TM CENTURY, INC.
                          2000 STOCK OPTION PLAN


        1.   Purpose.   The  purpose  of  this  2000  TM  Century,  Inc.
   Employee Stock Option Plan (hereinafter referred to as the "Plan") is
   to further the success  of TM Century,  Inc., a Delaware  corporation
   (the "Company"), and  certain of its  affiliates by making  available
   Common Stock  of the  Company for  purchase by  officers,  employees,
   directors  and  consultants  of   the  Company   or  its   affiliates
   ("Participants"), and thus to provide an additional incentive to such
   Participants to  continue  in  the service  of  the  Company  or  its
   affiliates and to give them a greater interest as shareholders in the
   success  of  the  Company.  Accordingly,  the  Committee  is   hereby
   authorized to designate those Participants who are to receive Options
   under this Plan, and upon the  due execution of an Option  Agreement,
   to grant Options to such Participants.

        2.   Definitions.  As  used in this  Plan, the  terms set  forth
   below shall have the following meanings:

        (a)  "Board" means the Board of Directors of the Company.

        (b)  "Code" means the Internal Revenue Code of 1986, as amended,
   and the Treasury Regulations promulgated thereunder.

        (c)  "Committee" means the body administering the Plan described
   in Paragraph 3 hereof.

        (d)  "Common Stock" means the Company's common stock, par  value
   $ .01 per share.

        (e)  "Company" means TM Century,  Inc., a Delaware  corporation,
   and any successor in interest.

        (f)  "Date of Grant" means the date on which the Committee takes
   the requisite action to grant an Option hereunder.

        (g)  "Effective Date"  means the  effective  date of  this  Plan
   specified in Paragraph 14 hereof.

        (h)  "Fair Market Value" means, with respect  to a share of  the
   Common Stock, 1) if traded on the National Association of  Securities
   Dealers, Inc. (the "NASD") National  Market System ("NMS"), the  last
   price of a  share of  Common Stock  on the  last trading  day on  any
   relevant  date  or,  if  there  is  no  trading  on  such  date,  the
   immediately preceding  date,  as  published in  the  NASDAQ  National
   Market Issues report in the Southwestern  Edition of the Wall  Street
   Journal,  2)if  listed   on  a  national   securities  exchange   (an
   "exchange"), the mean between the highest price and the lowest  price
   at which the Common  Stock shall have been  sold "regular way" on  an
   exchange on the  applicable date or,  if there are  no sales on  said
   date, then on the  next preceding date on  which there were sales  of
   Common Stock, 3)  if the Common  Stock is not  traded on  the NMS  or
   listed on an exchange, the mean between the bid and asked prices last
   reported  by  the  NASD  for  the  over-the-counter  market  on   the
   applicable date, or, if no bid and asked prices are reported on  said
<PAGE>

   date, then  on the  next  preceding date  on  which there  were  such
   quotations, or 4) if  the Common Stock  is not traded  on the NMS  or
   listed on an  exchange and quotations  for the Common  Stock are  not
   reported by  the  NASD,  the fair  market  value  determined  by  the
   Committee.

        (i)  "Incentive Stock Option" means  an Option qualifying  under
   Section 422 of the Code.

        (j)  "Option" means an Option granted pursuant to this Plan  and
   may be  either an  Incentive Stock  Option or  a Non-qualified  Stock
   Option.

        (k)  "Option Agreement" means  a written  agreement between  the
   Company and a Participant pursuant to which Options are granted to  a
   Participant under this Plan.

        (l)  "Option Price" means the price  per share of Common  Stock,
   determined under Paragraph 7(a)  hereof, for which  an Option may  be
   exercised.

        (m)  "Optionee"  shall  mean  the  person  who  is  entitled  to
   exercise an Option.

        (n)  "Non-qualified Stock Option" means an Option that is not an
   Incentive Stock Option.

        (o)   "Participants" means the employees, directors, consultants
   and officers of the Company and its Subsidiaries.

        (p)  "Relinquished Options" means Options relinquished  pursuant
   to Paragraph 9 hereof.

