EX-4.2

                             TILDEN ASSOCIATES, INC.

                             1998 STOCK OPTION PLAN

1.       PURPOSE

         This Stock Option Plan (the "Plan") for Tilden Associates, Inc. (The
         "Company") is intended to provide incentive to directors, officers, key
         employees of and consultants to the Company by providing those persons
         with opportunities to purchase shares of the Company's Common Stock
         under (a) incentive stock options ("Incentive Stock Options") as such
         term is defined under Section 422A of the Internal Revenue Code of
         1986, as amended, and (b) other stock options (collectively herein
         referred to as "Options").

2.       DEFINITIONS

         As used in this Plan, the following words and phrases shall have the
         meanings indicated:

         (a)   "Board" shall mean the Board of Directors of the Company.

         (b)   "Code" shall mean the Internal Revenue Code of 1986, as amended.

         (c)   "Common Stock" shall mean the common stock of the Company, par
                      value $0.005 per share.

         (d)   "Company" shall mean Tilden Associates, Inc., the employer which
                      has established this Plan.

         (e)   "Disability" shall mean an Optionee's inability to engage in any
         substantial gainful activity by reason of any medically determinable
         physical or mental impairment which can be expected to result in death
         or which has lasted or can be expect to last for a continuous period of
         not less than twelve (12) months.

         (f)   "Fair Market Value" per share as of a particular date shall mean
         (i) the closing sales price per share of Common Stock on the principal
         national securities exchange, if any, on which the shares of Common
         Stock shall then be listed of the last preceding date on which there
         was a sale of such Common Stock on such exchange, or (ii) if the shares
         of Common Stock are not then listed on a national securities exchange,
         the last sales price per share of Common Stock entered on a national
         inter-dealer quotation system for the last preceding date on which
         there was a sale of such Common Stock on such national inter-dealer
         quotation system, or (iii) if no closing or last sales price per share
         of Common Stock is entered on a national inter-dealer quotation system,
         the average of the closing bid and asked prices for the shares of
         Common Stock in the over-the-counter market for the last preceding date
         on which there was a quotation for such Common Stock in such market, or
         (iv) if no price can be determined under the preceding alternatives,
         then the price per share as most recently determined by the Board,
         which shall make such determinations of value at least once annually.

         (g)   "Incentive Stock Option" means one or more options to purchase
         Common stock which, at the time such Options are granted under this
         Plan or any other such plan of the Company, qualify as incentive stock
         options under Section 422A of the Code.

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         (h)   "Parent" shall mean any corporation (other than the Company) in
         an unbroken chain of corporations ending with the Company if, at the
         time of granting an Option, each of the corporations other than the
         Company owns stock possessing fifty percent (50%) or more of the total
         combined voting power of all classes of stock in one of the other
         corporations in such chain.

         (i)   "Plan" shall mean this Stock Option Plan.

         (j)   "Option" shall mean any Option issued pursuant to this Plan.

         (k)   "Optionee" shall mean any person to whom an Option is granted
         under this Plan.

         (l)   "Subsidiary" shall mean any corporation (other than the Company)
         in an unbroken chain of corporations beginning with the Company if, at
         the time of granting an Option, each of the corporations other than the
         last corporation in the unbroken chain owns stock possessing fifty
         percent (50%) or more of the total combined voting power of all classes
         of stock in one of the other corporations in such chain.

         (m)   "Ten Percent Shareholder" shall mean an Optionee who, at the time
         an Option is granted, owns directly or indirectly (within the meaning
         of Section 425(d) of the Code) stock possessing more than ten percent
         (10%) of the total combined voting power of all classes of stock of the
         Company, its Parent or a Subsidiary.

3.       GENERAL ADMINISTRATION

         (a)   The Plan shall be administered by the Board or, in the Board's
         sole discretion, a Stock Option Committee (the "Committee") consisting
         of not less than three members of the Board; provided, however, that in
         the event of the Company's registration of the Company's shares of
         Common Stock under the Securities Exchange Act of 1934, as amended (the
         "Act"), the Board shall delegate its duties and authorities with
         respect to the Plan to a Committee, all members of which shall be
         "disinterested persons" within the meaning of Section 16b-3 of the Act.

