ARTICLE 1.  OBJECTIVES OF THE PLAN.  The objectives of the 1998 Stock
Option Plan (the "Plan") of Alpha Computer Solutions, Inc. (the "Company")
are to:  (i) Furnish incentive to individuals chosen to receive options
because they are considered capable of improving operations and increasing
profits;  (ii) Encourage officers, selected employees, directors and
consultants to accept or continue employment with, or serve as a Director
of, or continue consulting to, the Company or its Affiliates; and (iii)
Stimulate greater participation of selected employees, directors and
consultants in the Company's welfare through increasing their interest
and participation in the growth of the Common stock of the Company.

To accomplish the foregoing objectives, this Plan provides a means whereby
officers, directors, employees and consultants may receive options to
purchase Common shares.  Options granted under this Plan will be either
Nonqualified Options ("NQOs") or Incentive Stock Options ("ISOs").

ARTICLE 2.  ELIGIBLE PERSONS.  Every person who at the date of grant is an
employee of the Company is eligible to receive NQOs and ISOs under this
Plan; provided, however, than an ISO may not be granted under this Plan to
any person who owns, directly or indirectly, stock of the Company
constituting more than twenty five percent (25%) of the total combined
voting power of the Company's outstanding stock, unless the exercise price
of the ISO at the time of the option is granted is at least one hundred ten
percent (110%) of the fair market value of the stock subject to the option,
and the option is exercisable for no more than five years after the date of
the grant, as set forth in Section 6.2 of this Agreement.  The term employee
includes and officer or director who is an employee, as well as a
non-officer, non-director, regular employee of the Company.  Every person
who at the date of grant is a non-employee director or consultant to the
Company is eligible to receive NQOs but shall not be eligible to receive
ISOs.  The term "consultant" includes persons employed by, or otherwise
affiliated with, a consultant.

ARTICLE 3.  STOCK SUBJECT TO THIS PLAN.  The total number of shares of
stock which may be granted pursuant to the Plan is 600,000 common shares
of the Company, par value $.001 (.1 cent) per share.  The shares covered by
the portion of any grant which expires unexercised under the Plan shall
become available again for grants under the Plan.  The number of shares
reserved for purchase under the Plan is subject to adjustment in accordance
with the provisions for adjustment in the Plan.

ARTICLE 4.  ADMINISTRATION.  The Plan shall be administered by the Board
of Directors of the Company or by a committee appointed by the Board which
shall not have less than three Board members (in either case, the
"Administrator").  Subject to the provisions of the Plan, the Administrator
shall have the authority to select the persons to receive options under the
Plan, to fix the number of shares which each optionee may purchase, to set
the terms and conditions of each option (including whether each option
should be a NQO, and ISO or in part a NQO and in part an ISO), and to
determine all other matters relating to the Plan.  All questions of
interpretation, implementation, and application of the Plan shall be
determined by the Administrator, such determination shall be final and
binding on all persons.

ARTICLE 5.  GRANTING OF OPTIONS

Section 5.1.  Term.  No options shall be granted under this Plan after
ten years from the date of adoption of this Plan by the Board of Directors.

Section 5.2.  Stock Option Agreement.  Each Option shall be evidenced by
a written stock option agreement, in form satisfactory to the Company,
executed by the Company and the person to whom such option is granted.
The agreement shall specify whether each option it evidences is a NQO, and
ISO, or in part a NQO and in part an ISO.  If an option is in part a NQO
and in part an ISO, the agreement shall clearly identify each portion and
the number of shares subject to each portion.

Section 5.3.  Value of Grant.  The Administrator can grant ISOs for shares
of any value, provided that the value of the shares subject to one or more
ISOs first exercisable in any calendar year does not exceed $300,000
(determined at the grant date) plus fifty percent (50%) of any unused limit
carryover from prior years.

Section 5.4.  Grants to Officers, Directors, Consultants and Employees in
Advance.  The Administrator may approve the grant under this Plan to
persons who are expected to become officers, directors, employees of, or
consultants to, the Company, but are not officers, directors, employees or
consultants at the date of approval.  In such cases, the option shall be
deemed granted, without further approval, on the date the grantee becomes
and officer, director, employee or consultant and must satisfy all
requirements of this Plan for options granted on that date.

