EXHIBIT 10.24

                             SAC TECHNOLOGIES, INC.

                             1999 STOCK OPTION PLAN


         SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS. The name of the
plan is the SAC Technologies, Inc. 1999 Stock Option Plan (the "Plan"). The
purpose of the Plan is to encourage and enable the officers, employees,
directors and consultants of SAC Technologies, Inc. or any Subsidiary (the
"Company") upon whose judgment, initiative and efforts the Company largely
depends for the successful conduct of its business to acquire a proprietary
interest in the Company. It is anticipated that providing such persons with a
direct stake in the Company's welfare will assure a closer identification of
their interests with those of the Company, thereby stimulating their efforts on
the Company's behalf and strengthening their desire to remain with the Company.

         The following terms shall be defined as set forth below:

         "Act" means the Securities Exchange Act of 1934, as amended.

         "Award" or "Awards," except where referring to a particular category of
grant under the Plan, shall include Incentive Stock Options and Non-Qualified
Stock Options.

         "Board" means the Board of Directors of the Company.

         "Code" means the Internal Revenue Code of 1986, as amended, and any
successor Code, and related rules, regulations and interpretations.

         "Effective Date" means the date on which the Plan is approved by the
Board of Directors of the Company.

         "Fair Market Value" of the Stock on any given date means (i) if the
Stock is admitted to quotation on the National Association of Securities Dealers
Automated Quotation System ("NASDAQ") or OTC Bulletin Board, the Fair Market
Value on any given date shall be the average of the highest bid and lowest asked
prices of the Stock reported for such date or, if no bid and asked prices were
reported for such date, for the last day preceding such date for which such
prices were reported, or (ii) if the Stock is admitted to trading on a United
States securities exchange or the NASDAQ National Market System, the Fair Market
Value on any date shall be the closing price reported for the Stock on such
exchange or system for such date or, if no sales were reported for such date,
for the last day preceding such date for which a sale was reported; and (iii) if
the Fair Market Value cannot be determined on the basis previously set forth in
this definition on the date that Fair Market Value is to be determined, the
Board shall in good faith determine the Fair Market Value of the Stock on such
date.

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         "Incentive Stock Option" means any Stock Option designated and
qualified as an "incentive stock option" as defined in Section 422 of the Code.

         "Independent Director" means a member of the Board who is not an
employee or officer of the Company or any Subsidiary.

         "Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.

         "Option" or "Stock Option" means any Option to purchase shares of Stock
granted pursuant to Section 6.

         "Stock" means the Common Stock, par value $.01 per share, of the
Company, subject to adjustments pursuant to Section 9.

         "Subsidiary" means any corporation or other entity (other than the
Company) in any unbroken chain of corporations or other entities, beginning with
the Company, if each of the corporations or entities (other than the last
corporation or entity in the unbroken chain) owns stock or other interests
possessing 50% or more of the economic interest or the total combined voting
power of all classes of stock or other interests in one of the other
corporations or entities in the chain.

         SECTION 2. ADMINISTRATION. The Plan shall be administered by the full
Board of Directors of the Company or a committee of such Board of Directors
comprised of two or more "Non-Employee Directors" within the meaning of Rule
16b-3(a)(3) promulgated under the Act (the "Plan Administrator"). Subject to the
provisions of the Plan, the Plan Administrator is authorized to:

                  (a)      construe the Plan and any Award under the Plan;

                  (b)      select the directors, officers, employees and
                           consultants of the Company and its Subsidiaries to
                           whom Awards may be granted;

                  (c)      determine the number of shares of Stock to be covered
                           by any Award;

                  (d)      determine and modify from time to time the terms and
                           conditions, including restrictions, of any Award and
                           to approve the form of written instrument evidencing
                           Awards;

                  (e)      accelerate at any time the exercisability or vesting
                           of all or any portion of any Award and/or to include
                           provisions in awards providing for such acceleration;

                  (f)      impose limitations on Awards, including limitations
                           on transfer and repurchase provisions;

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                  (g)      extend the exercise period within which Stock Options
                           may be exercised; and

                  (h)      determine at any time whether, to what extent, and
                           under what circumstances Stock and other amounts
                           payable with respect to an Award shall be deferred
                           either automatically or at the election of the
                           participant and whether and to what extent the
                           Company shall pay or credit amounts constituting
                           interest (at rates determined by the Plan
                           Administrator) or dividends or deemed dividends on
                           such deferrals.

