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                                                                    Exhibit 10.8

                       INTERACTIVE SYSTEMS WORLDWIDE INC.

                    f/k/a International Sports Wagering Inc.

                             1996 STOCK OPTION PLAN

       (As Amended January 7, 1999, January 26, 2000 and January 2, 2003)

















<PAGE>

                       INTERACTIVE SYSTEMS WORLDWIDE INC.
                    f/k/a International Sports Wagering Inc.
                             1996 STOCK OPTION PLAN

                                Table of Contents

                                                                         Page
                                                                         ----

1.      Purpose of the Plan................................................1

2.      Stock Subject to the Plan..........................................1

3.      Administration of the Plan.........................................2

4.      Type of Option.....................................................3

5.      Eligibility........................................................3

6.      Restrictions on Options............................................3

7.      Option Agreement; Disqualifying Dispositions.......................4

8.      Option Price.......................................................5

9.      Manner of Payment; Manner of Exercise..............................5

10.     Exercise of Options................................................6

11.     Term of Options; Exercisability....................................6

12.     Transferability....................................................8

13.     Recapitalization, Reorganizations and the Like.....................8

14.     No Special Employment Rights......................................10

15.     Withholding.......................................................10

16.     Restrictions on Exercise of Options and Issuance of Shares........10

17.     Purchase for Investment; Rights of Holder on
        Subsequent Registration...........................................11

18.     Loans.............................................................11

19.     Modification of Outstanding Options...............................11

20.     Approval of Board and Stockholders................................12

21.     Termination and Amendment of Plan.................................12


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22.     Duties of the Company.............................................12

23.     Limitation of Rights in the Option Shares.........................12

24.     Governing Law.....................................................13

25.     Notices...........................................................13

26.     Headings..........................................................13














                                       ii
<PAGE>

                       INTERACTIVE SYSTEMS WORLDWIDE INC.
                    f/k/a International Sports Wagering Inc.
                             1996 STOCK OPTION PLAN
       (As Amended January 7, 1999, January 26, 2000 and January 2, 2003)

1. Purpose of the Plan.

         The purpose of the Interactive Systems Worldwide Inc. f/k/a
International Sports Wagering Inc. 1996 Stock Option Plan (the "Plan") is to
advance the interests of Interactive Systems Worldwide Inc., a Delaware
corporation (the "Company"), by providing an opportunity for ownership of the
stock of the Company by employees, agents and directors of, and consultants to,
the Company or of any subsidiary corporation (herein called "subsidiary" or
"subsidiaries"), as defined in Section 424(f) of the Internal Revenue Code of
1986, as amended (the "Code") and the Treasury regulations promulgated
thereunder (the "Regulations"). Such employees, agents and directors of, and
consultants to, the Company or any subsidiary are hereinafter referred to
individually as an "Eligible Person" and collectively as "Eligible Persons". By
providing an opportunity for such stock ownership, the Company seeks to attract
and retain qualified personnel, and otherwise to provide additional incentive
for optionees to promote the success of its business.

2. Stock Subject to the Plan.

         (a)      The total number of shares of the authorized but unissued or
                  treasury shares of the common stock, having no par value per
                  share, of the Company (the "Common Stock") for which options
                  may be granted under the Plan (the "Options") shall be
                  1,500,000(1), subject to adjustment as provided in Section 13
                  hereof.

         (b)      If an Option granted or assumed hereunder shall expire or
                  terminate for any reason without having been exercised in
                  full, the unpurchased shares subject thereto shall again be
                  available for subsequent Option grants under the Plan.

         (c)      Common Stock issuable upon exercise of an Option may be
                  subject to such restrictions on transfer, repurchase rights or
                  other conditions or restrictions as shall be determined by the
                  Board of Directors of the Company (the "Board").



