[EXHIBIT 10.1]


              Resolution Adopting Stock Option Plan

                     Demco Industries, Inc.

     Demco Industries, Inc., a Florida corporation (the Company),
hereby  establishes and adopts the following  2001  Stock  Option
Plan (the Plan).


                            RECITALS

      WHEREAS,  the Company desires to encourage high  levels  of
performance  by those individuals who are key to the  success  of
the  Company and its subsidiaries and affiliates, to attract  and
retain  individuals  who  are  highly  motivated  and  who   will
contribute  to  the success of the Company and to encourage  such
individuals   to   remain  as  managers,   officers,   directors,
employees,  consultants and/or advisors of the  Company  and  its
subsidiaries  and  affiliates  by  increasing  their  proprietary
interest in the Company's growth and success.

      WHEREAS,  to attain these ends, the Company has  formulated
the  Plan  embodied  herein to authorize the  granting  of  stock
options   ("Options")  to  those  individuals  whose   judgement,
initiative  and  efforts are, have been or  are  expected  to  be
responsible for the success of the Company.

      NOW, THEREFORE, the Company hereby constitutes, establishes
and  adopts  the  following  Plan and  agrees  to  the  following
provisions:


                           ARTICLE 1.

                       PURPOSE OF THE PLAN

     1.1.   Purpose.   The purpose of the Plan is to  assist  the
Company  and  its subsidiaries and affiliates in  attracting  and
retaining  selected individuals to serve as directors,  officers,
consultants,  advisors  and employees of  the  Company  who  will
contribute  to  the  Company's success, and to achieve  long-term
objectives that will inure to the benefit of all stockholders  of
the  Company  through the additional incentive  inherent  in  the
ownership  of  the  Company's shares of common stock,  par  value
$0.0001  per  share ("Shares").  Options granted under  the  Plan
will be either "incentive stock options," intended to qualify  as
such  under the provisions of section 422 of the Internal Revenue
Code  of  1986,  as  from time to time amended (the  "Code"),  or
nonqualified stock options."  For the purposes of the  Plan,  the
term  "subsidiary" shall mean "subsidiary corporation,"  as  such
term  is  defined in section 424(f) of the Code, and  "affiliate"



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shall  have the meaning set forth in Rule 12b-2 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").


                           ARTICLE 2.

                    SHARES SUBJECT TO OPTIONS

     2.1.    Number   of  Shares.   Subject  to  the   adjustment
provisions of Section 5.10 hereof, the aggregate number of Shares
which may be issued under Options under the Plan shall not exceed
5,000,000.   No  Options of purchase fractional Shares  shall  be
granted and no fractional shares shall be issued under the  Plan.
For  purposes  of  this  Section 2.1, the Shares  that  shall  be
counted toward such limitation shall include all Shares issued or
issuable pursuant to Options that have been or may be exercised.

      2.2.   Shares  Subject to Terminated Options.   The  Shares
covered by any unexercised portions of terminated Options granted
under  Article  4  and  Shares subject to any  Options  that  are
otherwise  surrendered by the Participant without  receiving  any
payment  or  other  benefit with respect  thereto  may  again  be
subject  to  new  nonqualified Options under the  Plan  (but  not
"incentive stock options").  In the event the purchase  price  of
an  Option  is paid in whole or in part through the  delivery  of
Shares,  the  number  of Shares issuable in connection  with  the
exercise of the Option shall not again be available for the grant
of Options under the Plan.

     2.3.   Character of Shares.  Shares delivered under the Plan
may  be authorized and previously unissued Shares acquired by the
Company, or both.


                           ARTICLE 3.