         (b)   The Board or the Committee, as the case may be, shall have the
         authority in its discretion, subject to and not inconsistent with the
         express provisions of the Plan, to administer the Plan and to exercise
         all the powers and authorities either specifically granted to it under
         the Plan or necessary or advisable in the administration of the Plan,
         including, without limitation, the authority to grant Options; to
         determine the purchase price of shares of Common Stock covered by each
         Option (the "Option Price"); to determine the persons to whom, and the
         time or items at which, Options shall be granted; to determine the
         number of shares to be covered by each Option; to interpret the Plan;
         to prescribe, amend and rescind rules and provisions relating to the
         Plan; to determine the terms and provisions of the Option Agreements
         (which need not be identical) entered into in connection with Options
         granted under the Plan; and to make all other determinations deemed
         necessary or advisable for the administration of the Plan.

         (c)   If the Plan is administered by the Committee, the Board shall
         fill all vacancies, however caused, in the Committee. The Board may
         from time to time appoint additional members to the Committee, and may
         at any time remove one or more Committee members and substitute others.

         (d)   No member of the Board or Committee shall be liable for any
         action taken or determination made in good faith with respect to the
         Plan or any Option granted hereunder.

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4.       GRANTING OF OPTIONS

         Options may be granted under the Plan at any time prior to December 31,
         2008.

5.       ELIGIBILITY

         (a)   Options may be granted to any director, officer, key employee of
         or consultant to the Company. In determining from time to time the
         directors, officers, employees or consultants to whom Options shall be
         granted and the number of shares to be covered by each Option, the
         Board or the Committee, as the case may be, shall take into account the
         duties of such persons, their present and potential contributions to
         the success of the Company and such other factors as they shall deem
         relevant in connection with accomplishing the purposes of the Plan.

         (b)   At the time of the grant of each Option under the Plan, the Board
         or the Committee, as the case may be, shall determine whether such
         Option is to be designated an Incentive Stock Option. Incentive Stock
         Options shall not be granted to an officer, director or consultant who
         is not an employee of the Company. The length of the exercise period of
         Incentive Stock Options shall be governed by Section 7(e)(1) of the
         Plan; the exercise period of all other Options shall be governed by
         Section 7(e)(2) of the Plan.

6.       STOCK

         (a)   The stock subject to the Options shall be shares of the Common
         Stock. Such shares may, in whole or in part, be authorized but unissued
         shares contributed directly by the Company or shares which shall have
         been or which may be acquired by the Company. The aggregate number of
         shares of Common Stock as to which Options may be granted from time to
         time under the Plan shall not exceed 1,500,000 shares. The limitation
         established by the preceding sentence shall be subject to adjustment as
         provided in Section 7(i) hereof.

         (b)   If any outstanding Option under the Plan for any reason expires
         or is terminated without having been exercised in full, the shares of
         Common Stock allocable to the unexercised portion of such Option shall
         (unless the Plan shall have been terminated) become available for
         subsequent grants of Options under the Plan.

7.       TERMS AND CONDITIONS OF OPTIONS

         Each Option granted pursuant to the Plan shall be evidenced by Option
         Agreements in such forms as the Board or the Committee, as the case may
         be, may from time to time approve. Options shall comply with and be
         subject to the following terms and conditions:

         (a)   Option Price. Each option shall state the Option Price, which in
         the case of an Incentive Stock Option shall be not less than one
         hundred percent (100%) of the Fair Market Value of the shares of Common
         Stock on the date of grant of the Option; provided, however, that in
         the case of an Incentive Stock Option granted to a Ten Percent
         Shareholder, the Option Price shall not be less than one hundred ten
         percent (110%) of such Fair Market Value. The Option Price for Options
         that are not Incentive Stock Options shall not be less than fifty
         percent (50%) of the Fair Market Value of the Shares of Common Stock on
         the date of grant of the Option. The Option price shall be subject to
         adjustment as provided in Section 7(i) hereof. The date on which the
         Board or the Committee, as the case may be, adopts a resolution
         expressly granting an Option shall be considered the day on which such
         Option is granted.

         (b)   Restrictions. Any Common Stock issued under the Plan may contain
         restrictions, including, but not limited to, limitations on
         transferability that may constitute substantial risks of forfeiture, as
         the Board or the Committee, as the case may be, may determine.

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         (c)   Value of Shares. Options may be granted to any eligible person
         for shares of Common Stock of any value, provided that the aggregate
         Fair Market Value (determined at the time the Option is granted) of the
         stock with respect to which Incentive Stock Options are exercisable for
         the first time by the Optionee during any calendar year (under all the
         plans of the Company, its Parent and its Subsidiaries) shall not exceed
         $100,000.