ARTICLE 6.  TERMS AND CONDITIONS OF OPTION.  Each option granted under
this Plan shall be designated as an ISO, a NQO, or in part an ISO and in
part a NQO.  Each option shall be subject to the terms and conditions set
forth in Section 6.1 below.  In addition, NQOs shall be subject to the
terms and conditions set forth in Section 6.2, below, but not those set
forth in Section 6.3.  ISOs shall be subject to the terms and conditions
set forth in Section 6.3, below, but not those set forth in Section 6.2.

Section 6.1.  General Terms and Conditions.  All options granted under this
Plan shall be subject to the following terms and conditions:

Section 6.1.1.  Changes in Capital Structure.  Subject to Section 6.1.2,
below, if the stock of the Company is changed by reason of a stock split,
reverse stock split, stock dividend, or recapitalization, or converted into
or exchanged for other securities as a result of a merger, consolidation or
reorganization, appropriate adjustments shall be made in (a) the number and
class of shares of stock subject to this Plan and each option outstanding
under this Plan, and (b) the exercise price of each outstanding option;
provided, however, that the Company shall not be required to issue
fractional shares as a result of any such adjustments.  Each such adjustment
shall be determined by the Administrator at his sole discretion, which
determination shall be final and binding on all persons.

Section 6.1.2.  Corporate Transactions.  New option rights may be
substituted for the option right granted under this Plan, or the Company's
obligations as to options outstanding under this Plan may be assumed, by
an employer corporation other than the Company, or by a parent or subsidiary
of such employer corporation, in connection with any merger, consolidation,
acquisition, separation, reorganization, liquidation or like occurrence in
which the Company is involved, in such manner that the then outstanding
options which are ISOs will continue to be "incentive stock options" within
the meaning of the applicable section of the Internal revenue Code, as
amended (the "Code"), to the full extent permitted thereby.  Notwithstanding
the foregoing or the provisions of Section 6.1.1, if such employer
corporation, or parent or subsidiary of such employer corporation, does
not substitute new option rights for, and substantially equivalent to,
the option rights granted hereunder, or assume the option rights granted
hereunder, or if the Company's Board of Directors determines, in its sole
discretion, that option rights outstanding under this Plan should not
then continue to be outstanding, the option rights granted hereunder shall
terminate (i) upon dissolution, liquidation, merger, acquisition,
separation, or similar occurrence, or (ii) upon any merger, consolidation,
acquisition, separation, or similar occurrence, where the Company will
not in economic substance be a surviving corporation; provided however,
that each optionee shall be mailed notice at least ten days prior to such
dissolution, liquidation, merger, consolidation, acquisition, separation
or similar occurrence, and shall have at least thirty days after the
mailing of such notice to exercise any unexpired option rights granted
hereunder to
the extent such option rights are then exercisable.

Section 6.1.3.  Time of Option Exercise.  Options granted under this Plan
shall be immediately exercisable, and shall be exercisable in whole or in
part.

Section 6.1.4.  Change of Option Period.  Notwithstanding any other
provision of this Plan (Except Section 6.3.3), the Administrator may
accelerate or defer the earliest date or dates on which outstanding
options (or any installments thereof) are exercisable.

Section 6.1.5.  Option Grant Date.  Except in case of advance approvals
as described in Section 5.4, the date of grant of an option under this
Plan shall be the date on which the Administrator approves the grant.
No option shall be exercisable, however, until a written stock option
agreement in form satisfactory to the Company is executed by the Company
and the optionee.

Section 6.1.6.  Nonassignability of Option Rights.  No option granted under
this Plan shall be assignable or otherwise transferable by the optionee
except by will or by the laws of descent and distribution.  During the life
of the optionee, an option shall be exercisable only by the optionee.

Section 6.1.7.  Payment.  Except as provided below, payment in full, in
cash, shall be made for all stock purchased at the time written notice of
exercise of an option is given to the Company, and proceeds of any payment
shall constitute general funds of the Company.  At the time an option is
granted or exercised, the Administrator, in the exercise of its absolute
discretion, may authorize any one or more of the following additional
methods of payment:  (a)  Acceptance, in the case of an optionee who is
an employee, of the optionee's full recourse promissory note for all or
part of the option price, payable on such terms and bearing such interest
rate specified by  the Administrator (but in no event less than the minimum
interest rate specified by Federal tax law at which no additional interest
would be imputed), which promissory note may be either secured or unsecured
in such manner as the Administrator shall approve (including, without
limitation, by a security in the shares of the Company); and (b)  Delivery
by the optionee of Common Shares already owned by the optionee for all or
part of the option price, provided the Value (determined as set forth in
Section 6.3.1) of such Common Shares is equal on the date of exercise to
the option price, or such portion thereof as the optionee is authorized to
pay by delivery of such stock; provided, however, that if an optionee has
exercised any portion of any option granted by the Company by delivery of
Common Shares, the optionee may not, within six months following such
exercise, exercise any option granted under this Plan by delivery of Common
Shares.