The determination of the Plan Administrator on any such matters shall be
conclusive.

         SECTION 3. ELIGIBILITY. Directors, officers, employees and consultants
of the Company or its Subsidiaries who, in the opinion of the Plan
Administrator, are mainly responsible for the continued growth and development
and future financial success of the business shall be eligible to participate in
the Plan. In addition, Independent Directors are eligible to receive an
automatic grant of Stock Options pursuant to Section 7 hereof.

         SECTION 4. SHARES SUBJECT TO THE PLAN. The number of shares of Stock
which may be issued pursuant to the Plan shall 2,000,000. For purposes of the
foregoing limitation, the shares of Stock underlying any Awards which are
forfeited, canceled, reacquired by the Company, satisfied without the issuance
of Stock or otherwise terminated (other than by exercise) shall be added back to
the number of shares of Stock available for issuance under the Plan.
Notwithstanding the foregoing, Stock Options with respect to no more than
300,000 shares of Stock may be granted to any one individual participant during
any one calendar year period.

         SECTION 5. STOCK OPTIONS. Subject to Section 15 hereof, Options granted
pursuant to the Plan may be either Options which are Incentive Stock Options or
Non-Qualified Stock Options. Notwithstanding the forgoing, Incentive Stock
Options may only be granted upon the Plan being approved by the shareholders of
the Company. Incentive Stock Options and Non-Qualified Stock Options shall be
granted separately hereunder. The Plan Administrator, shall determine whether
and to what extent Options shall be granted under the Plan and whether such
Options granted shall be Incentive Stock Options or Non-Qualified Stock Options;
provide, however, that: (a) Incentive Stock Options may be granted only to
employees of the Company or any Subsidiary that is a "subsidiary corporation"
within the meaning of Section 424(f) of the Code; and (b) No Incentive Stock
Option may be granted following the tenth anniversary of the effective date of
the Plan. The provisions of the Plan and any stock Option agreement pursuant to
which Incentive Stock Options shall be issued shall be construed in a manner
consistent with Section 422 of the Code (or any successor provision) and rules
and regulations promulgated thereunder.

         SECTION 6. TERMS OF OPTIONS. Each Option granted under the Plan shall
be evidenced by an agreement between the Company and the person to whom such
Option is granted and shall be subject to the following terms and conditions:

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                  (a)      Subject to adjustment as provided in Section 9 of
                           this Plan, the price at which each share covered by
                           an Option may be purchased shall be determined in
                           each case by the Plan Administrator; provided,
                           however, that such price shall not (i) in the case of
                           an Incentive Stock Option, be less than the Fair
                           Market Value of the underlying Stock at the time the
                           Option is granted; or (ii) in the case of a
                           Non-Qualified Stock Option, less than 85% of the Fair
                           Market Value of the underlying Stock at the time the
                           Option is granted. If an optionee owns (or is deemed
                           to own under applicable provisions of the Code and
                           rules and regulations promulgated thereunder) more
                           than ten percent (10%) of the combined voting power
                           of all classes of the stock of the Company and an
                           Option granted to such optionee is intended to
                           qualify as an Incentive Stock Option, the Option
                           price shall be no less than 110% of the Fair Market
                           Value of the Common Stock covered by the Option on
                           the date the Option is granted.

                  (b)      The aggregate Fair Market Value of shares of Stock
                           with respect to which Incentive Stock Options are
                           first exercisable by the optionee in any calendar
                           year (under all plans of the Company) shall not
                           exceed the limitations, if any, imposed by Section
                           422(d) of the Code (or any successor provision). If
                           any Option designated as an Incentive Stock Option,
                           either alone or in conjunction with any other Option
                           or Options, exceeds the foregoing limitation, the
                           portion of such Option in excess of such limitation
                           shall automatically be reclassified (in whole share
                           increments and without fractional share portions) as
                           a Non-Qualified Stock Option, with later granted
                           Options being so reclassified first.