--------
(1) This number was increased by 350,000 shares (from 825,000 to 1,175,000) by
Amendment approved by the Board of Directors on January 26, 2000 and approved by
the Stockholders on March 22, 2000, and increased by 325,000 (from 1,175,000 to
1,500,000) by Amendment approved by the Board of Directors on January 2, 2003
and by the stockholders on March 10, 2003.



<PAGE>

         (d)      The maximum number of Options that may be granted to any
                  Eligible Person during any calendar year is 300,000.2

3. Administration of the Plan.

         (a)      The Plan shall be administered by the Board. No member of the
                  Board shall act upon any matter affecting any Option granted
                  or to be granted to himself or herself under the Plan;
                  provided, however, that nothing contained herein shall be
                  deemed to prohibit a member of the Board from acting upon any
                  matter generally affecting the Plan or any Options granted
                  thereunder. A majority of the members of the Board shall
                  constitute a quorum, and any action may be taken by a majority
                  of those present and voting at any meeting. The decision of
                  the Board as to all questions of interpretation and
                  application of the Plan shall be final, binding and conclusive
                  on all persons. The Board, in its sole discretion, may grant
                  Options to purchase shares of the Common Stock only as
                  provided in the Plan, and shares shall be issued upon exercise
                  of such Options as provided in the Plan. The Board shall have
                  authority, subject to the express provisions of the Plan, to
                  determine the Eligible Persons who shall be issued Options,
                  the times when Options shall be granted and within which they
                  may be exercised, the prices at which Options shall be
                  exercised, the number of shares of Common Stock to be subject
                  to each Option and whether an Option shall be treated as an
                  incentive stock option or a non-qualified stock option. The
                  Board shall also have the authority, subject to the express
                  provisions of the Plan, to amend the Plan, to determine the
                  terms and provisions of the respective option agreements,
                  which may but need not be identical, to construe the
                  respective option agreements and the Plan, and to make all
                  other determinations in the judgment of the Board necessary or
                  desirable for the administration of the Plan. Notwithstanding
                  the foregoing, the maximum aggregate number of Options that
                  may be granted to any Eligible Person during any one-year
                  period shall not exceed 300,000. The Board may correct any
                  defect or supply any omission or reconcile any inconsistency
                  in the Plan or in any option agreement in the manner and to
                  the extent it shall deem expedient to implement the Plan and
                  shall be the sole and final judge of such expediency. The
                  Board, in its discretion, may delegate its power, duties and
                  responsibilities to a committee, consisting solely of two or
                  more "Non-Employee Directors" (as hereinafter defined). If a
                  committee is so appointed, all references to the Board herein
                  shall mean and relate to such committee. The existence of such
                  a committee shall not affect the power or authority of the
                  Board to administer the Plan. For the purposes of the Plan,
                  the term "Non-Employee Director" shall have the meaning
                  ascribed to it in paragraph (b)(3) of Rule 16b-3 promulgated
                  under the Securities Exchange Act of




-----------
(2) Section 2(d) was added by Amendment approved by the Board of Directors on
January 7, 1999 and approved by the Stockholders on February 26, 1999.



                                        2
<PAGE>



1934, as amended (the "Exchange Act"), as such term is interpreted from time to
time.

4. Type of Option.

         Options granted pursuant to the Plan shall be authorized by action of
the Board and may be designated as either incentive stock options meeting the
requirements of Section 422 of the Code or non-qualified stock options which are
not intended to meet the requirements of such Section 422 of the Code, the
designation to be in the sole discretion of the Board. Options designated as
incentive stock options that fail to continue to meet the requirements of
Section 422 of the Code shall be redesignated as non-qualified stock options
automatically without further action by the Board on the date of such failure to
continue to meet the requirements of Section 422 of the Code.

5. Eligibility.

         Options designated as incentive stock options may be granted only to
Eligible Persons who are officers or employees of the Company or of any
subsidiary. Directors who are not otherwise employees of the Company or a
subsidiary shall not be eligible to be granted incentive stock options pursuant
to the Plan. Options designated as non-qualified stock options may be granted to
any Eligible Person.

