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                                                                    Exhibit 10.3

                          INNOVATIVE TECH SYSTEMS, INC.

                             1994 STOCK OPTION PLAN
                      (as amended through January 31, 1998)

1.       PURPOSE

         The purpose of the Innovative Tech Systems Inc. (the "Company") Stock
Option Plan (referred to herein as the "Plan") is to provide a means by which
certain employees and directors of, and others providing services to or having a
relationship with, the Company and. its subsidiaries (as such term is defined in
Section 424(f) of the Internal Revenue Code of 1986, as amended (the "Code") may
be given an opportunity to purchase common stock of the Company ("Common Stock")
 . The Plan is intended to promote the interests of the Company by encouraging
stock ownership on the part of such individuals, by enabling the Company and its
subsidiaries to secure and retain the services of highly qualified persons, and
by providing such individuals with an additional incentive to advance the
success of the Company and its subsidiaries.

2.       ADMINISTRATION

         The Plan shall be administered by a Committee consisting of not less
than two directors (the "Committee") to be appointed from time to time by the
Board of Directors. Membership on the Committee shall in any event be limited to
those members of the Board who are "Non-Employee Directors" as defined in the
regulations promulgated by the Securities Exchange Commission pursuant to
Section 16(b) of the Securities Exchange Act of 1934. The Committee shall have
the power to select optionees, to establish the number of shares and other terms
applicable to each such option, to construe the provisions of the Plan, and to
adopt rules and regulations governing the administration of the Plan.
Notwithstanding anything to the contrary contained herein, any authority granted
to the Stock Option Committee under the Plan may also be exercised by the
Company's Board of Directors. The members of the Board of Directors or the
Committee shall not be liable for any action or determination made in good faith
with respect to the Plan or to any option granted pursuant thereto.

3.       ELIGIBILITY

         The persons who shall be eligible to participate in this Plan and
receive options hereunder shall be the Company's directors and such employees
and other individuals who provide services to or otherwise have a relationship
with the Company or its subsidiaries as the Committee shall from time to time
determine to be key individuals to the success of the Company.

4.       ALLOTMENT OF SHARES

         A maximum of 2,175,000 authorized but unissued shares of the Common
Stock of the Company will be allotted to the Plan, subject to the required
approval by the stockholders. Shares that by reason of the expiration of an
option or otherwise are no longer subject to



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purchase pursuant to an option granted under the Plan may be reoptioned under
the Plan. The Company shall not be required upon the exercise of any option to
issue or deliver any shares of stock prior to the completion of such
registration or other qualification of such shares under any state or federal
law, rule or regulation as the Company shall determine to be necessary or
desirable.

5.       EFFECTIVE DATE AND TERM OF PLAN

         The effective date of the Plan is the date on which it is approved by
the shareholders of the Company. The Plan shall terminate on the tenth
anniversary of its effective date; but the Board of Directors may terminate the
Plan at any time prior thereto. Termination of the Plan shall not alter or
impair, without the consent of the optionee, any of the rights or obligations of
any option theretofore granted under the Plan.

6.       TERMS AND CONDITIONS

         A.       All Options

                  Stock options granted pursuant to this Plan shall be evidenced
by agreements in such form as the Committee shall from time to time approve.
Nothing in this Plan or any option granted hereunder shall govern the employment
rights and duties between the optionee and the Company or subsidiary. Neither
this Plan, nor any grant or exercise pursuant thereto, shall constitute an
employment agreement among such parties. The following shall also apply to all
options granted under the Plan:

                  (i)      Option Price

                           Except as otherwise set forth herein, the option
                  price per share for each stock option shall be determined by
                  the Committee and shall not be less than the fair market value
                  on the date the option is granted. The fair market value shall
                  be determined as prescribed by the Internal Revenue Code and
                  Regulations thereunder.

                  (ii)     Time of Exercise of Option

                           Except as otherwise set forth herein, the Committee
                  shall establish the option period and time or times within the
                  option period when the stock option may be exercised in whole
                  or in such parts as may be specified from time to time by the
                  Committee. With respect to an optionee who is about to retire,
                  the Committee may in its discretion accelerate the time or
                  times when any particular stock option held by said optionee
                  may be so exercised so that such time or times are earlier
                  than those originally provided in said option. In all cases
                  exercise of a stock option shall be subject to the provisions
                  of Section 6A(vi).