                 ELIGIBILITY AND ADMINISTRATION

     3.1.  Options to Employees, Directors and Others.

      (a)   Participants who receive (I) Options under Article  4
hereof   ("Optionees")  shall  consist  of  such  officers,   key
employees, consultants, advisors and directors of the Company  or
any   of   its  subsidiaries  or  affiliates  as  the   Committee
(hereinafter  defined) shall select from time to time,  provided,
however,  that  an  Option  that is intended  to  qualify  as  an
"incentive  stock  option" may be granted only to  an  individual
that  is  an  employee of the Company or any of its subsidiaries.
The  Committee's designation of an Optionee in any year shall not
require the Committee to designate such person to receive Options



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or  grants in any other year.  The designation of an Optionee  to
receive  Options under one portion of the Plan shall not  require
the  Committee to include such Optionee under other  portions  of
the Plan.

      (b)  No Option that is intended to qualify as an "incentive
stock option" may be granted to any employee who, at the time  of
such  grant, owns, directly or indirectly (within the meaning  of
sections  422(b)(6)  and  424(d) of the Code),  shares  of  stock
possessing  more  than ten percent (10%) of  the  total  combined
voting power of all classes of stock of the Company or any of its
subsidiaries or affiliates, unless at the time of such grant, (i)
the option price is fixed at no less than 110% of the Fair Market
Value  (as  defined below) of the Shares subject to such  Option,
determined  on  the date of the grant, and (ii) the  exercise  of
such  Option  is prohibited by its terms after the expiration  of
five years from the date such Option is granted.

     3.2  Administration.

     (a)   The  Plan  shall  be  administered  by  the  Board  of
Directors  of  the Company (the "Board") or, if so determined  by
the  Board, by a committee appointed by the Board (the  Board  or
such committee administering the Plan hereinafter referred to  as
the "Committee").  The Board may remove from, add members to,  or
fill vacancies on the Committee.

           Any grant of Options to a member of the Committee  who
is  not also an employee shall be on terms consistent with grants
made  to  other members of the Board who are not members  of  the
Committee and who are not employees, except where such  grant  is
awarded or ratified by the Board.

      (b)  The Committee is authorized, subject to the provisions
of  the  Plan, to establish such rules and regulations as it  may
deem   appropriate  for  the  conduct  of  meetings  and   proper
administration of the Plan.

      (c)   Subject to the provisions of the Plan, the  Committee
shall  have  authority, in its sole discretion, to grant  Options
under  the  Plan, to interpret the provisions of  the  Plan  and,
subject  to  the  requirements of applicable law,  including  (if
applicable) Rule 16b-3 of the Exchange Act, to prescribe,  amend,
and  rescind  rules and regulations relating to the Plan  or  any
Options  thereunder as it may deem necessary or  advisable.   All
decisions made by the Committee pursuant to the provisions of the
Plan  shall  be  final, conclusive and binding  on  all  persons,
including the Company, its stockholders, directors and employees,
and other Plan participants.

     3.3.   Stockholders Agreement.  As a condition to the  grant
or exercise of any Option, the Committee may require the Optionee
to  enter  into a stockholders agreement or other agreement  with



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the Company under such terms and conditions as may reasonably  be
required by the Company.



                           ARTICLE 4.

                             OPTIONS

      4.1.   Grant  of  Options.   The  Committee,  in  its  sole
discretion, shall determine, within the limitations of the  Plan,
those   officers,  key  employees,  consultants,   advisors   and
directors of the Company or any of its subsidiaries or affiliates
to  whom Options are to be granted under the Plan, the number  of
Shares  that  may  be purchased under each such  Option  and  the
option price, and shall designate such Options at the time of the
grant  as either "incentive stock options" or "nonqualified stock
options"; provided, however, that Options granted to employees of
an  affiliate (that is not also a subsidiary) or to non-employees
of the Company may only be "nonqualified stock options."