         The Board shall take into account such factors as it may deem relevant
in determining the number of shares of Common Stock to be included in an Option
to be granted to any Eligible Person.

6. Restrictions on Options.

         Incentive stock options (but not non-qualified stock options) granted
under this Plan shall be subject to the following restrictions:

         (a)      Limitation on Number of Shares. The aggregate fair market
                  value of the shares of Common Stock with respect to which
                  incentive stock options are granted (determined as of the date
                  the incentive stock options are granted), exercisable for the
                  first time by an individual during any calendar year shall not
                  exceed $100,000. If an incentive stock option is granted
                  pursuant to which the aggregate fair market value of shares
                  with respect to which it first becomes exercisable in any
                  calendar year by an individual exceeds such $100,000
                  limitation, the portion of such option which is in excess of
                  the $100,000 limitation shall be treated as a non-qualified
                  stock option pursuant to Section 422(d)(1) of the Code. In
                  determining the fair market value under this clause (a), the
                  provisions of Section 8 hereof shall apply. In the event that
                  an individual is eligible to participate in any other stock
                  option plan of the Company or any subsidiary of the Company
                  which is also intended to comply with the provisions of
                  Section 422 of the Code, such $100,000 limitation shall apply
                  to the aggregate number of shares for




                                       3
<PAGE>

                  which incentive stock options may be granted under this Plan
                  and all such other plans.

         (b)      Ten Percent Stockholder. If any Eligible Person to whom an
                  incentive stock option is granted pursuant to the provisions
                  of the Plan is on the date of grant the owner of stock (as
                  determined under Section 424(d) of the Code) possessing more
                  than 10% of the total combined voting power of all classes of
                  stock of the Company or any subsidiary of the Company, then
                  the following special provisions shall be applicable to the
                  incentive stock options granted to such individual:

                  (i)      The Option price per share subject to such Options
                           shall be not less than 110% of the fair market value
                           of the shares of Common Stock with respect to which
                           Options are granted (determined as of the date such
                           Option was granted). In determining the fair market
                           value under this clause (i), the provisions of
                           Section 8 hereof shall apply.

                  (ii)     The Option by its terms shall not be exercisable
                           after the expiration of five years from the date such
                           Option is granted.

7. Option Agreement; Disqualifying Dispositions.

         (a)      Each Option shall be evidenced by an option agreement, in a
                  form approved from time to time by the Board (the
                  "Agreement"), duly executed on behalf of the Company and by
                  the optionee to whom such Option is granted, which Agreement
                  shall comply with and be subject to the terms and conditions
                  of the Plan. The Agreement may contain such other terms,
                  provisions and conditions which are not inconsistent with the
                  Plan as may be determined by the Board; provided that Options
                  designated as incentive stock options shall meet all of the
                  conditions for incentive stock options as defined in Section
                  422 of the Code. No Option shall be granted within the meaning
                  of the Plan and no purported grant of any Option shall be
                  effective until the Agreement shall have been duly executed on
                  behalf of the Company and the optionee.

         (b)      If an optionee makes a "disposition" (within the meaning of
                  Section 424(c) of the Code) of shares of Common Stock issued
                  upon exercise of an incentive stock option within two years
                  from the date of grant or within one year from the date the
                  shares of Common Stock are transferred to the optionee, the
                  optionee shall, within ten days of disposition, notify the
                  Board and deliver to it any withholding and employment taxes
                  due. However, if the optionee is a person subject to Section
                  16(b) of the Exchange Act, delivery of any withholding and
                  employment taxes due may be deferred until ten days after the
                  date any income on the disposition is recognized under Section
                  83 of the Code. The Company may cause a legend to be affixed
                  to certificates representing shares of Common Stock



                                       4
<PAGE>

                  issued upon exercise of incentive stock options to ensure that
                  the Board receives notice of disqualifying dispositions.