         (d)   Medium and Time of Payment. The Option Price shall be paid in
         full, at the time of exercise, in cash or, with the approval of the
         Board or the Committee, as the case maybe, in shares of Common Stock
         having a Fair Market Value in the aggregate equal to such Option Price
         or in a combination of cash and such shares.

         (e)   Term and Exercise of Options.

               (1)    Incentive Stock Options. Incentive Stock Options shall be
                      exercisable over the exercise period specified by the
                      Board or Committee, as the case may be, in the Option
                      Agreement, but in no event shall such period exceed ten
                      (10) years from the date of the grant of each such
                      Incentive Stock Option; provided, however, that in the
                      case of an Incentive Stock Option granted to a Ten Percent
                      Shareholder, the exercise period shall not exceed five (5)
                      years from the date of grant of such Option. The exercise
                      period shall be subject to earlier termination as provided
                      in Section 7(f) and 7(g) hereof and may be accelerated, as
                      specified by the Board or the Committee, as the case may
                      be, in the Option Agreement, upon certain events such as
                      an initial public offering of the Company's Common Stock.
                      An Incentive Stock Option may be exercised, as to any or
                      all full shares of Common Stock as to which the Incentive
                      Stock Option has become exercisable, by giving written
                      notice of such exercise to the Board or the Committee, as
                      the case may be; provided that an Incentive Stock Option
                      may not be exercised at any one time as to less than 100
                      shares (or such number of shares as to which the Incentive
                      Stock Option is then exercisable if such number of shares
                      is less than 100).

               (2)    Non-Incentive Stock Options. Options which have not been
                      designated by the Board or the Committee, as the case may
                      be, as Incentive Stock Options shall be exercisable over a
                      period of eleven (11) years.

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         (f)   Termination of Employment. Except as provided in Section 7(g)
         hereof and except with respect to Options granted to a consultant which
         have not been designated as Incentive Stock Options, (i) an Option may
         not be exercised unless the Optionee is then a director of or in the
         employ of the Company or any Parent or Subsidiary of the Company (or a
         corporation or a Parent or Subsidiary of such corporation issuing or
         assuming the Option in a transaction to which Section 425(a) of the
         Code applies), and unless the Optionee has remained continuously a
         director or so employed, as the case may be, since the date of grant of
         the Option, and (ii) in the event all association of an Optionee with
         the Company (as an employee or director) shall terminate (other than by
         reason of death or Disability), all Options or unexercised portions
         thereof granted to such Optionee which are then otherwise exercisable
         shall terminate ninety (90) days following the day on which the
         Optionee ceases to be an employee and/or director, but in no event
         later than the date of expiration of the Options. A bona fide leave of
         absence shall not be considered a termination or break in continuity of
         employment for any purpose of the Plan so long as the period of such
         leave does not exceed ninety (90) days or such longer period during
         which the Optionee's right to reemployment is guaranteed by statute or
         by contract. Where the period of such leave exceeds ninety (90) days
         and the Optionee's right to reemployment is not guaranteed, the
         Optionee's employment will be deemed to have terminated on the
         ninety-first day of such leave. Nothing in the Plan or in any Option
         granted pursuant hereto shall confer upon an employee any right to
         continue in the employ of the Company or any of its divisions or Parent
         or Subsidiaries or interfere in any way with the right of the Company
         or any such divisions or Parent or Subsidiary to terminate such
         employment at any time.

         (g)   Death or Disability of Optionee. If an Optionee shall die while a
         director of or employed by the Company or any Parent or Subsidiary of
         the Company, or if the Optionee's employment shall terminate by reason
         of Disability, all Options theretofore granted to such Optionee may,
         unless earlier terminated in accordance with their terms, be exercised
         by the Optionee or by the personal representative of the Optionee's
         estate or by a person who acquired the right to exercise such Option by
         bequest or inheritance or otherwise by reason of the death of the
         Optionee, at any time within nine(9) months after the date of death or
         Disability of the Optionee, but in no event later than the date of
         expiration of the Option, provided that during the lifetime of the
         Optionee any Option granted to him may be exercised only by the
         Optionee.

         (h)   Nontransferability of Options. Options granted under the Plan
         shall not be transferable other than by will or by the laws of descent
         and distribution, and Options may be exercised, during the lifetime of
         the Optionee, only by the Optionee.