        (q)  "Subsidiary" means a subsidiary corporation of the  Company
   as defined in Section 424(f) of the Code.

        3.   Administration of  Plan.   The Board  shall administer  the
   Plan; provided, however, that the Board may appoint a committee  (the
   "Committee") composed of not less than two persons to administer  the
   Plan.   For purposes of this Plan the term "Committee" shall refer to
   the Board during all periods in  which the Board has not appointed  a
   committee to  administer the  Plan. The  Committee shall  report  all
   action taken by  it to the  Board, which shall  review and ratify  or
   approve those actions that are by law required to be so reviewed  and
   ratified or approved by the Board. The Committee shall have full  and
   final authority in its discretion, subject  to the provisions of  the
   Plan, to determine the Participants to whom, and the time or times at
   which, Options shall be granted and the number of shares and purchase
   price of  Common  Stock  covered by  each  Option;  to  construe  and
   interpret the Plan and any agreements  made pursuant to the Plan;  to
   determine the terms and  provisions (which need  not be identical  or
   consistent with respect to each Participant) of the respective Option
   Agreements and any agreements  ancillary thereto, including,  without
   limitation, terms covering the  payment of the  Option Price; and  to
   make all  other  determinations and  take  all other  actions  deemed
   necessary or advisable  for the proper  administration of this  Plan.
   All such actions and determinations shall be conclusively binding for
   all purposes and upon all persons.
<PAGE>

        4.   Options Authorized.   The Options granted  under this  Plan
   may be Incentive  Stock Options or  Non-qualified Stock Options.  The
   Committee shall have the full power and authority to determine  which
   Options shall  be  Non-qualified Stock  Options  and which  shall  be
   Incentive Stock Options;  to grant  only Incentive  Stock Options  or
   only Non-qualified Stock Options or any combination thereof; and,  in
   its sole discretion,  to grant to  an Optionee, in  exchange for  the
   surrender and  cancellation  of an  Option,  a new  Option  having  a
   purchase price lower than that provided in the Option so  surrendered
   and cancelled and containing such other  terms and conditions as  the
   Committee may prescribe  in accordance  with the  provisions of  this
   Plan. Options may be granted in tandem with stock appreciation rights
   (payable in  cash, common  stock  or a  combination  of the  two)  in
   accordance with any  applicable requirements  of the  Code. Under  no
   circumstances may Non-qualified  Stock Options be  granted where  the
   exercise of such Non-qualified Stock Options may affect the  exercise
   of Incentive Stock Options granted pursuant  to the Plan. No  Options
   may be  granted  under the  Plan  prior  to the  Effective  Date.  In
   addition to any  other limitations  set forth  herein, the  aggregate
   fair market value  (determined in accordance  with Paragraph 7(a)  of
   the Plan as of the  time the Option is  granted) of the Common  Stock
   with respect to which Incentive Stock Options are exercisable for the
   first time by a Participant in any calendar year (under all plans  of
   the Company  and  of  any Parent  or  Subsidiary)  shall  not  exceed
   $100,000.

        5.   Common Stock Subject to Options.   The aggregate number  of
   shares of the  Company's Common  Stock that  may be  issued upon  the
   exercise of Options  or stock appreciation  rights granted in  tandem
   with Options shall not exceed three hundred fifty thousand  (350,000)
   shares, subject to  adjustment under  the provisions  of Paragraph  8
   hereof.  The shares of Common Stock to be issued upon the exercise of
   Options may be authorized but unissued  shares, or shares issued  and
   reacquired by the  Company. In the  event any Option  shall, for  any
   reason, terminate or  expire or  be surrendered  without having  been
   exercised in full, the shares subject  to such Option shall again  be
   available for  Options to  be granted  under  the Plan,  except  that
   shares for  which  Relinquished  Options (or  portions  thereof)  are
   exercisable shall not again be available for Options under the Plan.