8. Option Price.

         (a)      The Option price or prices of shares of the Common Stock for
                  Options designated as non-qualified stock options shall be as
                  determined by the Board.

         (b)      Subject to the conditions set forth in Section 6(b) hereof,
                  the Option price or prices of shares of the Company's Common
                  Stock designated as incentive stock options shall be at least
                  the fair market value of such Common Stock on the date the
                  Option is granted as determined by the Board in accordance
                  with the Regulations promulgated under Section 422 of the
                  Code.

         (c)      If such shares are then listed on any national securities
                  exchange, the fair market value shall be the mean between the
                  high and low sales prices, if any, on the largest such
                  exchange on the date of the grant of the Option or, if there
                  are no such sales on such date, shall be determined by taking
                  a weighted average of the means between the highest and lowest
                  sales prices on the nearest date before and the nearest date
                  after the date of grant in accordance with Section 25.2512-2
                  of the Regulations. If the shares are not then listed on any
                  such exchange, the fair market value of such shares shall be
                  the mean between the closing "Bid" and the closing "Ask"
                  prices, if any, as reported in the National Association of
                  Securities Dealers Automated Quotation System ("NASDAQ") for
                  the date of the grant of the Option, or, if there are no such
                  prices on such date, shall be determined by taking a weighted
                  average of the means between the highest and lowest sales
                  prices on the nearest date before and the nearest date after
                  the date of grant in accordance with Section 25.2512-2 of the
                  Regulations. If the shares are not then either listed on any
                  such exchange or quoted in NASDAQ, the fair market value shall
                  be the mean between the average of the "Bid" and "Ask" prices,
                  if any, as reported in the National Association of Securities
                  Dealers National Daily Quotation Service for the date of the
                  grant of the Option, or, if there are no such prices on such
                  date, shall be determined by taking a weighted average of the
                  means between the highest and lowest sales prices on the
                  nearest date before and the nearest date after the date of
                  grant in accordance with Section 25.2512-2 of the Regulations.
                  If the fair market value cannot be determined under the
                  preceding three sentences, it shall be determined in good
                  faith by the Board in accordance with Section 422 of the Code.

9. Manner of Payment; Manner of Exercise.

         (a)      Options granted under the Plan may provide for the payment of
                  the exercise price by delivery of (i) cash or a check payable
                  to the order of the



                                       5
<PAGE>

                  Company in an amount equal to the exercise price of such
                  Options, (ii) shares of Common Stock owned by the optionee
                  having a fair market value (at the date of exercise) equal in
                  amount to the exercise price of the Options being exercised,
                  or (iii) any combination of (i) and (ii). The fair market
                  value of any shares of Common Stock which may be delivered
                  upon exercise of an Option shall be determined by the Board in
                  accordance with Section 8 hereof.

         (b)      To the extent that an Option is exercisable, Options may be
                  exercised in full at one time or in part from time to time, by
                  giving written notice, signed by the person or persons
                  exercising the Option, to the Company, stating the number of
                  shares with respect to which the Option is being exercised,
                  accompanied by payment in full for such shares as provided in
                  Section 9(a) hereof. No exercise of an Option may be made for
                  fewer than 100 full shares of Common Stock unless such
                  exercise is made for the entire fractional amount of a share
                  remaining to be purchased pursuant to such Option. Upon such
                  exercise, delivery of a certificate for paid-up,
                  non-assessable shares shall be made by the Company to the
                  person or persons exercising the Option within 20 business
                  days after receipt of such notice by the Company.

10. Exercise of Options.

         Each Option granted under the Plan shall, subject to Sections 11(b), 13
and 16 hereof, be exercisable at such time or times and during such period as
shall be set forth in the Agreement; provided, however, that except as otherwise
provided pursuant to the provisions of Section 6(b) hereof, no Option granted
under the Plan shall have a term in excess of ten years from the date of grant.

11. Term of Options; Exercisability.

         (a)      Term.

