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                                                                   Exhibit 10.5

                                  QCS CORPORATION
                                 STOCK OPTION PLAN

       1.     PURPOSE.

              This Stock Option Plan (this "Plan") is intended to provide to
officers, directors, key Employees and Consultants of the Corporation an
opportunity to acquire a proprietary interest in the Corporation, to encourage
such key individuals to remain in the employ of or to contract with the
Corporation, and to attract and retain new officers, directors, Employees and
Consultants with outstanding qualifications. Pursuant to the Plan, the
Corporation may grant to officers, directors, Consultants and key Employees of
the Corporation options to purchase shares of Common Stock upon such terms and
conditions as provided herein.

       2.     DEFINITIONS.

              (a)    "Affiliate" shall mean any corporation (other than the
Corporation) in an unbroken chain of corporations that includes the Corporation
if each of such corporations, other than the last corporation in the chain, owns
at least 50% of the total voting power of one of the other corporations.

              (b)    "Board" shall mean the Board of Directors of the
Corporation.

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

              (d)    "Common Stock" shall mean the voting common stock of the
Corporation.

              (e)    "Consultant" shall mean any person who, or any employee of
any firm which, is engaged by the Company or any Affiliate to render consulting
services and is compensated for such consulting services, and any Non-employee
Director of the Company whether compensated for such services or not.

              (f)    "Corporation" shall mean QCS Corporation, a Delaware
corporation.

              (g)    "Effective Date" shall mean January 30, 1995.  All options
to employees granted prior to this Effective Date shall be considered options
granted pursuant to the Plan.

              (h)    "Employee" shall mean any individual who is employed,
within the meaning of Section 3401 of the Code and the regulations thereunder,
by the Corporation or by any Affiliate.

              (i)    "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

              (j)    "Exercise Price" shall mean the price per Share at which an
Option may be exercised, as determined by the Board and as specified in the
Optionee's stock option agreement.

              (k)    "Fair Market Value" shall mean the value of one Share of
Common Stock determined as follows: (i) if the Shares are traded on an exchange
or on the NASDAQ National Market System, the reported "closing price" on the
date of valuation or if no trading occurred on

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such date, the next preceding day on which trading occurred; (ii) if the
Shares are traded over-the-counter on the NASDAQ System (other than on the
NASDAQ National Market System), the mean between the bid and the ask prices
on said System at the close of business on the date of valuation or if no
trading occurred on such date, the next preceding day on which trading
occurred; and (iii) if neither (i) nor (ii) applies, the fair market value as
determined by the Board in good faith. Such determination shall be conclusive
and binding on all persons.

              (l)    "Joint Escrow Instructions" means joint escrow instructions
entered into between an Optionee and the Corporation in such form as may be
approved by the Board from time to time.

              (m)    "Non-employee Director" shall mean a member of the Board
who (i) is not currently an officer or Employee of the Corporation or a
parent or Subsidiary of the Corporation, (ii) has not received compensation
for serving as a Consultant or in any other non-director capacity or had an
interest in any transaction with the Corporation or a parent or Subsidiary of
the Corporation that would exceed the $60,000 threshold for which disclosure
would be required under Item 404(a) of Regulation S-K, or (iii) has not been
engaged through another party in a business relationship with the Corporation
which would be disclosable under Item 404(b) of Regulation S-K. If the Board
determines that compliance with Section 162(m) of the Code is desirable, then
the term "Non-employee Director" shall also be interpreted to satisfy the
definition of "outside director" under Section 162(m) and applicable
regulations issued pursuant thereto.

              (n)    "Option" shall mean an option to purchase shares of
Common Stock granted pursuant to the Plan.  Such an Option shall be deemed a
non-statutory stock option, not of the type described in Section 422 of the
Code.

              (o)    "Optionee" shall mean any person who holds an Option
pursuant to the Plan.

              (p)    "Plan" shall mean this stock option plan, as amended from
time to time.

              (q)    "Purchase Price" shall mean at any particular time the
Exercise Price times the number of Shares for which an Option is being
exercised.

              (r)    "Share" shall mean one share of authorized Common Stock.

       3.     ADMINISTRATION.

              (a)    Powers of the Board.