      4.2.   Stock Option Certificates; etc.  All Options granted
pursuant  to  Article 4 (a) shall be authorized by the  Committee
and   (b)   shall  be  evidenced  in  writing  by  stock   option
certificates  ("Stock  Option Certificates")  in  such  form  and
containing  such  terms  and conditions as  the  Committee  shall
determine  that are not inconsistent with the provisions  of  the
Plan,  and, with respect to any Stock Option Certificate granting
Options  that  are  intended  to  qualify  as  "incentive   stock
options," are not inconsistent with Section 422 of the Code.  The
granting  of  an  Option pursuant to the  Plan  shall  impose  no
obligation  on  the  recipient  to  exercise  such  Option.   Any
individual  who is granted an Option pursuant to this  Article  4
may hold more than one Option granted pursuant to such Article at
the  same  time and may hold both "incentive stock  options"  and
"nonqualified  stock options" at the same time.   To  the  extent
that  any Option does not qualify as an "incentive stock  option"
(whether  because of its provisions, the time or  manner  of  its
exercise  or otherwise) such Option or the portion thereof  which
does  not  so  qualify shall constitute a separate  "nonqualified
stock option."

      4.3.   Option Price.  Subject to Section 3.1(b), the option
exercise  price  per each Share purchasable under any  "incentive
stock  option" granted pursuant to this Article 4, shall  not  be
less  than 100% of the Fair Market Value (as hereinafter defined)
of  such  Share  on  the date of the grant of such  Option.   The
option  price  per each Share purchasable under any "nonqualified
stock  option" granted pursuant to this Article 4 shall  be  such
amount as the Committee shall determine at the time of the  grant
of such Option.

      4.4.   Other Provisions.  Options granted pursuant to  this
Article  4  shall  be  made  in accordance  with  the  terms  and
provisions of Article 5 hereof and any other applicable terms and
provisions of the Plan.




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                           ARTICLE 5.

                 GENERALLY APPLICABLE PROVISIONS

      5.1.  Option Period.  Subject to Section 3.1(b), the period
for  which  an Option is exercisable shall not exceed  ten  years
from  the  date  such  Option is granted.  After  the  Option  is
granted,  the  option  period  may  no  be  reduced,  subject  to
expiration in accordance with its terms.

      5.2.   Fair  Market  Value.  If the shares  are  listed  or
admitted to trading on a securities exchange registered under the
Exchange   Act,  unless  otherwise  required  by  any  applicable
provision of the Code, the "Fair Market Value" of a Share as of a
specified  date  shall mean the per Share closing  price  of  the
Shares for the day immediately preceding the date as of which the
Fair  Market  Value  is being determined  (or  if  there  was  no
reported  closing price on such date, on the last preceding  date
on  which  the  closing  price  was  reported)  reported  on  the
principal  securities exchange on which the Shares are listed  or
admitted to trading.  If the Shares are not listed or admitted to
trading on any such exchange but are listed as a national  market
security  on the Nasdaq Stock Market, Inc. ("NASDAQ"), traded  in
the  over-the-counter market or listed or traded on  any  similar
system then in use, the Fair Market Value of a Share shall be the
last sales price for the day immediately preceding the date as of
which the Fair Market Value is being determined (or if there  was
no  reported  sale  on such date, on the last preceding  date  on
which  any  reported sale occurred) reported on such system.   If
the  Shares  are not listed or admitted to trading  on  any  such
exchange,  are not listed as national market security  on  NASDAQ
and  are  not traded in the over-the-counter market or listed  or
traded  on  any  similar system then in use, but  are  quoted  on
NASDAQ  or any similar system then in use, the Fair Market  Value
of  a Share shall be the average of the closing high bid and  low
asked  quotations on such system for the Shares on  the  date  in
question.   If  the Shares are not publicly traded,  Fair  Market
Value shall be determined by the Committee in its sole discretion
and  good  faith using appropriate criteria.  An Option shall  be
considered  granted on the date the Committee acts to  grant  the
Option or such later date as the Committee shall specify.