                  (c)      No Option shall be transferable by the participant
                           without the permission of the Company otherwise than
                           by will or by the laws of descent and distribution or
                           pursuant to a domestic relations order. After the
                           death of the participant, the Option may be
                           transferred to the Company upon such terms and
                           conditions, if any, as the Plan Administrator and the
                           personal representative or other person entitled to
                           exercise the Option may agree within the period
                           specified in subsection 6(d)(iii) hereof.

                  (d)      An Option may be exercised in whole at any time, or
                           in part from time to time, within such period or
                           periods (not to exceed ten years from the granting of
                           the Option in the case of an Incentive Stock Option)
                           as may be determined by the Plan Administrator and
                           set forth in the agreement (such period or periods
                           being hereinafter referred to as the "Option
                           Period"), provided that, unless the agreement
                           provides otherwise:

                           (i)      If a participant who is an employee of the
                                    Company shall cease to be employed by the
                                    Company, all Options to which the employee
                                    is then entitled to exercise may be
                                    exercised only within three months after the
                                    termination of employment and within the
                                    Option Period or, if such termination was
                                    due to disability or retirement

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                                    (as hereinafter defined), within one year
                                    after termination of employment and within
                                    the Option Period. Notwithstanding the
                                    foregoing: (a) in the event that any
                                    termination of employment shall be for Cause
                                    (as defined herein) during the Option
                                    Period, then any and all Options held by
                                    such participant shall forthwith terminate;
                                    and(b) the Plan Administrator may, in its
                                    sole discretion, extend the Option Period of
                                    any Option for up to three years from the
                                    date of termination of employment regardless
                                    of the original Option Period. For purposes
                                    of the Plan, retirement shall mean the
                                    termination of employment with the Company,
                                    other than for Cause, at any time after the
                                    age 65.

                                    For purposes of this Plan, the term "Cause"
                                    shall mean (a) with respect to an individual
                                    who is party to a written agreement with the
                                    Company which contains a definition of
                                    "cause" or "for cause" or words of similar
                                    import for purposes of termination of
                                    employment thereunder by the Company,
                                    "cause" or "for cause" as defined in such
                                    agreement; (b) in all other cases (I) the
                                    willful commission by an employee of a
                                    criminal or other act that causes
                                    substantial economic damage to the Company
                                    or substantial injury to the business
                                    reputation of the Company; (II) the
                                    commission of an act of fraud in the
                                    performance of such person's duties to or on
                                    behalf of the Company; or (III) the
                                    continuing willful failure of a person to
                                    perform the duties of such person to the
                                    Company (other than a failure to perform
                                    duties resulting from such person's
                                    incapacity due to illness) after written
                                    notice thereof (specifying the particulars
                                    thereof in reasonable detail) and a
                                    reasonable opportunity to cure such failure
                                    are given to the person by the Board of
                                    Directors of the Company or the Plan
                                    Administrator. For purposes of the Plan, no
                                    act, or failure to act, on the part of any
                                    person shall be considered "willful" unless
                                    done or omitted to be done by the person
                                    other than in good faith and without
                                    reasonable belief that the person's action
                                    or omission was in the best interest of the
                                    Company.

                                    If a participant who is a director of the
                                    Company shall cease to serve as a director
                                    of the Company, any Options then exercisable
                                    by such director may be exercised only
                                    within three months after the cessation of
                                    service and within the Option Period unless
                                    such cessation was due to disability, in
                                    which case such optionee may exercise such
                                    Option within one year after cessation of
                                    service and within the Option Period.
                                    Notwithstanding the foregoing: (a) if any
                                    cessation of service as a director was the
                                    result of removal for Cause during the
                                    Option Period, any Options held by such
                                    participant shall forthwith terminate; and
                                    (b) the Plan