        6.   Participants.  Except as hereinafter provided, Options  may
   be granted  under the  Plan to  any Participant.  In determining  the
   Participants to  whom Options  shall be  granted  and the  number  of
   shares to be  covered by  such Option,  the Committee  may take  into
   account the  nature  of  the  services  rendered  by  the  respective
   Participants,  their  present  and  potential  contributions  to  the
   Company's success, and  such other factors  as the  Committee in  its
   discretion shall deem relevant. A Participant who has been granted an
   Option under the Plan may be granted an additional Option or  Options
   under the Plan, in the Committee's discretion.

        7.   Terms and Conditions of  Options.  The  grant of an  Option
   under the Plan shall be evidenced by an Option Agreement executed  by
   the Company and  the applicable  Participant and  shall contain  such
   terms and be  in such form  as the Committee  may from  time to  time
   approve, subject to the following limitations and conditions:
<PAGE>

        (a)  Option Price.  The Option Price  per share with respect  to
   each Option shall  be determined by  the Committee, but  shall in  no
   instance be less  than the  par value of  the shares  subject to  the
   Option. In addition and subject to  Paragraph 7(g) below, the  Option
   Price per  share  with respect  to  Incentive Stock  Options  granted
   hereunder shall in no instance be less than the Fair Market Value  of
   the shares  subject to  the Option  as of  the Date  of Grant.    The
   Committee may  permit all  or a  portion of  the Option  Price to  be
   payable in shares of  Common Stock owned by  the holder of an  Option
   that have an aggregate Fair Market  Value of no less than the  Option
   Price.

        (b)  Period of Option.  The expiration date of each Option shall
   be fixed by the Committee, but, notwithstanding any provision of  the
   Plan to the contrary, such expiration date shall not be more than  10
   years from the Date of Grant.

        (c)  Vesting of Shareholder Rights.  Neither an Optionee nor his
   successor in interest shall have any  of the rights of a  shareholder
   of the Company solely by virtue of the ownership of such Option until
   the Option is  exercised and the  shares relating to  the Option  are
   properly delivered to such Optionee or successor.

        (d)  Exercise of Option.  Each Option shall be exercisable  from
   time to time (but not sooner than six months after the Date of Grant)
   over such period and upon such terms and conditions as the  Committee
   shall determine, but not at any time as to less than 25 shares unless
   the remaining shares that have become so purchasable are less than 25
   shares. After the death of the  Optionee, an Option may be  exercised
   as provided in Paragraph 16 hereof.

        (e)  Nontransferability of Option.   Except as may be  otherwise
   expressly permitted  in  an  Option Agreement,  no  Option  shall  be
   transferable or assignable by an Optionee, other than by will or  the
   laws  of  descent  and  distribution,   and  each  Option  shall   be
   exercisable, during the Optionee's lifetime, only  by him or her  or,
   during  periods   of  legal   disability,  by   his  or   her   legal
   representative. No Option shall be subject to execution,  attachment,
   or similar process.

        (f)  Disqualifying Disposition.  The Option Agreement evidencing
   any Incentive Stock  Options granted  under this  Plan shall  provide
   that if  the Optionee  makes a  disposition,  within the  meaning  of
   Section 424(c) of the  Code, of any share  or shares of Common  Stock
   issued to him or  her pursuant to exercise  of the Option within  the
   two-year period commencing on the day after the Date of Grant of such
   Option or within the one-year period commencing on the day after  the
   date of issuance of the share or shares to him or her pursuant to the
   exercise of such  Option, he  or she shall,  within 10  days of  such
   disposition date,  notify the  Company of  the sales  price or  other
   value ascribed to or used to measure the disposition of the share  or
   shares thereof and immediately deliver to  the Company any amount  of
   federal income tax withholding required by law.
<PAGE>

        (g)  Limitation on Grants to Certain Shareholders.  An Incentive
   Stock  Option  may  be  granted  to   a  Participant  only  if   such
   Participant, at the time the Option  is granted, does not own,  after
   application of the attribution rules of  Section 424(d) of the  Code,
   stock possessing more than 10% of the total combined voting power  of
   all classes  of Common  Stock of  the  Company or  of its  Parent  or
   Subsidiary. The preceding restriction shall not apply if at the  time
   the Option is granted the Option Price  is at least 110% of the  fair
   market value (as defined in Paragraph 7(a) above) of the Common Stock
   subject to the Option and such Option by its terms is not exercisable
   after the expiration of five years from the Date of Grant.