              The Plan shall be administered by the Board.  Subject to the
provisions of the Plan, the Board shall have the authority, in its discretion
and on behalf of the Corporation:

                     (i)    to grant Options;

                     (ii)   to determine the Exercise Price per Share of Options
to be granted;

                     (iii)  to determine the Employees to whom, and the time or
times at which, Options shall be granted and the number of Shares for which an
Option will be exercisable;

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                     (iv)   to interpret the Plan;

                     (v)    to prescribe, amend, and rescind rules and
regulations relating to the Plan;

                     (vi)   to determine the terms and provisions of each Option
granted and, with the consent of the holder thereof, modify or amend each
Option;

                     (vii)  to accelerate or defer, with the consent of the
Optionee, the exercise date of any Option;

                     (viii) to authorize any person to execute on behalf of the
Corporation any instrument required to effectuate the grant of an Option
previously granted by the Board;

                     (ix)   with the consent of the Optionee, to re-price,
cancel and re-grant, or otherwise adjust the Exercise Price of an Option
previously granted by the Board; and

                     (x)    to make all other determinations deemed necessary or
advisable for the administration of the Plan.

              (b)    Board's Determination of Fair Market Value.

              The Board shall have the authority to determine, upon review of
relevant information, the Fair Market Value of the Common Stock, subject to the
provisions of the Plan and irrespective of whether the Board has appointed a
Board to administer the Plan. The Board may delegate this authority to the
Board.

              (c)    Board's Interpretation of the Plan.

              The interpretation and construction by the Board of any provision
of the Plan or of any Option granted hereunder shall be final and binding on all
parties claiming an interest in an Option granted under the Plan. No member of
the Board shall be liable for any action or determination made in good faith
with respect to the Plan or any Option.

       4.     PARTICIPATION.

              (a)    Eligibility.

              The Optionees shall be such persons as the Board may select from
among the Employees and Consultants.

              (b)    Ten Percent Stockholders.

              Any Employee who owns more than 10% of the total combined voting
power of all classes of outstanding stock of the Corporation or any Affiliate
shall not be eligible to receive an Option unless:

                     (i)    the Exercise Price of the Shares subject to such
Option when granted is at least 110% of the Fair Market Value of such Shares,
and

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

              (c)    Stock Ownership.

              For purposes of Section 4(b), in determining stock ownership, an
Employee shall be considered as owning the stock owned, directly or indirectly,
by or for his or her brothers and sisters, spouse, ancestors, and lineal
descendants. Stock owned, directly or indirectly, by or for a corporation,
partnership, estate, or trust shall be considered as being owned proportionately
by or for its stockholders, partners, or beneficiaries, respectively. Stock with
respect to which such Employee holds an Option will be counted in the
determination of stock ownership for purposes of the above Section 4(b).

              (d)    Outstanding Stock.

              For purposes of Section 4(b), the term "outstanding stock" shall
include all stock actually issued and outstanding immediately after the grant of
the Option to the Optionee but shall not include any share for which an Option
is exercisable by any person.

       5.     STOCK.

              (a)    Shares Subject to The Plan.

              The aggregate number of Shares which may be issued upon exercise
of Options under the Plan shall not exceed Seven Hundred Thousand (700,000)
shares of Common Stock, subject to adjustment pursuant to Section 8 hereof.

              (b)    Options Not to Exceed Shares Available,

              The number of Shares for which an Option is exercisable at any
time shall not exceed the number of Shares remaining available for issuance
under the Plan. If any Option expires or is terminated, the number of Shares for
which such Option was exercisable may be made exercisable pursuant to other
Options under the Plan. The limitations established by this Section 5(b) shall
be subject to adjustment in the manner provided in Section 8 hereof upon the
occurrence of an event specified therein.

       6.     TERMS AND CONDITIONS OF OPTIONS.

              (a)    Stock Option Agreements.

              Options shall be evidenced by a written stock option agreement
between the Optionee and the Corporation either in the form of a Stock Option
Agreement (attached hereto as EXHIBIT A) or in such other form as the Board
shall from time to time determine. No Option or purported Option shall be a
valid and binding obligation of the Corporation unless so evidenced in writing.

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              (b)    Number of Shares.

              Each stock option agreement shall state the number of Shares for
which the Option is exercisable and shall provide for the adjustment thereof in
accordance with Section 8 hereof.  The maximum number of shares with respect to
which options may be granted to any one Optionee, in the aggregate in any
calendar year, shall not exceed Three Hundred Thousand (300,000) Shares.

              (c)    Vesting.