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                                    Administrator may in its sole discretion
                                    extend the Option Period of any Option for
                                    up to three years from the date of cessation
                                    of service regardless of the original Option
                                    Period;

                           (ii)     If the participant shall die during the
                                    Option Period, any Options then exercisable
                                    may be exercised only within one year after
                                    the participant's death and within the
                                    Option Period and only by the participant's
                                    personal representative or persons entitled
                                    thereto under the participant's will or the
                                    laws of descent and distribution;

                           (iii)    The Option may not be exercised for more
                                    shares (subject to adjustment as provided in
                                    Section 9) after the termination of the
                                    participant's employment, cessation of
                                    service as a director or the participant's
                                    death, as the case may be, than the
                                    participant was entitled to purchase
                                    thereunder at the time of the termination of
                                    the participant's employment or the
                                    participant's death; and

                           (iv)     If a participant owns (or is deemed to own
                                    under applicable provisions of the Code and
                                    regulations promulgated thereunder) more
                                    than 10% of the combined voting power of all
                                    classes of stock of the Company (or any
                                    parent or subsidiary corporation of the
                                    Company) and an Option granted to such
                                    participant is intended to qualify as an
                                    Incentive Stock Option, the Option by its
                                    terms may not be exercisable after the
                                    expiration of five years from the date such
                                    Option is granted.

                  (e)      The Option exercise price of each share purchased
                           pursuant to an Option shall be paid in full at the
                           time of each exercise (the "Payment Date") of the
                           Option (i) in cash; (ii) by delivering to the Company
                           a notice of exercise with an irrevocable direction to
                           a broker-dealer registered under the Act to sell a
                           sufficient portion of the shares and deliver the sale
                           proceeds directly to the Company to pay the exercise
                           price; (iii) in the discretion of the Plan
                           Administrator, through the delivery to the Company of
                           previously-owned shares of Common Stock having an
                           aggregate Fair Market Value equal to the Option
                           exercise price of the shares being purchased pursuant
                           to the exercise of the Option; provided, however,
                           that shares of Common Stock delivered in payment of
                           the Option price must have been held by the
                           participant for at least six (6) months in order to
                           be utilized to pay the Option price; (iv) in the
                           discretion of the Plan Administrator, through an
                           election to have shares of Common Stock otherwise
                           issuable to the optionee withheld to pay the exercise
                           price of such Option; or (v) in the discretion of the
                           Plan Administrator, through any combination of the
                           payment procedures set forth in subsections (i)-(iv)
                           of this Section 7(e).

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                  (f)      Nothing contained in the Plan nor in any Award
                           agreement shall confer upon any participant any right
                           with respect to the continuance of employment by the
                           Company nor interfere in any way with the right of
                           the Company to terminate his employment or change his
                           compensation at any time.

                  (g)      The Plan Administrator may include such other terms
                           and conditions not inconsistent with the foregoing as
                           the Plan Administrator shall approve. Without
                           limiting the generality of the foregoing sentence,
                           the Plan Administrator shall be authorized to
                           determine that Options shall be exercisable in one or
                           more installments during the term of the Option,
                           subject to the attainment of performance goals and
                           objectives and the right to exercise may be
                           cumulative as determined by the Plan Administrator.

         SECTION 7. INDEPENDENT DIRECTOR OPTIONS. Anything to the contrary
notwithstanding, each Independent Director who is first elected or appointed to
serve as a director shall automatically be granted Non-Qualified Stock Options
to purchase 50,000 shares of Stock. The Option exercise price for Options
granted to Independent Directors under the Plan will be equal the Fair Market
Value of the Stock on the date of grant. Options granted to Independent
Directors under the foregoing provisions will be granted on the date that such
Independent Director is first elected or appointed to serve as a director and
will vest in equal annual installments over five years commencing on the
anniversary of the date of grant and will expire ten years after grant, subject
to earlier termination if the optionee ceases to serve as a director. Five years
after the initial grant of an option to an Independent Director, and every fifth
year thereafter, Independent Directors shall automatically be granted additional
Options to purchase 50,000 shares of Stock on the same terms described in this
Section 7 upon the reelection of the Independent Director to the Board or to
office.