      5.3  Exercise of Options.  Vested Options granted under the
Plan  shall  be  exercised by the Optionee  thereof  (or  by  his
executors,  administrators, guardian or legal representative,  as
provided in Sections 5.6 and 5.7 hereof) as to all or part of the



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Shares  covered  thereby,  by the giving  of  written  notice  of
exercise  to the Company, specifying the number of Shares  to  be
purchased, accompanied by payment of the full purchase price  for
the  Shares being purchased.  Full payment of such purchase price
shall  be made at the time of exercise and shall be made  (i)  in
cash  or  by  certified check or bank check or wire  transfer  of
immediately  available  funds,  (ii)  with  the  consent  of  the
Committee,  by  delivery of a promissory note  in  favor  of  the
Company  upon  such  terms and conditions as  determined  by  the
Committee, (iii) with the consent of the Committee, by  tendering
previously acquired Shares (valued at its Fair Market  Value,  as
determined by the Committee as of the date of tender)  that  have
been  owned  for a period of at least six months (or  such  other
period   to   avoid  accounting  charges  against  the  Company's
earnings),  (iv)  if  Shares are traded on a national  securities
exchange,  NASDAQ  or  quoted  on  a  national  quotation  system
sponsored by the National Association of Securities Dealers, Inc.
and the Committee authorizes this method of exercise, through the
delivery of irrevocable instructions to a broker approved by  the
Committee to deliver promptly to the Company an amount  equal  to
the purchase price, or (v) with the consent of the Committee, any
combination  of  (i),  (ii), (iii)  and  (iv).   Such  notice  of
exercise, accompanied by such payment, shall be delivered to  the
Company at its principal business office or such other office  as
the  Committee may from time to time direct, and shall be in such
form,  containing  such further provisions  consistent  with  the
provisions  of the Plan, as the Committee may from time  to  time
prescribe.   In  no  event may any Option  granted  hereunder  be
exercised  for a fraction of a Share.  The Company  shall  affect
the transfer of Shares purchased pursuant to an Option as soon as
practicable,  and,  within  a reasonable  time  thereafter,  such
transfer  shall  be evidenced on the books of  the  Company.   No
person  exercising an Option shall have any of the  rights  of  a
holder of Shares subject to an Option until certificates for such
Shares  shall  have been issued following the  exercise  of  such
Option.  No adjustment shall be made for cash dividends or  other
rights  for  which the record date is prior to the date  of  such
issuance.

     5.4.  Non-Transferability of Options.  Except as provided in
Section 5.8, no Option shall be assignable or transferable by the
Optionee,  other  than  by  will  or  the  laws  of  descent  and
distribution,  and  may  be exercised  during  the  life  of  the
Optionee   only  by  the  Optionee  or  his  guardian  or   legal
representative.

      5.5.   Termination  of  Employment.  Unless  the  Committee
otherwise  determines,  in  the  event  of  the  termination   of
employment with the Company of an Optionee who is an employee  or
the  separation from service with the Company of an Optionee  who
is an advisor, consultant or non-employee director of the Company
for  any  reason (other than death or disability), any  Option(s)
granted  to  such  Optionee under this Plan  and  not  previously
exercised  or expired shall be deemed canceled and terminated  on



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the  day of such termination or separation.  Notwith-standing the
foregoing,  in  the  event of the termination  of  employment  or
separation from service with the Company of an Optionee  for  any
reason   other   than  death  or  disability,  under   conditions
satisfactory  to  the Company, the Committee  may,  in  its  sole
discretion, allow any Options granted to such Optionee under  the
Plan  and  not  previously exercised or expired,  to  the  extent
vested on the date of such termination, to be exercisable  for  a
period  of  time  to  be  specified by the  Committee,  provided,
however,  that in no instance may the term of the Option,  as  so
extended, exceed the maximum term established pursuant to Section
5.1 above.