              An Optionee may not exercise his or her Option for any Shares
until the Option, in regard to such Shares, has vested. Each stock option
agreement shall include a vesting schedule which shall show when the Option
becomes exercisable, subject only to the requirement that each Option granted
under this Plan must vest at a rate of not less than 20% per year (with the
first 20% vesting not later than the first anniversary of the date on which the
Options in question were first granted (the "Grant Date"), and the last 20%
vesting not later than the fifth anniversary of said Grant Date). The vesting
schedule shall not impose upon the Corporation or any Affiliate any obligation
to retain the Optionee in its employ or under contract for any period or
otherwise change the employment-at-will status of an Optionee who is an
Employee.

              (d)    Lapse of Options.

              Each stock option agreement shall state the time or times when the
Option covered thereby lapses and becomes unexercisable in part or in full. An
Option shall lapse on the earliest of the following events (unless otherwise
determined by the Board and reflected in an option agreement):

                     (i)    The tenth anniversary of the date of grant of the
Option;

                     (ii)   The first anniversary of the Optionee's death;

                     (iii)  The first anniversary of the date when the Optionee
ceases to be an Employee due to total and permanent disability, within the
meaning of Section 22(e)(3) of the Code;

                     (iv)   On the date provided in Section 6(h)(i), unless the
Board otherwise extends such period before the applicable expiration date;

                     (v)    On the date provided in Section 8 for a transaction
described in such Section;

                     (vi)   The date the Optionee files or has filed against him
or her a petition in bankruptcy; or

                     (vii)  The expiration date specified in the Optionee's
stock option agreement.

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              (e)    Exercise Price.

              Each stock option agreement shall state the Exercise Price for the
Shares for which the Option is exercisable. Subject to Section 4(b), the
Exercise Price shall not be less than 85% of the Fair Market Value of the Shares
for which the Option is exercisable and not less than the par value of the
Shares.

              (f)    Medium and Time of Payment.

              The Purchase Price shall be payable in full in cash upon the
exercise of an Option, provided, however, that the Board may instead allow the
Optionee to pay the Purchase Price:

                     (i)    by surrendering Shares in good form for transfer,
owned by the Optionee for more than 12 months, and having a Fair Market Value on
the date of exercise equal to the Purchase Price; or

                     (ii)   by delivery of a full recourse promissory note
(Note") made by the Optionee in the amount of the Purchase Price, bearing
interest, compounded semiannually, at a rate not less than the rate determined
under Section 7872 of the Code to insure that no "foregone interest", as defined
in such section, will accrue, together with the delivery of a duly executed
standard form security agreement securing the Note by a pledge of the Shares
purchased; or

                     (iii)  in any combination of such consideration, or such
other consideration and method of payment for the issuance of Shares permitted
under applicable law, so long as the Fair Market Value of the consideration so
paid equals the Purchase Price.

              The Board or a stock option agreement may prescribe requirements
with respect to the exercise of Options, including the submission by the
Optionee of such forms and documents as the Board may require and the delivery
by the Optionee of cash sufficient to satisfy applicable withholding
requirements. The Board may vary the exercise requirements and procedures from
time to time to facilitate, for example, the broker-assisted exercise of
Options.

              (g)    Non-transferability of Options.

              During the lifetime of the Optionee, the Option shall be
exercisable only by the Optionee or the Optionee's conservator or legal
representative and shall not be assignable or transferable except pursuant to a
qualified domestic relations order as defined by the Code. In the event of the
Optionee's death, the Option shall not be transferable by the Optionee other
than by will or the laws of descent and distribution.

              (h)    Termination of Employment Other than by Death or
Disability.

                     (i)    If an Optionee ceases to be an Employee for any
reason other than his or her death or disability, the Optionee shall have the
right, subject to the provisions of this Section 6, to exercise any Option held
by the Optionee at any time within ninety (90) days after his or her termination
of employment, but not beyond the otherwise applicable term of the Option and
only to the extent that on such date of termination of employment the Optionee's
right to exercise such Option had vested.

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                     (ii)   For purposes of this Section 6(h), the employment
relationship shall be treated as continuing intact while the Optionee is an
active employee of the Corporation or any Affiliate, or is on military leave,
sick leave, or other bona fide leave of absence to be determined in the sole
discretion of the Board.

              (i)    Death of Optionee.

              If an Optionee dies while an Employee, or after ceasing to be an
Employee but during the period while he or she could have exercised an Option
under Section 6(h), any Option granted to the Optionee may be exercised, to the
extent it had vested at the time of death and subject to the Plan, at any time
within 12 months after the Optionee's death, by the executors or administrators
of his or her estate or by any person or persons who acquire the Option by will
or the laws of descent and distribution, but not beyond the otherwise applicable
term of the Option.

              (j)    Disability of Optionee.