                  (i)      Each Option shall expire on a date determined by the
                           Board which is not more than ten years from the date
                           of the granting thereof, except (a) as otherwise
                           provided pursuant to the provisions of Section 6(b)
                           hereof, and (b) for earlier termination as herein
                           provided.

                  (ii)     Except as otherwise provided in this Section 11, an
                           Option granted to any optionee who ceases to be an
                           Eligible Person for any reason shall terminate on the
                           earlier of (i) three (3) months after the date such
                           optionee ceased to be an Eligible Person, or (ii) the
                           date on which the Option expires by its terms.

                  (iii)    If an optionee ceases to be an Eligible Person
                           because the Company has terminated his or her status
                           with the Company for



                                       6
<PAGE>

                           cause (as such term is defined in any employment or
                           similar agreement between such optionee and the
                           Company or, if there is no such agreement, or such
                           agreement does not contain provisions relating to
                           termination or removal for cause, as such term is
                           defined by the law of the State of New York), such
                           Option will, to the extent not terminated, be deemed
                           to have terminated on the date immediately preceding
                           the date the optionee ceased to be an Eligible
                           Person.

                  (iv)     If an optionee ceases to be an Eligible Person
                           because the optionee has become disabled (within the
                           meaning of Section 22(e)(3) of the Code), such Option
                           shall terminate on the earlier of (i) one year after
                           the date such optionee ceased to be an Eligible
                           Person, or (ii) the date on which the Option expires
                           by its terms.

                  (v)      In the event of the death of any optionee, such
                           Option shall terminate on the earlier of (i) one year
                           after the date of death, or (ii) the date on which
                           the Option expires by its terms.

(b) Exercisability.

                  (i)      Except as otherwise provided in this Section 11(b),
                           an Option granted to an optionee who thereafter
                           ceases to be an Eligible Person shall be exercisable
                           only to the extent that the right to purchase shares
                           under such Option is exercisable on the date such
                           optionee ceased to be an Eligible Person.

                  (ii)     An Option granted to an optionee who ceases to be an
                           Eligible Person because he or she has become disabled
                           (as such term is defined in any employment or similar
                           agreement between such optionee and the Company or,
                           if there is no such agreement, or such agreement does
                           not contain provisions relating to termination or
                           removal for disability, as determined by the Board)
                           shall be immediately exercisable as to the full
                           number of shares covered by such Option, whether or
                           not under the provisions of the Plan or Agreement
                           such Option was otherwise exercisable as of the date
                           of disability.

                  (iii)    In the event of the death of an optionee, the Option
                           granted to such optionee may be exercised as to the
                           full number of shares covered by such Option, whether
                           or not under the provisions of the Plan or Agreement
                           the optionee was otherwise exercisable at the date of
                           his or her death, by the executor, administrator or
                           personal representative of such optionee, or by any
                           person or persons who acquired the right to exercise
                           such Option by bequest or inheritance or by reason of
                           the death of such optionee.

                                       7
<PAGE>

                  (iv)     In addition to the acceleration of the exercisability
                           of Options pursuant to this Section 11(b) and Section
                           13(b)(ii) hereof, the Board shall have the right, in
                           the exercise of its discretion and for any reason,
                           and with the consent of the optionee, to accelerate
                           the date on which Options shall be exercisable.

12. Transferability.

         The right of any optionee to exercise any Option granted to him or her
shall not be assignable or transferable by such optionee other than by will or
the laws of descent and distribution, and any such Option shall be exercisable
during the lifetime of such optionee only by him or her. Any Option granted
under the Plan shall be null and void and without effect upon the bankruptcy of
the optionee to whom the Option is granted, or upon any attempted assignment or
transfer, except as herein provided, including, without limitation, any
purported assignment, whether voluntary or by operation of law, pledge,
hypothecation or other disposition, or levy of execution, attachment, trustee
process or similar process, whether legal or equitable, upon such Option. The
Board shall have discretion to grant any Option that is not designated as an
incentive stock option, free of any or all of the restrictions described in this
Section.