      5.6.   Death.  In the event an Optionee dies while employed
by  the Company or any of its subsidiaries or affiliates or while
serving  as  a director of the Company or any of its subsidiaries
or  affiliates, as the case may be, any Option(s) granted to  him
not   previously  expired  or  exercised  shall,  to  the  extent
exercisable on the date of death, be exercisable by the estate of
such  Optionee  or  by  any person who acquired  such  Option  by
bequest  or  inheritance, at any time within one year  after  the
death of the Optionee, provided, however, that in no instance may
the  term of the Option, as so extended, exceed the maximum  term
established pursuant to Section 3.1(b)(ii) or 5.1 above.

      5.7.   Disability.   In  the event of  the  termination  of
employment  with  the Company of an Optionee, or  the  separation
from service with the Company of an Optionee who is a director of
the  Company,  due  to  total disability, the  Optionee,  or  his
guardian  or  legal  representative, shall have  the  unqualified
right  to  exercise  any  Option that has  not  expired  or  been
previously  exercised  and  that the  Optionee  was  eligible  to
exercise  as of the first date of total disability (as determined
by  the  Committee),  at  any time within  one  year  after  such
termination or separation, provided, however, that in no instance
may  the  term of the Option, as so extended, exceed the  maximum
term  established pursuant to Section 3.1(b)(ii)  or  5.1  above.
The  term "total disability" shall for purposes of this Plan,  be
defined  in  the same manner as such term is defined  in  Section
22(e)(3) of the Code.

      5.8.   Other Provisions.  Notwithstanding anything in  this
Plan  to  the  contrary, if the Board determines  that  the  Plan
cannot,  or that an Option need not, satisfy the requirements  of
Rule  16b-3 of the Exchange Act (such that grants of Options  are
not  exempt  from Section 16(b) of the Exchange  Act),  then  the
Committee  shall  have  the authority to waive  or  modify  those
provisions  of the Plan which are intended to satisfy  such  Rule
16b-3 requirements.  Notwithstanding Section 5.4 of this Plan  to
the  contrary,  only  with the express  written  consent  of  the
Committee, which consent may be given or withheld for any  or  no
reason  in the Committee's sole discretion, an Optionee  who  has
been granted "nonqualified stock options" can transfer any or all
of  such options to any one or more of the following persons: (i)
the  spouse, parent, issue, spouse of issue, or issue  of  spouse



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("issue"  shall  include  all  descendants  whether  natural   or
adopted)  of  such Optionee; or (ii) a trust for the  benefit  of
those persons described in clause (i) above or for the benefit of
such  Optionee, or for the benefit of any such persons  and  such
Optionee;  or  (iii)  any entity in which  the  Optionee  or  its
transferee  is a beneficial owner; provided, however,  that  such
trans-feree shall be bound by all of the terms and conditions  of
this  Plan  and  shall execute an agreement satisfactory  to  the
Company   evidencing  such  obligation;  and  provided   further,
however,  that such Optionee shall remain bound by the terms  and
conditions of this Plan.

      5.9.   Terms of Grant.  Notwithstanding anything in Section
5.5,  5.6  or  5.7 to the contrary, the Committee  may  grant  an
Option under such terms and conditions as may be provided in  the
Share   Option  Certificate  given  to  the  Optionee,  provided,
however,  that in no instance may the term of the Option,  as  so
granted, exceed the maximum term established pursuant to  Section
5.1 above.