              If an Optionee ceases to be an Employee due to becoming totally
and permanently disabled within the meaning of Section 22(e)(3) of the Code, any
Option granted to the Optionee may be exercised to the extent it had vested at
the time of cessation and, subject to the Plan, at any time within 12 months
after the Optionee's termination of employment, but not beyond the otherwise
applicable term of the Option.

              (k)    Rights as a Stockholder.

              An Optionee, or a transferee of an Optionee, shall have no rights
as a stockholder of the Corporation with respect to any Shares for which his or
her Option is exercisable until the date of the issuance of a stock certificate
for such Shares. No adjustment shall be made for dividends, ordinary or
extraordinary or whether in currency, securities, or other property,
distributions, or other rights for which the record date is prior to the date
such stock certificate is issued, except as provided in Section 8 hereof.

              (l)    Modification, Extension, and Renewal of Options.

              Within the limitations of the Plan, the Board may modify, extend
or renew outstanding Options or accept the cancellation of outstanding Options
for the granting of new Options in substitution therefor. Notwithstanding the
preceding sentence, no modification of an Option shall, without the consent of
the Optionee, alter or impair any rights or obligations under any Option
previously granted.

              (m)    Other Provisions.

              The stock option agreements authorized under the Plan may contain
such other provisions which are not inconsistent with the terms of the Plan,
including, without limitation, restrictions upon the exercise of the Option, as
the Board shall deem advisable.

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       7.     TERM OF PLAN.

              Options may be granted pursuant to the Plan until a date no later
than ten years following the Effective Date, and all Options which are
outstanding on such date shall remain in effect until they are exercised or
expire by their respective terms. The Plan shall expire for all purposes on the
date that is 10 years following the Effective Date.

       8.     RECAPITALIZATION, TAKEOVERS, AND LIQUIDATIONS.

              (a)    Reorganizations.

              The number of Shares covered by the Plan, as provided in Section 5
hereof and the number of Shares for which each Option is exercisable shall be
proportionately adjusted for any increase or decrease in the number of issued
Shares resulting from a stock split, a reverse stock split, the payment of a
stock dividend, re-capitalization, combination or reclassification of the
Corporation's stock or any other event which results in an increase or decrease
in the number of issued Shares effected without receipt of consideration by the
Corporation, and the Exercise Price shall be proportionately increased in the
event the number of Shares subject to such Option are decreased and shall be
proportionately decreased in the event the number of Shares subject to such
Option are increased. For the purposes of this Section 8(a), the conversion of
any convertible securities of the Corporation shall not be deemed to have been
"effected without receipt of consideration."  Adjustments shall be made by the
Board, whose determination in that respect shall be final binding and
conclusive. Except as expressly provided herein, no issuance by the Corporation
of shares of stock of any class, or securities convertible into shares of stock
of any class, shall affect, and no adjustment by reason thereof shall be made
with respect to, the number or price of Shares subject to an Option.

              (b)    Liquidation.

              In the event of the dissolution or liquidation of the Corporation,
each Option shall terminate immediately prior to the consummation of such
action. The Board shall notify the Optionee not less than 15 days prior to the
proposed consummation of a pending dissolution or liquidation, and such Option
shall be exercisable as to all Shares which are vested prior to expiration until
immediately prior to the consummation of such action.

              (c)    Merger.

              In the event of (i) a proposed merger of the Corporation with or
into another corporation, as a result of which the Corporation is not the
surviving corporation and (ii) the Option is not assumed or an equivalent option
substituted by the successor corporation or a parent or subsidiary of the
successor corporation, then in such case the Option shall terminate immediately
prior to the consummation of such transaction. The Board shall notify the
Optionee not less than 15 days prior to the proposed consummation of such
transaction, and the Option shall be exercisable as to all Shares which are
vested prior to expiration and until immediately prior to the consummation of
such transaction.

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              (d)    Determination by Board.

              All adjustments described in this Section 8 shall be made by the
Board, whose determination shall be conclusive and binding on all persons.

              (e)    Limitation on Rights of Optionee.