13. Recapitalization, Reorganizations and the Like.

         (a)      In the event that after October 25, 1996 the outstanding
                  shares of the Common Stock are changed into or exchanged for a
                  different number or kind of shares or other securities of the
                  Company by reason of any reorganization, recapitalization,
                  reclassification, stock split, combination of shares, or
                  dividends payable in capital stock, appropriate and equitable
                  adjustment shall be made by the Board, in its sole discretion,
                  in the number and kind of shares as to which Options may be
                  granted under the Plan and as to which outstanding Options or
                  portions thereof then unexercised shall be exercisable. Such
                  adjustment in outstanding Options shall be made without change
                  in the total price applicable to the unexercised portion of
                  such Options and with a corresponding adjustment in the Option
                  price per share.

         (b)      (i) In addition, unless otherwise determined by the Board in
                  its sole discretion, in the case of any (I) merger or
                  consolidation pursuant to which the Company's stockholders
                  shall receive cash or securities of another corporation and
                  less than 50% of the outstanding capital stock of the
                  surviving corporation pursuant to such merger or consolidation
                  shall be owned by the stockholders of the Company, (II) sale
                  or conveyance to another entity of all or substantially all of
                  the property and assets of the Company or (III) Change in
                  Control of the Company, the Company shall, or shall cause such
                  surviving corporation or the purchaser(s) of the Company's
                  assets to, deliver to the optionee the same kind of
                  consideration that is delivered to the stockholders of the
                  Company as a result of such merger, consolidation, sale,
                  conveyance or Change in



                                       8
<PAGE>

                  Control, or the Board may cancel all outstanding Options in
                  exchange for consideration in cash or marketable securities,
                  which consideration in both cases shall be equal in value to
                  the value of those shares of stock or other securities the
                  optionee would have received had the Option been exercised
                  (but only to the extent then exercisable) and had no
                  disposition of the shares acquired upon such exercise been
                  made prior to such merger, consolidation, sale, conveyance or
                  Change in Control, less the Option price therefor or, in lieu
                  thereof, the Board shall give the optionee at least twenty
                  days prior written notice of any such transaction in order to
                  enable the optionee to exercise the exercisable portion, if
                  any, of the Option. Upon receipt of such consideration or
                  effective on the date specified in such notice, all Options
                  (whether or not then exercisable) shall immediately terminate
                  and be of no further force or effect. The value of the stock
                  or other securities the optionee would have received if the
                  Option had been exercised shall be determined in good faith by
                  the Board, and in the case of shares of Common Stock, in
                  accordance with the provisions of Section 8 hereof.

                  (ii)     The Board shall also have the power and right to
                           accelerate the exercisability of any Options,
                           notwithstanding any limitations in this Plan or in
                           the Agreement upon such merger, consolidation, sale,
                           conveyance or Change in Control.

         (c)      A "Change in Control" shall be deemed to have occurred if any
                  person, or any two or more persons acting as a group, and all
                  affiliates of such person or persons, who prior to such time
                  Beneficially Owned (as defined in Rule 13d-3 under the
                  Exchange Act) less than 40% of the then outstanding Common
                  Stock, shall acquire such additional shares of Common Stock in
                  one or more transactions, or series of transactions, such that
                  following such transaction or transactions, such person or
                  group and affiliates Beneficially Own 50% or more of the
                  Common Stock outstanding.

         (d)      If by reason of a corporate merger, consolidation, acquisition
                  of property or stock, separation, reorganization, or
                  liquidation, the Board shall authorize the issuance or
                  assumption of a stock option or stock options in a transaction
                  to which Section 424(a) of the Code applies, then,
                  notwithstanding any other provision of the Plan, the Board may
                  grant an option or options upon such terms and conditions as
                  it may deem appropriate for the purpose of assumption of the
                  old Option, or substitution of a new option for the old
                  Option, in conformity with the provisions of such Section
                  424(a) of the Code and the Regulations thereunder, and any
                  such option shall not reduce the number of shares otherwise
                  available for issuance under the Plan. In the event of such
                  issuance or assumption, the provisions of Section 13(b) hereof
                  shall not be applicable.