         (i)   Effect of Certain changes.

               (1)    If there is any change in the number of shares of Common
                      Stock through the declaration of stock dividends,
                      recapitalization resulting in stock splits, or
                      combinations or exchanges of such shares, then the number
                      of shares of Common Stock available for Options, the
                      number of such shares covered by outstanding Options and
                      the price per share of such Options shall be
                      proportionately adjusted to reflect any increase or
                      decrease in the number of issued shares of Common Stock;
                      provided, however, that any fractional shares resulting
                      from such adjustment shall be eliminated.

               (2)    In the event of the proposed dissolution or liquidation of
                      the Corporation, each Option granted under the Plan shall
                      terminate as of a date to be fixed by the Board; provided,
                      however, that each Optionee shall have the right,
                      immediately prior to such termination, to exercise the
                      Options as to all or any part of the shares of Common
                      Stock covered thereby, including shares as to which such
                      Options would not otherwise be exercisable.

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               (3)    In the event of any merger, consolidation or
                      reorganization of the Company, the Board or the Committee,
                      as the case may be, shall promptly make an appropriate
                      adjustment to the number and class of shares of Common
                      Stock available for Options, and to the amount and kind of
                      shares or other securities or property receivable upon
                      exercise of any outstanding Options after the effective
                      date of such transaction, and the price thereof (subject
                      to the limitations of Section 425 of the Code) in order to
                      preserve each Optionee's proportionate interest therein,
                      and in order that the aggregate Option Price remains
                      unchanged. A consolidation of the Company with, or sale of
                      substantially all of the assets of the Company to, or the
                      merger of the Company with, any other person (other than a
                      consolidation or merger in which the Company is the
                      surviving corporation) shall cause each outstanding Option
                      to terminate, provided that each Optionee shall have the
                      right during a ten (10) day period ending on the fifth day
                      prior to such consolidation or merger to exercise his or
                      her Options, in whole or in part, including shares as to
                      which such Options would not otherwise be exercisable.

               (4)    In the event of a change in the Common Stock as presently
                      constituted, which is limited to a change of all of its
                      authorized shares with or without par value into the same
                      number of shares with a different par value or without par
                      value, the shares resulting from any such change shall be
                      deemed to be the Common Stock within the meaning of the
                      Plan.

               (5)    To the extent that the foregoing adjustments relate to the
                      stock or securities of the Company, such adjustments shall
                      be made by the Board or the Committee, as the case may be,
                      whose determination in that respect shall be final,
                      binding and conclusive, provided that each Option granted
                      pursuant to this Plan and designated an Incentive Stock
                      Option shall not be adjusted in a manner that causes the
                      Option to fail to continue to qualify as an Incentive
                      Stock Option within the meaning of Section 422A of the
                      Code.

               (6)    Except as hereinbefore expressly provided in this Section
                      7(i), the Optionee shall have no rights by reason of any
                      subdivision or consolidation of shares of stock of any
                      class or the payment of any stock dividend or any other
                      increase or decrease in the number of shares of stock of
                      any class or by reason of any dissolution, liquidation,
                      merger, or consolidation, and any issue by the Company of
                      shares of stock of any class or securities convertible
                      into shares of stock of any class, shall not affect, and
                      no adjustment by reason thereof shall be made with respect
                      to, the number of Option Price of shares of Common Stock
                      subject to an Option. The grant of an Option pursuant to
                      the Plan shall not affect in anyway the right or power of
                      the Company to make adjustments, reclassification,
                      reorganizations or changes of its capital or business
                      structure or to merge or to consolidate or to dissolve,
                      liquidate or sell, or transfer all or any part of its
                      business or assets.

               (7)    For purposes of the Plan, a "change in control" of the
                      Company occurs if: (a) any "person" (defined as such term
                      as used in Section sections 13(d) and 14(d)(2) of the Act)
                      is or becomes the beneficial owner, directly or
                      indirectly, of securities of the Company representing
                      twenty-five (25%) or more of the combined voting power of
                      the Company's outstanding securities then entitled to vote
                      for the election of directors; or (b) during any period of
                      two consecutive years, individuals who at the beginning of
                      such period constitute the Board of Directors cease for
                      any reason to constitute at least a majority thereof; or
                      (c) the Board of Directors shall approve the sale of all
                      or substantially all of the assets of the Company or any
                      merger, consolidation, issuance of securities or purchase
                      of assets, the result of which would be the occurrence of
                      any event described in clause (a) or (b) above.