        (h)  Consistency with Code.  Notwithstanding any other provision
   in this Plan to the contrary, the provisions of all Option Agreements
   shall not  violate the  requirements of  the Code  applicable to  the
   Incentive Stock Options authorized hereunder.

        (i)  Grants to Committee Members.  Members of the Committee  who
   are outside directors (i.e. those directors who are not employees  of
   or  full  time  consultants  to  the  Company)  shall  receive  2,500
   Nonqualified Stock Options on the second Tuesday in December of  each
   year for five (5) years beginning in December, 2000, and such options
   shall become exercisable in accordance with the following schedule:

             Completed Years             Cumulative Percentage
             From Date of Grant           of Shares Covered by
                                           Nonqualified Stock
                                          Options Which May be
                                               Exercised

             Less than 1 year .............       20%
             1 but less than 2 years ......       50%
             2 years or more ..............       100%

   The term of each Nonqualified Stock Option granted to a member of the
   Committee shall be ten years. The exercise price per share of  Common
   Stock purchasable  upon exercise  of the  Nonqualified Stock  Options
   granted to the members of the Committee shall be $0.15 per share. The
   provisions of this Paragraph 7(i) may not be modified or amended more
   than once every six (6) months other than to comport with changes  in
   the Code.   Except  for options  granted under  this Paragraph  7(i),
   members of  the Committee  who are  outside  directors shall  not  be
   eligible to receive options under the Plan.

        8.   Adjustments.

        (a)  In the event the outstanding shares of the Common Stock, as
   constituted from time  to time,  shall be changed  as a  result of  a
   change in capitalization  of the  Company, a  combination, merger  or
   reorganization of the Company into or with any other corporation,  or
   in the event of the sale of  all or substantially all assets, or  any
   other transaction with similar  effects (a "Transaction"), then  each
   Option outstanding on the date of any such Transaction shall vest  in
   its Grantee immediately, and may be exchanged for the number and kind
   of shares of Common Stock or other securities, property, or cash into
   which each outstanding share of Common Stock shall be changed or  for
   which each such share shall be exchanged, and the Committee may  make
   other equitable adjustments which it deems to be warranted.
<PAGE>

        (b)  In the event of any change in applicable laws or any change
   in circumstances which results in or would result in any dilution  of
   the rights  granted  under  the Plan,  or  which  otherwise  warrants
   equitable  adjustment  because  it   interferes  with  the   intended
   operation of the  Plan, then,  if the  Committee shall,  in its  sole
   discretion,  determine  that  such   change  equitably  requires   an
   adjustment in  the  number  or  kind of  shares  of  stock  or  other
   securities or other property theretofore subject, or which may become
   subject, to issuance or transfer under  the Plan or in the terms  and
   conditions of outstanding Options, such  adjustment shall be made  in
   accordance with such determination.   Any adjustment of an  Incentive
   Stock Option under this  paragraph shall be made  only to the  extent
   not   constituting   a   "modification"  within   the   meaning   of
   Section 425(h)(3) of the Code.  The  Committee shall given notice  to
   each Grantee, and upon notice such adjustment shall be effective  and
   binding for all purposes of the Plan.

        9.   Relinquishment of Options.

        (a)  The Committee, in  granting Options  hereunder, shall  have
   discretion to provide that an Optionee,  or his heirs or other  legal
   representatives (to the extent entitled to exercise the Option  under
   the terms of this Plan), in  lieu of purchasing the entire number  of
   shares subject to purchase  pursuant to such  Option, shall have  the
   right to relinquish all or any part of the unexercised portion of the
   Option (such  portion of  the Option  relinquished being  hereinafter
   referred to  as the  "Relinquished Option")  for  a number  of  whole
   shares of Common  Stock equal  to the product  of (i)  the number  of
   shares of Common Stock subject to the Relinquished Option and (ii)  a
   fraction, the numerator  of which is  the excess of  (A) the  current
   fair  market  value  per  share  of  Common  Stock  covered  by   the
   Relinquished Option over  (B) the Option  Price of such  Relinquished
   Option, and the denominator of which is the then current fair  market
   value per share of such Common Stock. No fractional shares of  Common
   Stock will  be  issued  pursuant  to  the  exercise  of  Relinquished
   Options. Rather, cash equal  to the fractional  amount of such  share
   multiplied by the  fair market value  per share will  be paid to  the
   Optionee, subject to  the federal  income and  other tax  withholding
   requirements of Paragraph 13 hereof.