              Except as expressly provided in this Section 8, no Optionee shall
have any rights by reason of any payment of any stock dividend, stock split or
reverse stock split or any other increase or decrease in the number of shares of
stock of any class, or by reason of any reorganization, consolidation,
dissolution, liquidation, merger, exchange, split-up or reverse split-up, or
spin-off of assets or stock of another corporation. Any issuance by the
Corporation of Shares, Options or securities convertible into Shares or Options
shall not affect, and no adjustment by reason thereof shall be made with respect
to, the number or Exercise Price of the Shares for which an Option is
exercisable. Notwithstanding the foregoing, if the Corporation enters into a
transaction affecting the Corporation's capital stock or distributions to the
holders of its capital stock for which a revision in the terms of each Option is
not required pursuant to this Section 8, the Board shall have the right, but not
the obligation, to revise the terms of each Option in a manner that the Board,
in its sole discretion, deems fair and reasonable given the transaction
involved. If necessary or appropriate in connection with such transaction, the
Board may declare that any Option shall terminate as of a date fixed by the
Board and give each Optionee the right to exercise his or her Option in whole or
in part, including exercise as to Shares to which the Option would not otherwise
be exercisable.

              (f)    No Restriction on Rights of Corporation.

              The grant of an Option shall not affect or restrict in any way the
right or power of the Corporation to make adjustments, reclassifications,
reorganizations, or changes of its capital or business structure, or to merge or
consolidate, or to dissolve, liquidate, sell, or transfer all or any part of its
business or assets.

       9.     SECURITIES LAW REQUIREMENTS.

              (a)    Legality of Issuance.

              No Shares shall be issued upon the exercise of any Option unless
and until the Corporation has determined that: (i) the Corporation and the
Optionee have taken all actions required to exempt the issuance of the Shares
from the registration requirements under the Securities Act of 1933, as amended
(the "Act"), or the Corporation and the Optionee will determine that the
registration requirements of the Act do not apply to such exercise or issuance;
(ii) any applicable listing requirement of any stock exchange on which the
Common Stock is listed has been satisfied; and (iii) any other applicable
provision of state or Federal law has been satisfied.

              (b)    Restrictions on Transfer Representations of Optionee.
Legends.

              Regardless of whether the offering and sale of Shares has been
registered under the Act or has been registered or qualified under the
securities laws of any state, the Corporation may impose restrictions upon the
sale, pledge, or other transfer of such Shares, including the placement of
appropriate legends on stock certificates, it in the judgment of the Corporation
and its counsel, such

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restrictions are necessary or desirable in order to achieve compliance with
the provisions of the Act, the securities laws of any state, or any other
law. If the sale of Shares is not registered under the Act and the
Corporation will determine that the registration requirements of the Act
apply to such sale, but an exemption is available which requires an
investment representation or other representation, the Optionee will be
required, as a condition to purchasing Shares by exercise of his or her
Option, to represent that such Shares are being acquired for investment, and
not with a view to the sale or distribution thereof except in compliance with
the Act, and to make such other representations as are deemed necessary or
appropriate by the Corporation and its counsel. Stock certificates evidencing
Shares acquired pursuant to an unregistered transaction to which the Act
applies will bear a restrictive legend substantially in the following form
and such other restrictive legends as are required or deemed advisable under
the Plan or the provisions of any applicable law.

       "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR QUALIFIED UNDER THE
SECURITIES LAWS OF ANY STATE. THESE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND
NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF, AND
MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
WITHOUT AN EFFECTIVE REGISTRATION UNDER THE ACT AND/OR QUALIFICATION UNDER ANY
APPLICABLE STATE SECURITIES LAWS, OR WITHOUT AN OPINION OF COUNSEL ACCEPTABLE TO
THE CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION OR QUALIFICATION IS NOT
REQUIRED."

              Any determination by the Corporation and its counsel in connection
with any of the matters set forth in this Section 9 will be conclusive and
binding on all persons:

              (c)    Registration or Qualification of Securities.

              The Corporation may, but will not be obligated to, register or
qualify the sale of Shares under the Act or any other applicable law. In
connection with any such registration or qualification, the Corporation will
provide each Optionee with such information required pursuant to all applicable
laws and regulations.

              (d)    Exchange of Certificate.

              If, in the opinion of the Corporation and its counsel, any legend
placed on a stock certificate representing Shares issued hereunder is no longer
required, the Optionee or the holder of such certificate will be entitled to
exchange such certificate for a certificate representing the same number of
Shares but without such legend.

              (e)    Market Standoff Agreement.

              By acceptance of an Option, each Optionee agrees that if so
requested by the Corporation or any representative of the underwriters in
connection with any registration of any securities of the Corporation under the
Act, Optionee shall not sell or otherwise transfer any of the Shares or other
securities of the Corporation during the period requested by the Corporation or
the representative of the underwriters, as the case may be. Each Optionee agrees
that the Corporation

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may impose stop-transfer instructions with respect to the securities subject
to the foregoing restrictions.