                                       9
<PAGE>

14. No Special Employment Rights.

         Nothing contained in the Plan or in any Option granted under the Plan
shall confer upon any optionee any right with respect to the continuation of his
or her employment by the Company or any subsidiary or interfere in any way with
the right of the Company or any subsidiary, subject to the terms of any separate
employment agreement to the contrary, at any time to terminate such employment
or to increase or decrease the compensation of the Option holder from the rate
in existence at the time of the grant of an Option. Whether an authorized leave
of absence, or absence in military or government service, shall constitute
termination of employment for purposes of any Option shall be determined by the
Board at the time of such occurrence.

15. Withholding.

         The Company's obligation to deliver shares upon the exercise of any
Option granted under the Plan shall be subject to the Option holder's
satisfaction of any applicable federal, state and local income and employment
tax withholding requirements. The Company and optionee may agree to withhold
shares of Common Stock purchased upon exercise of an Option to satisfy the
above-mentioned withholding requirements.

16. Restrictions on Exercise of Options and Issuance of Shares.

         (a)      Notwithstanding the provisions of Sections 9 and 11 hereof, an
                  Option cannot be exercised, and the Company may delay the
                  issuance of shares covered by the exercise of an Option and
                  the delivery of a certificate for such shares, until one of
                  the following conditions shall be satisfied:

                  (i)      The shares with respect to which such Option has been
                           exercised are at the time of the issuance of such
                           shares effectively registered or qualified under
                           applicable federal and state securities acts now in
                           force or as hereafter amended; or

                  (ii)     Counsel for the Company shall have given an opinion,
                           which opinion shall not be unreasonably conditioned
                           or withheld, that the issuance of such shares is
                           exempt from registration and qualification under
                           applicable federal and state securities acts now in
                           force or as hereafter amended.

         (b)      The Company shall be under no obligation to qualify shares or
                  to cause a registration statement or a post-effective
                  amendment to any registration statement to be prepared for the
                  purpose of covering the issuance of shares in respect of which
                  any Option may be exercised or to cause the issuance of such
                  shares to be exempt from registration and qualification under
                  applicable federal and state securities acts now in force or
                  as hereinafter amended, except as otherwise agreed to by the
                  Company in writing in its sole discretion.

                                       10
<PAGE>

17. Purchase for Investment; Rights of Holder on Subsequent Registration.

         Unless and until the shares to be issued upon exercise of an Option
granted under the Plan have been effectively registered under the Securities Act
of 1933, as amended (the "1933 Act"), as now in force or hereafter amended, the
Company shall be under no obligation to issue any shares covered by any Option
unless the person who exercises such Option, in whole or in part, shall give a
written representation and undertaking to the Company which is satisfactory in
form and scope to counsel for the Company and upon which, in the opinion of such
counsel, the Company may reasonably rely, that he or she is acquiring the shares
issued pursuant to such exercise of the Option for his or her own account as an
investment and not with a view to, or for sale in connection with, the
distribution of any such shares, and that he or she will make no transfer of the
same except in compliance with any rules and regulations in force at the time of
such transfer under the 1933 Act, or any other applicable law, and that if
shares are issued without such registration, a legend to this effect may be
endorsed upon the securities so issued.

         In the event that the Company shall, nevertheless, deem it necessary or
desirable to register under the 1933 Act or other applicable statutes any shares
with respect to which an Option shall have been exercised, or to qualify any
such shares for exemption from the 1933 Act or other applicable statutes, then
the Company may take such action and may require from each optionee such
information in writing for use in any registration statement, supplementary
registration statement, prospectus, preliminary prospectus, offering circular or
any other document that is reasonably necessary for such purpose and may require
reasonable indemnity to the Company and its officers and directors from such
holder against all losses, claims, damages and liabilities arising from such use
of the information so furnished and caused by any untrue statement of any
material fact therein or caused by the omission to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances under which they were made.