      5.10.  Adjustments.  In the event that the Committee  shall
determine that any dividend or other distribution (whether in the
form  of  cash,  Shares, other securities,  or  other  property),
recapitalization,    stock   split,    reverse    stock    split,
reorganization,   merger,  consolidation,   split-up,   spin-off,
combination,   repurchase,  or  exchange  of  Shares   or   other
securities, the issuance of warrants or other rights to  purchase
Shares   or   other   securities,  or  other  similar   corporate
transaction  or  event affects the Shares with respect  to  which
Options  have been or may be issued under the Plan, such that  an
adjustment  is  determined in good faith by the Committee  to  be
appropriate  in order to prevent dilution or enlargement  of  the
benefits  or  potential benefits intended to  be  made  available
under  the Plan, then the Committee shall, in such manner as  the
Committee may deem equitable, adjust any or all of (i) the number
and  type  of Shares that thereafter may be made the  subject  of
Options,   (ii)  the  number  and  type  of  Shares  subject   to
outstanding Options, and (iii) the grant or exercise  price  with
respect  to any Option, or, if deemed appropriate, make provision
for  a  cash  payment  to the holder of any  outstanding  Option;
provided,  in  each case, that with respect to  "incentive  stock
options,"  no such adjustment shall be authorized to  the  extent
that  such adjustment would cause such options to violate section
422(b)  of  the  Code  or any successor provision;  and  provided
further,  that  the  number  of  Shares  subject  to  any  Option
denominated  in  Shares shall always be a whole number.   In  the
event  of  any  reorganization, merger, consolidation,  split-up,
spin-off,  or  other business combination involving  the  Company
(each  such event, a "Reorganization"), a majority of  the  Board
may  cause any Option outstanding as of the effective date of the
Reorganization to be cancelled in consideration of a cash payment
or  alternate Option made to the holder of such cancelled  Option
equal in value to the Fair Market Value of such cancelled Option.



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The  determination of such fair market value shall be made by the
Board, in its sole discretion.

      5.11.   Amendment and Modification of the Plan.  The  Board
may,  from  time to time, alter, amend, suspend or terminate  the
Plan  as it shall deem advisable, subject to any requirement  for
stockholder approval imposed by applicable law or any rule of any
stock exchange or quotation system on which Shares are listed  or
quoted;  provided that the Board may not amend the  Plan  in  any
manner that would result in noncompliance with Rule 16b-3 of  the
Exchange  Act  (if applicable) or any applicable law,  except  as
otherwise  provided  in Sections 3.2 or 5.8 hereof;  and  further
provided  that  the Board may not, without the  approval  of  the
Company's stockholders, amend the Plan to increase the number  of
Shares  that may be the subject of Options under the Plan (except
for  adjustments pursuant to Section 5.10 hereof).  In  addition,
no  amendments to, or termination of, the Plan shall in  any  way
impair  the  rights  of an Optionee under any  Option  previously
granted without such Optionee's consent.


                           ARTICLE 6.

                          MISCELLANEOUS

      6.1.  Tax Withholding.  The Company shall have the right to
make  all payments or distributions made pursuant to the Plan  to
an  Optionee  (or  permitted transferee) net  of  any  applicable
federal, state and local taxes required to be withheld or paid as
a result of the grant of any Option, exercise of an Option or any
other  event occurring pursuant to this Plan.  The Company  shall
have  the  right  to  withhold from such Optionee  (or  permitted
transferee) such withholding taxes as may be required by law,  or
to  otherwise  require the Optionee (or permitted transferee)  to
pay  such  withholding  taxes.  If  the  Optionee  (or  permitted
transferee) shall fail to make such tax payments as are required,
the  Company  or  its subsidiaries or affiliates  shall,  to  the
extent permitted by law, have the right to deduct any such  taxes
from  any payment of any kind otherwise due to such Optionee  (or
permitted  transferee) or to take such other  action  as  may  be
necessary   to   satisfy   such  withholding   obligations.    In
satisfaction  of  the requirement to pay withholding  taxes,  the
Optionee  (or permitted transferee) may make a written  election,
which  may  be  accepted  or rejected in the  discretion  of  the
Committee, to have withheld a portion of the Shares then issuable
to  the Optionee (or permitted transferee) pursuant to the  Plan,
having  an  aggregate Fair Market Value equal to the  withholding
taxes.