       10.    EXERCISE OF UNVESTED OPTIONS.

              The Board may grant to any Optionee the right to exercise any
Option prior to the complete vesting of such Option. Without limiting the
generality of the foregoing, the Board may provide that if an Option is
exercised prior to having completely vested, the Shares issued upon such
exercise shall remain subject to vesting at the same rate as under the Option so
exercised and shall be subject to a right, but not an obligation, of repurchase
by the Corporation with respect to all unvested Shares if the Optionee ceases to
be an Employee for any reason. For the purposes of facilitating the enforcement
of any such right of repurchase, at the request of the Board, the Optionee shall
enter into the Joint Escrow Instructions with the Corporation and deliver every
certificate for his or her unvested Shares with a stock power executed in blank
by the Optionee and by the Optionee's spouse, if required for transfer.

       11.    AMENDMENT OF THE PLAN.

              The Board may, from time to time, terminate, suspend or
discontinue the Plan, in whole or in part, or revise or amend the Plan in any
respect whatsoever including, but not limited to, the adoption of any
amendment(s) deemed necessary or advisable to qualify the Options under rules
and regulations promulgated by the Securities and Exchange Commission with
respect to Employees who are subject to the provisions of Section 16 of the
Exchange Act or to correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any Option granted thereunder, without approval
of the stockholders of the Corporation, but without the approval of the
Corporation's stockholders, no such revision or amendment shall:

              (a)    Increase the number of Shares subject to the Plan, other
than any increase pursuant to Section 8;

              (b)    Materially modify the requirements as to eligibility for
participation in the Plan;

              (c)    Materially increase the benefits accruing to Optionees
under the Plan;

              (d)    Extend the term of the Plan; or

              (e)    Amend this Section to defeat its purpose.

No amendment, termination or modification of the Plan shall affect any Option
theretofore granted in any material adverse way without the consent of the
Optionee.

       12.    APPLICATION OF FUNDS.

              The proceeds received by the Corporation from the sale of Common
Stock pursuant to the exercise of an Option shall be used for general corporate
purposes.

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       13.    WITHHOLDING OF TAXES.

              In the event the Corporation or an Affiliate determines that it is
required to withhold Federal, state, or local taxes in connection with the
exercise of an Option or the disposition of Shares issued pursuant to the
exercise of an Option, the Optionee or any person succeeding to the rights of
the Optionee, as a condition to such exercise or disposition, may be required to
make arrangements satisfactory to the Corporation or the Affiliate to enable it
to satisfy such withholding requirements.

              Alternatively, the Corporation may issue or transfer Shares net of
the number of Shares sufficient to satisfy withholding tax requirements. For
withholding tax purposes, the Shares will be valued on the date the withholding
obligation is incurred.

       14.    RIGHTS AS AN EMPLOYEE.

              Neither the Plan nor any Option granted pursuant thereto shall be
construed to give any person the right to remain in the employ of the
Corporation or any Affiliate, or to affect the right of the Corporation or any
Affiliate to terminate such individual's employment at any time with or without
cause. The grant of an Option shall not entitle the Optionee to, or disqualify
the Optionee from, participation in the grant of any other Option under the Plan
or participation in any other benefit plan maintained by the Corporation or any
Affiliate.

       15.    DISAVOWAL OF REPRESENTATIONS, UNDERTAKINGS OR CREATION OF IMPLIED
              RIGHTS.

              In adopting and maintaining the Plan and granting options
hereunder, neither the Corporation nor any Affiliate makes any representations
or undertakings with respect to the initial qualification or treatment of
Options under Federal or state tax or securities laws. The Corporation and each
Affiliate expressly disavows the creation of any rights in Employees, Optionees,
or beneficiaries of any obligations on the part of the Corporation, any
Affiliate or the Board, except as expressly provided herein.

       16.    INSPECTION OF RECORDS.

              Copies of the Plan, records reflecting each Optionee's Option, and
any other documents and records which an Optionee is entitled by law to inspect
shall be open to inspection by the Optionee and his or her duly authorized
representative at the office of the Board at any reasonable business hour.

       17.    INFORMATION TO OPTIONEES.

              Each Optionee shall be provided with such information regarding
the Corporation as the Board from time to time deems necessary or appropriate;
provided, however, that each Optionee shall at all times be provided with such
information as is required to be provided from time to time pursuant to
applicable regulatory requirements, including, but not limited to, any
applicable requirements of the Securities and Exchange Commission, the
California Department of Corporations and other state securities agencies.

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