18. Loans.

         At the discretion of the Board, the Company may loan to the optionee,
or pay to the optionee as a bonus, some or all of the purchase price of the
shares acquired upon exercise of an Option, the terms of such loans or bonus to
be at the discretion of the Board.

19. Modification of Outstanding Options.

         Subject to any applicable limitations contained herein, the Board may
authorize the amendment of any outstanding Option with the consent of the
optionee when and subject to such conditions as are deemed to be in the best
interests of the Company and in accordance with the purposes of the Plan.
Without limiting the foregoing, the Board shall have the authority to effect, at
any time and from time to time, with the consent of the affected optionees, the
cancellation of any or all outstanding Options under the Plan and to grant in
substitution therefor new Options under the Plan covering the same or different
numbers of Shares and having, at the discretion of the Board and subject to


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Sections 6 and 8 hereof, an exercise price, in the case of Options designated as
non-qualified stock options, as shall be determined by the Board and, in the
case of Options designated as incentive stock options, of not less than one
hundred percent (100%) of the fair market value of the Common Stock on the new
grant date.

20. Approval of Board and Stockholders.

         The Plan shall become effective upon adoption by the Board and the
stockholders of the Company; provided, however, that the Plan shall be submitted
for approval by the stockholders of the Company within 12 months after the date
of adoption of the Plan by the Board. If the stockholders of the Company fail to
approve the Plan within 12 months after the date of adoption of the Plan by the
Board, the Plan and all stock options granted thereunder shall be and become
null and void and of no further force or effect.

21. Termination and Amendment of Plan.

         Unless sooner terminated as herein provided, the Plan shall terminate
ten years from the earlier of (x) the date on which the Plan was duly adopted by
the Board, and (y) the date on which the Plan was duly approved by the
stockholders of the Company. The Board may at any time terminate the Plan or
make such modification or amendment thereof as it deems advisable; provided,
however, (i) the Board may not, without the approval of the stockholders of the
Company obtained in the manner stated in Section 20 hereof, increase the maximum
number of shares for which Options may be granted or change the designation of
the class of persons eligible to receive Options under the Plan, and (ii) any
such modification or amendment of the Plan shall be approved by a majority of
the stockholders of the Company to the extent that such stockholder approval is
necessary to comply with applicable provisions of the Code, rules promulgated
pursuant to Section 16 of the Exchange Act (if any), applicable state law, or
applicable NASD or exchange listing requirements. Termination or any
modification or amendment of the Plan shall not, without the consent of an
optionee, affect his or her rights under an Option theretofore granted to him or
her.

22. Duties of the Company.

         The Company shall at all times keep available for issuance or delivery
such number of shares of Common Stock as will be sufficient to satisfy the
requirements of the Plan.

23. Limitation of Rights in the Option Shares.

         An optionee shall not be deemed for any purpose to be a stockholder of
the Company with respect to any of the Options until (x) the Option shall have
been exercised with respect thereto (including payment to the Company of the
exercise price) and (y) the earlier to occur of (i) the delivery by the Company
to the optionee of a certificate therefor, or (ii) the date on which the Company
is required to deliver a certificate pursuant to Section 9(b) hereof.



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24. Governing Law.

         The Plan and all Options shall be governed by and construed under the
laws of the State of New York, without giving effect to principles of conflicts
of law.

25. Notices.

         Any communication or notice required or permitted to be given under the
Plan shall be in writing, and mailed by registered or certified mail or
delivered by hand, if to the Company, to the attention of the President at the
Company's principal place of business; and, if to an optionee, to his or her
address as it appears on the records of the Company.

26. Headings.

         The headings contained in this Plan are for convenience of reference
only and in no way define, limit or describe the scope or intent of the Plan or
in any way affect this Agreement.



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