      6.2.  Right of Discharge Reserved.  Nothing in the Plan nor
the  grant of an Option hereunder shall confer upon any employee,
director  or  other  individual the  right  to  continue  in  the



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employment  or  service  of  the Company  or  any  subsidiary  or
affiliate of the Company or affect any right that the Company  or
any  subsidiary or affiliate of the Company may have to terminate
the  employment  or service of (or to demote or to  exclude  from
future  Options  under the Plan) any such employee,  director  or
other  individual  at  any  time  for  any  reason.   Except   as
specifically provided by the Committee, the Company shall not  be
liable  for the loss of existing or potential profit with respect
to  an  Option  in the event of termination of an  employment  or
other relationship even if the termination is in violation of  an
obligation of the Company or any subsidiary or affiliate  of  the
Company to the Optionee.

      6.3.  Nature of Payments.  All Options granted pursuant  to
the  Plan  are in consideration of services performed  or  to  be
performed for the Company or any subsidiary or affiliate  of  the
Company.  Except to the extent required under applicable law, any
income or gain realized pursuant to Options under the Plan  shall
not  constitute compensation for purposes of any of the  employee
benefit  plans of the Company or any subsidiary or  affiliate  of
the  Company except as may be determined by the Committee  or  by
the  Board  or  by the directors of the applicable subsidiary  or
affiliate of the Company.

      6.4.  Severability.  If any provision of the Plan shall  be
held  unlawful or otherwise invalid or unenforceable in whole  or
in  part, such unlawfulness, invalidity or unenforceability shall
not  affect any other provision of the Plan or part thereof, each
of which shall remain in full force and effect.  If the making of
any  payment or the provision of any other benefit required under
the  Plan  shall  be  held  unlawful  or  otherwise  invalid   or
unenforceable,  such unlawfulness, invalidity or unenforceability
shall not prevent any other payment or benefit from being made or
provided under the Plan, and if the making of any payment in full
or  the provision of any other benefit required under the Plan in
full  would  be  unlawful or otherwise invalid or  unenforceable,
then such unlawfulness, invalidity or unenforceability shall  not
prevent  such payment or benefit from being made or  provided  in
part,  to  the extent that it would not be unlawful,  invalid  or
unenforceable, and the maximum payment or benefit that would  not
be  unlawful, invalid or unenforceable shall be made or  provided
under the Plan.

      6.5. Gender and Number.  In order to shorten and to improve
the  understand-ability of the Plan document by  eliminating  the
repeated  usage  of such phrases as "his or her,"  any  masculine
terminology  herein  shall also include  the  feminine,  and  the
definition of any term herein in the singular shall also  include
the plural except when otherwise indicated by the context.

      6.6.  Governing Law.  The Plan and all determinations  made
and  actions  taken  thereunder,  to  the  extent  not  otherwise
governed  by the Code of the laws of the United States, shall  be



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governed  by  the  laws of the State of New  York  and  construed
accordingly.

     6.7.  Effective Date of Plan; Termination of Plan.  The Plan
shall  be  effective on the date of approval of the Plan  by  the
Board.   Notwithstanding the foregoing,  no  Option  intended  to
qualify as an "incentive stock option" shall be granted hereunder
unless and until the Plan shall be approved by the holders  of  a
majority of the Shares entitled to vote thereon within 12  months
after  the  date of adoption of the Plan by the  Board.   In  the
event that such shareholder approval is not obtained, each Option
granted  under  the  Plan  that is  intended  to  qualify  as  an
"incentive  stock  option"  shall,  notwithstanding  any  of  the
preceding  provisions  of  the Plan, automatically  be  deemed  a
"nonqualified  stock option."  Options may be granted  under  the
Plan  at  any time and from time to time on or prior to  December
31, 2010, on which date the Plan will expire except as to Options
then  outstanding under the Plan.  Such outstanding Options shall
remain in effect until they have been exercised or terminated, or
have expired.

       6.8.   Captions.   The  captions  in  this  Plan  are  for
convenience  of reference only, and are not intended  to  narrow,
limit or affect the substance or interpretation of the provisions
contained herein.









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