        (b)  The Committee, in  granting Options  hereunder, shall  have
   discretion to determine the  terms upon which  such Options shall  be
   relinquishable, subject  to the  applicable provisions  of the  Plan.
   Outstanding Option Agreements may be amended, if necessary, to permit
   such exemption.

       10.  Restrictions on Issuing Shares. The exercise of each Option
   shall be subject to the condition that if at any time the Company shall
   determine in its discretion that the satisfaction of withholding tax or
   other withholding liabilities, or that the listing, registration, or
   qualification of any shares otherwise deliverable upon such exercise upon
   any securities exchange or under any state or federal law, or that the
   consent or approval of any regulatory body, is necessary or desirable as
   a condition of, or in connection with, such exercise or the delivery or
   purchase of shares pursuant thereto, then in any such event, such exercise
   shall not be effective unless such withholding, listing, registration,
   qualification, consent,  or  approval  shall have  been  effected  or
   obtained free of any conditions not acceptable to the Company.
<PAGE>

       11.  Use of Proceeds.  The proceeds received by the Company from
   the sale of Common Stock pursuant to the exercise of Options  granted
   under the Plan shall be added to the Company's general funds and used
   for general corporate purposes.

       12.  Amendment, Suspension, and Termination of Plan.  Except  as
   provided in Paragraph  7(i), the  Board may  at any  time suspend  or
   terminate the Plan or may amend it from time to time in such respects
   as the Board  may deem advisable  in order that  the Options  granted
   thereunder may conform  to any  changes in the  law or  in any  other
   respect which the Board may deem to  be in the best interests of  the
   Company, provided, however, that without approval by the shareholders
   of the Company voting the proper  percentage of its voting power,  no
   such  amendment  shall  make  any  change  in  the  Plan  for   which
   shareholder approval is required  of the Company by  (a) the Code  or
   regulatory provisions dealing with  Incentive Stock Options; (b)  any
   rules for listed companies promulgated by any national stock exchange
   on which  the  Company's  stock  may be  traded;  or  (c)  any  other
   applicable rule or law. Unless sooner terminated hereunder, the  Plan
   shall terminate 10 years after the  Effective Date. No Option may  be
   granted during any suspension or after  the termination of the  Plan.
   Except as  otherwise  specifically  provided  herein,  no  amendment,
   suspension, or termination of the  Plan shall, without an  Optionee's
   consent, impair or negate any of the rights or obligations under  any
   Option theretofore granted to such Optionee under the Plan.

       13.  Tax  Withholding.     The  Committee  may,   in  its   sole
   discretion, (a) require an  Optionee to remit to  the Company a  cash
   amount sufficient  to satisfy,  in whole  or  in part,  any  federal,
   state, and local withholding tax  requirements prior to the  delivery
   of any certificate for shares pursuant  to the exercise of an  Option
   hereunder; (b) grant to an Optionee the right to satisfy, in whole or
   in part, any such withholding tax requirements by electing to require
   that the Company, upon any exercise of the Option, withhold from  the
   shares of Common Stock issuable to the Optionee upon the exercise  of
   the Option, that number of full shares of Common Stock having a  fair
   market value equal to the amount or portion of the amount required to
   be withheld;  or (c)  satisfy such  withholding requirements  through
   another lawful  method,  including  through  additional  withholdings
   against the Optionee's other wages with the Company.