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               In the event of a change in control of the Company, the Board or
the Committee, as the case may be, in its discretion, may determine that, upon
the occurrence of a transaction described in the preceding paragraph, each
Option outstanding hereunder shall terminate within a specified number of days
after notice to the holder, and such holder shall receive, with respect to each
share of Common Stock subject to such Option, an amount of cash equal to the
excess of the Fair Market Value of such share immediately prior to the
occurrence of such transaction over the exercise price per share of such Option.
The provisions contained in the preceding sentence shall be inapplicable to an
Option granted within six (6) months before the occurrence of the transaction
described above if the holder of such Option is a director or officer of the
Company or a beneficial owner of the Company as defined in Section 16(a) of the
Act, unless such holder dies or becomes disabled (within the meaning of Section
22(e)(3) of the Code) prior to the expiration of such six month period.

               Alternately, the Board or the Committee, as the case may be, may
               determine, in its discretion, that all then outstanding Options
               shall immediately become exercisable upon a change of control of
               the Company.

         (j)   Rights as a Shareholder. An optionee or a transferee of an
         Option shall have no rights as a shareholder with respect to any shares
         covered by his Option until the date of the issuance of a stock
         certificate to him for such shares. No adjustments shall be made for
         dividends (ordinary or extraordinary, whether in cash, securities or
         other property) or distributions or other rights for which the record
         date is prior to the date such stock certificate is issued, except as
         provided in Section 7(i) hereof.

         (k)   Other Provisions. The Option Agreements authorized under the Plan
         shall contain such other provisions, including, without limitation, (i)
         the imposition of restrictions upon the exercise of an Option, and (ii)
         the inclusion of any condition not inconsistent with such Option
         qualifying as an Incentive Stock Option, as the Board of the Committee,
         as the case may be, shall deem advisable, including provisions with
         respect to compliance with federal and applicable state securities
         laws.

8.       AGREEMENT BY OPTIONEE REGARDING WITHHOLDING TAXES

         (a)   No later than the date of exercise of any Option granted
         hereunder, the Optionee will pay to the Company or make arrangements
         satisfactory to the Board or the Committee, as the case may be,
         regarding payment of any federal, state or local taxes of any kind
         required by law to be withheld upon the exercise of such Option; and

         (b)   The Company shall, to the extent permitted or required by law,
         have the right to deduct from any payment of any kind otherwise due to
         the Optionee any federal, state or local taxes of any kind required by
         law to be withheld upon the exercise of such Option.

9.       TERM OF PLAN

         Options may be granted pursuant to the Plan from time to time within a
         period of ten (10) years from the date on which the Plan is adopted by
         the Board, provided that no Options granted under the Plan shall become
         exercisable unless and until the Plan shall have been approved by the
         Company's shareholders.

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10.      SAVINGS CLAUSE

         Notwithstanding any other provision hereof, this Plan is intended to
         qualify as a plan pursuant to which incentive stock options may be
         issued Section 422A of the Code. If this Plan or any provision of this
         Plan shall be held to be invalid or fail to meet the requirements of
         Section 422A of the Code or the regulations promulgated thereunder,
         such invalidity or failure shall not affect the remaining parts of this
         Plan, but rather it shall be construed and enforced as if the Plan or
         the affected provisions thereof, as the case may be, complied in all
         respects with the requirements of Section 422A of the Code.

11.      AMENDMENT AND TERMINATION OF THE PLAN

         The Board may at any time and from time to time suspend, terminate,
         modify or amend the Plan, provided that any amendment that would
         materially increase the aggregate number of shares of Common Stock as
         to which Options may be granted under the Plan, materially increase the
         benefits accruing to participants under the Plan, or materially modify
         the requirements as to eligibility for participation in the Plan shall
         be subject to the approval of the holders of a majority of the Common
         Stock issued and outstanding, except that any such increase or
         modification that may result from adjustments authorized by Section
         7(i) hereof shall not require such approval. Except as provided in
         Section 8 hereof, no suspension, termination, modification or amendment
         of the Plan may adversely affect any Option previously granted unless
         the written consent of the Optionee is obtained.


         ADOPTED by the Board of Directors on May ____, 1998.

                                            TILDEN ASSOCIATES, INC.



Attest:                                     By:__________________________
                                               President


__________________________
Secretary


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