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                  (iii) Payment and Manner of Exercise

                           The entire option price shall be paid at the time the
                  option is exercised. To the extent that the right to purchase
                  shares has accrued hereunder, options may be exercised from
                  time to time by written notice to the Company stating the full
                  number of shares with respect to which the option is being
                  exercised and the time of delivery thereof, which shall be at
                  least fifteen days after the giving of such notice unless an
                  earlier date shall have been mutually agreed upon. Such notice
                  of exercise shall be accompanied by full payment for the
                  shares by certified or official bank check or the equivalent
                  thereof acceptable to Company. Upon exercise, the Company
                  shall, without transfer or issue tax to the optionee (or other
                  person entitled to exercise the option), deliver to the
                  optionee (or such other person) at the principal office of the
                  Company, or such other place as shall be mutually agreed upon,
                  a certificate or certificates for such shares; provided,
                  however, that the time of delivery may be postponed by the
                  Company for such periods as may be required for it with
                  reasonable diligence to comply with any requirements of law;
                  and provided further that in the event the Common Stock
                  issuable upon exercise is not registered under the Securities
                  Act of 1933 (the "Act") , then the Company may require that
                  the registered owner deliver an investment representation in
                  form acceptable to the Company and its counsel and the Company
                  will place a legend on the certificate for such Common Stock
                  restricting the transfer of same. There shall be no obligation
                  or duty for the Company to register under the Act at any time
                  the Common Stock issuable upon exercise of the options. If the
                  optionee (or other person entitled to exercise the option)
                  fails to accept delivery, the optionee's payment shall be
                  returned and the right to exercise the option with respect to
                  such undelivered shares shall be terminated.

                  (iv)     Non-Transferability of Option

                           An option by its terms shall not be transferable by
                  the optionee otherwise than by will or by the laws of descent
                  and distribution.

                  (v)      Adjustment in Event of Recapitalization of the 
                           Company

                           In the event of a reorganization, recapitalization,
                  stock split, stock dividend, combination of shares, merger,
                  consolidation, rights offering, or any other change in the
                  corporate structure or shares of the Company, the Board of
                  Directors shall make such adjustment as it may deem equitably
                  required, in the number and kind of shares authorized by and
                  for the Plan, in the number and kind of shares covered by the
                  options granted, and in the option price.



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                  (vi)     Rights after Termination of Employment

                           In the event of termination of employment due to any
                  cause other than death or disability, rights to exercise the
                  stock option shall terminate three months following cessation
                  of employment. In the event of termination of employment due
                  to disability (within the meaning of Section 22 (e) (3) of the
                  Code) or death, such optionee or executor, administrator or
                  devisee of an optionee, shall have the right to exercise such
                  option (to the extent otherwise exercisable) at any time
                  within one year after cessation of employment by reason of
                  such disability or death.

         B.       Non-Qualified Stock Options

                  The Committee may, in its discretion, grant options under the
Plan which, in whole or in part, do not qualify as incentive stock options under
Section 422 of the Code ("Non-Qualifying Options"). The terms and conditions of
the Non-Qualifying Options shall be governed by Section 6A above.

         C.       Incentive Stock Options

                  The Committee may, in its discretion, grant options under the
Plan which qualify, in whole or in part, as incentive stock options under
Section 422 of the Code. In addition to the terms and conditions set forth in
Section 6A above, the following terms and conditions shall govern any incentive
stock option issued under the Plan:

                  (i)      Maximum Fair Market Value of Incentive Stock Options

                           No optionee may have incentive stock options which
                  become exercisable for the first time in any calendar year
                  (under all incentive stock option plans of the Company and its
                  subsidiary corporations) with an aggregate fair market value
                  (determined as of the time such option is granted) in excess
                  of one Hundred Thousand Dollars ($100,000).

                  (ii)     Option Price

                           The option price per share for each stock option
                  shall be 100% of the fair market value of the Common Stock on
                  the date the option is granted; except, in the case of the
                  grant to an optionee who owns Common Stock of the Company
                  possessing more than 10% of the total combined voting power of
                  all classes of stock of the Company or its subsidiaries, the
                  option price of such option shall be at least 110% of the fair
                  market value of the Common Stock on the date the option is
                  granted. The fair market value shall be determined as
                  prescribed by the Internal Revenue Code and Regulations.



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                  (iii)    Period of Option

                           Each option shall expire ten years from the date it
                  is granted or at the end of such shorter period as may be
                  designated by the Committee on the date of grant; except, in
                  the case of the grant of an incentive stock option to an
                  optionee who owns Common Stock of the Company possessing more
                  than 10% of the total combined voting power of all classes of
                  stock of the Company or its subsidiaries, such option shall
                  not be exercisable after the expiration of five years from the
                  date it is granted.

                  (iv)     Purpose for which Option may be Granted

                           Each option may be issued to an otherwise eligible
                  individual only for reasons connected with his employment by
                  the Company or its parent or subsidiary corporation (or
                  corporations).

7.       AMENDMENT OF PLAN

         The Board, within its discretion, shall have authority to amend the
Plan and the terms of any option issued hereunder without the necessity of
obtaining further approval of the stockholders, unless such approval is required
by law.


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