quotation system if required. No Option may be granted during any suspension or
after termination of the Plan.

                  (a) Ten (10) Year Maximum Term. Unless previously terminated
by the Option Committee, this Plan shall terminate on the tenth (10th)
anniversary of the Effective Date. No Options shall be granted under the Plan
thereafter.

                  (b)      Effect on Options  Granted.  Any amendment,
suspension or  termination of the Plan shall not,  without the consent of the
Optionee, alter or impair any rights or obligations under any Option theretofore
 granted.

15. Effective Date of Plan.

                  The Plan shall be effective upon the approval of the Board of
Directors of the Corporation (the "Effective Date").

16. Miscellaneous Provisions.

                  (a) Limitation on Benefits. No Option may be exercised, to the
extent such exercise will create an "excess parachute payment" as defined in
Section 280G of the Code.

                  (b) Exculpation and Indemnification. The Corporation shall
indemnify and hold harmless the Option Committee from and against any and all
liabilities, costs and expenses incurred by such persons as a result of any act,
or omission to act, in connection with the performance of such persons' duties,
responsibilities and obligations under the Plan, other than such liabilities,
costs and expenses as may result from gross negligence, bad faith, willful
conduct and/or criminal acts of such persons.

                  (c) Use of Proceeds. The proceeds from the exercise of Shares
granted under the Plan shall constitute and be considered as general funds of
the Corporation which may be used for any and all corporate purposes as
determined by the Board of Directors.

                  (d) Compliance with Applicable Laws. The inability of the
Corporation to obtain from any regulatory body having jurisdiction, the
authority deemed by the Corporation's counsel to be necessary to the lawful
issuance and sale of any Shares upon the exercise of an Option shall relieve the
Corporation of any liability in respect of the non-issuance or sale of such
Shares as to which requisite authority shall not have been obtained.

                  (e) Non-Uniform Determinations. The Option Committee's
determination under the Plan (including without limitation determinations of the
persons to receive Options, the form, amount and timing of such Options, the
terms and provisions of such Options and the Option Agreements evidencing same)
need not be uniform and may be made by it selectively among persons who receive,
or are eligible to receive, Options under the Plan, whether or not such persons
are similarly situated.