         SECTION 8. TAX WITHHOLDING.

                  (a)      Whenever shares are to be issued or cash is to be
                           paid under the Plan, the Company shall have the right
                           to require the participant to remit to the Company an
                           amount sufficient to satisfy federal, state and local
                           tax withholding requirements prior to the delivery of
                           any certificate for shares or any proceeds; provided,
                           however, that in the case of a participant who
                           receives an Award of shares under the Plan which is
                           not fully vested, the participant shall remit such
                           amount on the first business day following the Tax
                           Date. The "Tax Date" for purposes of this Section 8
                           shall be the date on which the amount of tax to be
                           withheld is determined. If a participant makes a
                           disposition of shares acquired upon the exercise of
                           an Incentive Stock Option within either two years
                           after the Option was granted or one year after its
                           exercise by the participant, the participant shall
                           promptly notify the Company and the Company shall
                           have the right to require the participant to pay to
                           the Company an amount sufficient to satisfy federal,
                           state and local tax withholding requirements.

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                  (b)      A participant who is obligated to pay the Company an
                           amount required to be withheld under applicable tax
                           withholding requirements may pay such amount (i) in
                           cash; (ii) in the discretion of the Plan
                           Administrator, through the delivery to the Company of
                           previously-owned shares of Common Stock having an
                           aggregate Fair Market Value on the Tax Date equal to
                           the tax obligation provided that the previously owned
                           shares delivered in satisfaction of the withholding
                           obligations must have been held by the participant
                           for at least six (6) months; or (iii) in the
                           discretion of the Plan Administrator, through a
                           combination of the procedures set forth in
                           subsections (i) and (ii) of this Section 8(b).

                  (c)      A participant who is obligated to pay to the Company
                           an amount required to be withheld under applicable
                           tax withholding requirements in connection with
                           either the exercise of a Non-Qualified Stock Option,
                           or the receipt of a Restricted Stock Award, Stock
                           Award or Performance Share Award under the Plan may,
                           in the discretion of the Plan Administrator, elect to
                           satisfy this withholding obligation, in whole or in
                           part, by requesting that the Company withhold shares
                           of stock otherwise issuable to the participant having
                           a Fair Market Value on the Tax Date equal to the
                           amount of the tax required to be withheld; provided,
                           however, that shares may be withheld by the Company
                           only if such withheld shares have vested. Any
                           fractional amount shall be paid to the Company by the
                           participant in cash or shall be withheld from the
                           participant's next regular paycheck.

                  (d)      An election by a participant to have shares of stock
                           withheld to satisfy federal, state and local tax
                           withholding requirements pursuant to Section 8(c)
                           must be in writing and delivered to the Company prior
                           to the Tax Date.

         SECTION 9. ADJUSTMENT OF NUMBER AND PRICE OF SHARES.

                  Any other provision of the Plan notwithstanding:

                  (a)      If, through or as a result of any merger,
                           consolidation, sale of all or substantially all of
                           the assets of the Company, reorganization,
                           recapitalization, reclassification, stock dividend,
                           stock split, reverse stock split or other similar
                           transaction, the outstanding shares of Stock are
                           increased or decreased or are exchanged for a
                           different number or kind of shares or other
                           securities of the Company, or additional shares or
                           new or different shares or other securities of the
                           Company or other non-cash assets are distributed with
                           respect to such shares of Stock or other securities,
                           the Plan Administrator shall make an appropriate or
                           proportionate adjustment in (i) the number of Stock
                           Options that can be granted to any one individual
                           participant, (ii) the number and kind of shares or
                           other securities subject to any then outstanding
                           Awards under the

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                           Plan, and (iii) the price for each share subject to
                           any then outstanding Stock Options under the Plan,
                           without changing the aggregate exercise price (i.e.,
                           the exercise price multiplied by the number of
                           shares) as to which such Stock Options remain
                           exercisable. The adjustment by the Plan Administrator
                           shall be final, binding and conclusive.