       14.  Effective Date of Plan.   This Plan shall become  effective
   on the date (the "Effective  Date") of the last  to occur of (a)  the
   adoption of the Plan  by the Board; and  (b) the approval, within  12
   months of such adoption, by a  majority (or such other proportion  as
   may be required by state law or the Articles of Incorporation of  the
   Company) of the outstanding  voting shares of  stock of the  Company,
   voted either  in person  or by  proxy, at  a duly  held  stockholders
   meeting, or,  where permitted  by law,  by the  consent of  all or  a
   majority of  the holders  of the  outstanding  voting shares  of  the
   Company.
<PAGE>

       15.  Termination   of   Employment.      Except   as   otherwise
   specifically provided in  an Option Agreement,  in the  event of  the
   retirement (with  the  written  consent  of  the  Company)  or  other
   termination of the employment of a Participant to whom an Option  has
   been granted under  the Plan, other  than (a) a  termination that  is
   either (i) for  cause (as "cause"  or "Cause" may  be defined in  any
   employment agreement then  in existence between  the Company and  the
   Participant, or in the absence of any such definition, as defined  in
   the Option Agreement) or (ii) voluntary  on the part of the  employee
   and without the written consent of the Company; or (b) a  termination
   by reason of death,  the employee may  (unless otherwise provided  in
   his Option Agreement) exercise  his Option at  any time within  three
   months after such retirement or  other termination of employment  (or
   within one year  after termination  of employment  due to  disability
   within the meaning of Code Section  422(c)(6)), or within such  other
   time as the Committee shall authorize, but in no event after 10 years
   from the date of  granting thereof (or such  lesser period as may  be
   specified in the  Option Agreement), but  only to the  extent of  the
   number of shares for which his Options were exercisable by him at the
   date of  the termination  of his  employment.   Except  as  otherwise
   specifically provided in  an Option Agreement,  in the  event of  the
   termination of the employment  of an employee to  whom an Option  has
   been granted under  the Plan  that is either  (i) for  cause or  (ii)
   voluntary on the part of the employee and without the written consent
   of the Company, any Option held by him under the Plan, to the  extent
   not previously exercised,  shall forthwith terminate  on the date  of
   such termination of employment. Options granted under the Plan  shall
   not be affected  by any change  of employment so  long as the  holder
   continues to be an employee of the Companyor a Subsidiary. The Option
   Agreement may contain such provisions as the Committee shall  approve
   with respect to the effect of approved leaves of absence. Nothing  in
   the Plan or in any Option  granted pursuant to the Plan shall  confer
   on any individual any right to continue in the employ of the  Company
   or any of its Subsidiaries or interfere in any way with the right  of
   the Company or any of its Subsidiaries to terminate his employment at
   any time.

       16.  Death  of   Holder  of   Option.     Except  as   otherwise
   specifically  provided  in  an  Option  Agreement,  in  the  event  a
   Participant to whom an  Option has been granted  under the Plan  dies
   during,  or  within  three  months  after  the  termination  of,  his
   employment by  the Company  or a  Subsidiary or  Parent, such  Option
   (unless it  shall have  been previously  terminated pursuant  to  the
   provisions of the  Plan or unless  otherwise provided  in his  Option
   Agreement) may be exercised  (to the extent of  the entire number  of
   shares covered  by  the Option  whether  or not  purchasable  by  the
   employee at the date of his  death) by the executor or  administrator
   of the Optionee's  estate or  by the person  or persons  to whom  the
   Optionee shall have transferred such Option by will or by the laws of
   descent and distribution, at  any time within a  period of 12  months
   after his  death, but  not after  the exercise  termination date  set
   forth in the relevant Option Agreement.
<PAGE>

       17.  Loans to Assist in Exercise of Options.  If approved by the
   Board, the Company  or any  Parent or  Subsidiary may  lend money  or
   guarantee loans  by third  parties to  an individual  to finance  the
   exercise of any Option granted under  the Plan to carry Common  Stock
   thereby acquired.  No  such  loan  to  finance  the  exercise  of  an
   Incentive Stock Option  shall have an  interest rate  or other  terms
   that would cause any part of the principal amount to be characterized
   as interest for purposes of the Code.