Section 6.1.8.  Termination of Employment.  Option rights, granted to an
employee under this Plan, to the extent such rights have not then expired
or been exercised, shall terminate three months after optionee ceases, for
any reason, to be an employee of the Company, and shall not be exercisable
on or after said date, except that if termination of employment is due to
the disability or death of the optionee, the optionee, or the optionee's
representative or any other person who acquires the option rights from the
optionee by will or the applicable laws of descent and distribution, may
within twelve months after the termination of employment, exercise the
rights to the extent they were exercisable on the date of the termination.
A transfer of an optionee from the Company to an Affiliate or vice versa,
or from one Affiliate to another, or a leave of absence duly authorized by
the Company, shall not be deemed a termination of employment or a break in
continuous employment.  Option rights granted to a consultant under this
Plan, to the extent such rights have not expired or been exercised, shall
terminate at such times and in such a manner as provided by the
Administrator at the time of grant.

Section 6.1.9.  Repurchase of Stock.  At the option of the Administrator,
the stock to be delivered pursuant to the exercise of any option granted
to an employee under this Plan may be subject to a right of repurchase in
favor of the Company, with respect to any employee whose employment with
the Company is terminated.  At the option of the Administrator, the stock
to be delivered pursuant to exercise of any option granted to a consultant
under this Plan may be subject to a right of repurchase in favor of the
Company with respect to any consultant whose consultancy to the Company is
terminated.  Fractional Shares subject to repurchase shall be rounded to
the nearest full share.

Section 6.1.10.  Other Provisions.  Each option granted under this Plan
may contain such other terms, provisions, and conditions not inconsistent
with this Plan as may be determined by the Administrator, and each ISO
granted under this Plan shall include such provisions and conditions as
are necessary to qualify the option as an "incentive stock option" within
the meaning of the Code.  If options provide for a right of first refusal
in favor of the Company with respect to stock acquired by employees, such
options shall further provide that the right of first refusal shall
terminate when such stock of the Company is first quoted on the National
Association of Securities Dealers Automated Quotation System or listed on
an established
stock exchange.


Section 6.2.  Additional Terms and Conditions to Which Only NQOs are
Subject.  Options granted under this Plan which are designated as NQOs
shall also be subject to the following terms and conditions:

Section 6.2.1.  Exercise Price.  The exercise price of a NQO shall be not
less than eighty-five percent (85%) of the fair market value (determined
in accordance with Section 6.3.1) of the stock subject to the option on
the date of the grant.

Section 6.2.3.  Option Term.  Each NQO granted under this Plan shall expire
ten years and two days from the date of its grant or such earlier date as
may be set by the Administrator on the date of its grant.

Section 6.2.3.  Withholding and Employment Taxes.  At the time of exercise
of an NQO, the optionee shall remit to the Company in cash all applicable
federal and state withholding and employment taxes.

Section 6.3.  Additional Terms and Conditions to Which Only ISOs are
Subject.  Options granted under this Plan which are designated as ISOs
shall also be subject to the following terms and conditions:

Section 6.3.1 Exercise Price.  The exercise price of an ISO, which shall
be approved by the Board of Directors, shall be determined in accordance
with the applicable provisions of the Code and shall in no event be less
than the fair market value (determined as described in this paragraph) of
the stock covered by the option at the time the option is granted, except
that the exercise price of an ISO granted to any person who owns, directly
or indirectly, (or is treated as owning by reason of attribution rules,
currently set forth in Code Section 425) stock of the Company constituting
more than ten percent (10%) of the total combined voting power of the
Company's outstanding stock, or the stock of any Affiliate of the Company,
shall in no event be less than one hundred ten percent (110%) of such fair
market value.  In the absence of an established market for the stock, the
fair market value thereof shall be determined in good faith by the
Administrator, with reference to the Company's net worth, prospective
earning power, dividend-paying capacity, and other relevant factors,
including
the goodwill of the Company, the economic outlook in the Company's industry,
the company's position in the industry and its management, and the values
of stock of other corporations in the same or similar lines of business.
If the stock of the Company is regularly quoted by a recognized securities
dealer, its fair market value shall be the mean between the high bid and
the low asked price for the stock on the date the option is granted (or if
there are no quoted prices for the date of grant, then for the last
preceding business day on which thee were quoted prices).  If the stock
of the Company is listed on any stock exchange, its fair market value shall
be the mean between the highest and lowest selling prices for such stock as
quoted on such exchange (or the largest such exchange) for the date the
option is granted (or if there are no sales for such date of grant, then
for the last preceding business day on which there were sales).

Section 6.3.2.  Expiration.  Unless an earlier expiration date is specified
by the Administrator at the time of grant, each ISO granted under this Plan
shall expire ten years from the date of its grant, except that an ISO
granted to any person who owns, directly or indirectly, (or is treated as
owning by reason of applicable attribution rules, currently set forth in
Code Section 425) stock of the Company constituting more than twenty five
percent (25%) of the total stock of any Affiliate of the Company, shall
expire five years from the date of its grant.

Section 6.3.3.  Disqualifying Dispositions.  If stock acquired by exercise
of an ISO granted pursuant to this Plan is disposed of within two years
from the date of grant of the option or within one year after the transfer
of the stock to the optionee, the holder of the stock immediately prior to
the disposition shall promptly notify the Company in writing of the date
and terms of the disposition and shall provide such other information
regarding the disposition as the Company may reasonably require.


ARTICLE 7.  MANNER OF EXERCISE.

Section 7.1 Exercise. An optionee wishing to exercise an option shall give
written notice to the Company at its principal executive office, to the
attention of the Secretary of the Company, accompanied by an executed stock
option agreement in the form and substance satisfactory to the company and
by payment of the exercise price as provided in Section 6.1.7.  The date
the Company receives written notice of an exercise hereunder accompanied by
payment of the exercise price will be considered as the date such option
was exercised.

Section 7.2. Delivery.  Promptly after receipt of written notice of exercise
of an option, the Company shall, without stock issue or transfer taxes to
the optionee or other person entitled to exercise the option, deliver to the
optionee or such other person a certificate or certificates for the
requisite number of shares of stock.  An optionee or transferee of an
option shall not have any privileges as shareholders with respect to any
stock covered by the option until the date of issuance of a stock certificate.

ARTICLE 8.  EMPLOYMENT OR CONSULTING RELATIONSHIP.  Nothing in this Plan
or any option granted hereunder shall interfere with or limit in any way
the right of the Company or any of its Affiliates to terminate any
optionee's employment or consultancy at any time, nor confer upon any
optionee any right to continue in the employ of, or consulting to, the
Company or any of its Affiliates.

ARTICLE 9.  AMENDMENT, SUSPENSION OR TEMINATION OF THIS PLAN.  The Board of
Directors of the Company may from time to time, with respect to any shares
at the time not subject to options, suspend or terminate the Plan or amend
or revise the terms of the Plan; provided that any amendment to the Plan
shall be approved by a majority of the shareholders of the Company if the
amendment would (i) materially increase the benefits accruing to
participants under the Plan; (ii) increase the number of shares of Common
Stock which may be issued under the Plan; or (iii) materially modify the
requirements as to eligibility for participation in the Plan.  No amendment,
suspension or termination of the Plan shall, without the consent of the
Optionee, alter or impair any rights or obligations under any option
theretofore granted to such Optionee under the Plan.  The Plan shall
terminate on September 30, 2007.

ARTICLE 10.  EFFECTIVE DATE OF THE PLAN.   The Plan shall become effective
upon adoption by the Board of Directors; provided, however, that no option
shall be exercisable unless and until unanimous written consent of the
stockholders of the Company, or approval by stockholders of the company
voting at a validly called Stockholders meeting and holding a majority (or
such greater number as may be required by law or entitled to vote), is
obtained within 12 months after adoption by the Board of Directors.  Options
may be granted and exercised under this Plan only after there has been
compliance with all applicable federal and state securities laws.


Date adopted by the Board of Directors: October 19, 1998

Date approved by Shareholders: November 6, 1998