                  (b)      In the event that, by reason of a corporate merger,
                           consolidation, acquisition of property or stock,
                           separation, reorganization or liquidation, the Board
                           of Directors shall authorize the issuance or
                           assumption of a stock option or stock options in a
                           transaction to which Section 424(a) of the Code
                           applies, then, notwithstanding any other provision of
                           the Plan, the Plan Administrator may grant an Option
                           or Options upon such terms and conditions as it may
                           deem appropriate for the purpose of assumption of the
                           old option, or substitution of a new Option for the
                           old option, in conformity with the provisions of Code
                           Section 424(a) and the rules and regulations
                           thereunder, as they may be amended from time to time.

                  (c)      No adjustment or substitution provided for in this
                           Section 9 shall require the Company to issue or to
                           sell a fractional share under any stock Option
                           agreement or share award agreement and the total
                           adjustment or substitution with respect to each stock
                           Option and share award agreement shall be limited
                           accordingly.

         SECTION 10. CHANGE IN CONTROL.

                  (a)      For purposes of this Section 10, a "Change in
                           Control" of the Company shall mean the following:

                           (i)      the sale, lease, exchange or other transfer,
                                    directly or indirectly, of substantially all
                                    of the assets of the Company (in one
                                    transaction or in a series of related
                                    transactions) to a person or entity that is
                                    not controlled by the Company;

                           (ii)     the approval by the stockholders of the
                                    Company of any plan or proposal for the
                                    liquidation or dissolution of the Company;

                           (iii)    a merger or consolidation to which the
                                    Company is a party if the stockholders of
                                    the Company immediately prior to the
                                    effective date of such merger or
                                    consolidation have "beneficial ownership"
                                    (as defined in Rule 13d-3 under the Act),
                                    immediately following the effective date of
                                    such merger or consolidation, of securities
                                    of the surviving corporation representing
                                    50% or less of the combined voting power of
                                    the surviving corporation's then outstanding
                                    securities ordinarily having the right to
                                    vote at elections of directors;

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                           (iv)     any person becomes after the effective date
                                    of the Plan the "beneficial owner" (as
                                    defined in Rule 13d-3 under the Act),
                                    directly or indirectly, of 50% or more of
                                    the combined voting power of the Company's
                                    outstanding securities ordinarily having the
                                    right to vote at elections of directors;

                           (v)      the Incumbent Directors cease for any reason
                                    to constitute at least a majority of the
                                    Board; or

                           (vi)     a change in control of the Company of a
                                    nature that would be required to be reported
                                    pursuant to Section 13 or 15(d) of the Act,
                                    whether or not the Company is then subject
                                    to such reporting requirements.

                  (b)      For purposes of this Section 10, "Incumbent
                           Directors" of the Company means any individuals who
                           are members of the Board on the Effective Date of the
                           Plan and any individual who subsequently becomes a
                           member of the Board whose election, or nomination for
                           election by the Company's shareholders, was approved
                           by a vote of at least a majority of the Incumbent
                           Directors (either by specific vote or by approval of
                           the Company's proxy statement in which such
                           individual is named as a nominee for director without
                           objection to such nomination).

                  (c)      Without limiting the authority of the Plan
                           Administrator under Section 3 of the Plan, in the
                           event of a Change in Control of the Company, all
                           Options shall automatically become fully vested and
                           immediately exercisable in full and shall be deemed
                           to have attained such status immediately prior to the
                           Change in Control. Each holder of an Option granted
                           hereunder shall be given at least 15 days prior
                           written notice of a Change in Control and shall be
                           permitted to exercise any Options during this 15 day
                           period (including those Options vesting as a result
                           of the provisions of this Section). In the event of a
                           Change in Control, any Options which are neither
                           assumed or substituted for in connection with the
                           Change in Control nor exercised as of the date of the
                           Change in Control shall terminate and cease to be
                           outstanding effective as of the date of the Change in
                           Control, unless otherwise provided by the Board.

                  (d)      Notwithstanding anything in Section 10 of the Plan to
                           the contrary, if, with respect to a Participant, the
                           acceleration of the vesting of an Option as provided
                           in Section 10 (which acceleration could be deemed a
                           "payment" within the meaning of Section 280G(b)(2) of
                           the Code), together with any other payments which
                           such Participant has the right to receive from the
                           Company or any corporation that is a member of an
                           "affiliated group" (as defined in Section 1504(a) of
                           the Code without regard to Section 1504(b) of the
                           Code) of which the Company is a member, would
                           constitute a "parachute payment" (as defined in
                           Section 280G(b)(2) of the Code), then

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                           the payments to such Participant pursuant to Section
                           9.3 or 9.4 will be reduced to the largest amount as
                           will result in no portion of such payments being
                           subject to the excise tax imposed by Section 4999 of
                           the Code; provided, however, that if such Participant
                           is subject to a separate agreement with the Company
                           or a Subsidiary that specifically provides that
                           payments attributable to one or more forms of
                           employee stock incentives or to payments made in lieu
                           of employee stock incentives will not reduce any
                           other payments under such agreement, even if it would
                           constitute an excess parachute payment, or provides
                           that the Participant will have the discretion to
                           determine which payments will be reduced in order to
                           avoid an excess parachute payment, then the
                           limitations of this Section 10 will to that extent,
                           not apply.

         SECTION 11. AMENDMENT AND DISCONTINUANCE. The Board may alter, amend,
suspend or discontinue the Plan, provided that no such action shall deprive any
person without such person's consent of any rights theretofore granted pursuant
hereto.

         SECTION 12. COMPLIANCE WITH GOVERNMENTAL REGULATIONS. Notwithstanding
any provision of the Plan or the terms of any agreement entered into pursuant to
the Plan, the Company shall not be required to issue any shares hereunder prior
to registration of the shares subject to the Plan under the Securities Act of
1933 or the Act, if such registration shall be necessary, or before compliance
by the Company or any participant with any other provisions of either of those
acts or of regulations or rulings of the Securities and Exchange Commission
thereunder, or before compliance with other federal and state laws and
regulations and rulings thereunder, including the rules any applicable exchange
or of the NASDAQ Stock Market. The Company shall use its best efforts to effect
such registrations and to comply with such laws, regulations and rulings
forthwith upon advice by its counsel that any such registration or compliance is
necessary.

         SECTION 13. COMPLIANCE WITH SECTION 16. With respect to persons subject
to Section 16 of the Act, transactions under this Plan are intended to comply
with all applicable conditions of Rule 16b-3 (or its successor rule and shall be
construed to the fullest extent possible in a manner consistent with this intent
). To the extent that any Award fails to so comply, it shall be deemed to be
modified to the extent permitted by law and to the extent deemed advisable by
the Plan Administrator in order to comply with Rule 16b-3.

         SECTION 14. PARTICIPATION BY FOREIGN NATIONALS. The Plan Administrator
may, in order to fulfill the purposes of the Plan and without amending the Plan,
modify grants to foreign nationals or United States citizens employed abroad in
order to recognize differences in local law, tax policy or custom.

         SECTION 15. EFFECTIVE DATE OF PLAN; STOCKHOLDER APPROVAL. The Plan
became effective on August 31, 1999, the date of approval and adoption of the
Plan by the Board. Notwithstanding anything contained herein to the contrary,
any Option granted hereunder which is intended to quality as an Incentive Stock
Option shall not be treated for any purpose as an Incentive Stock Option unless
this Plan is approved by the Company's stockholders within twelve (12) months of
the Effective Date. In the event that the Company's stockholders do not approve
the Plan within twelve

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(12) months of the Effective Date, any Option granted hereunder which was
intended to qualify as an Incentive Stock Option shall be deemed to be a
Non-Qualified Option.

         IN WITNESS WHEREOF, the undersigned officer of the Company certifies
that the foregoing SAC Technologies, Inc. 1999 Stock Option Plan was duly
adopted by the Board of Directors of the Company on the 31st day of August 1999.


                                        /s/ Barry M. Wendt
                                        ----------------------------------------
                                        Barry M. Wendt
                                        Chief Executive Officer

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