STOCK OPTION PLAN

Article

I.        Purposes of the Plan
II.       Amount of Stock Subject to Plan
III.      Effective Date and Term of the Plan
IV.       Administration
V.        Eligibility
VI.       Limitation on Exercise of Incentive Options
VII.      Options: Price and Payment
VIII.     Use of Proceeds
IX.       Term of Options and Limitations on the Right of Exercise
X.        Exercise of Options
XI.       Nontransferability of Options and Stock Appreciation Rights
XII.      Termination of Directors, Employees and Independent Contractors
XIII.     Adjustment of Shares; Effect of Certain Transactions
XIV.      Right to Terminate Employees and Independent Contractors
XV.       Purchase for Investment
XVI.      Issuance of Certificates; Legends; Payment of Expenses
XVII.     Withholding Taxes
XVIII.    Listing of Shares and Related Matters
XIX.      Amendment of the Plan
XX.       Termination or Suspension of the Plan
XXI.      Governing Law
XXII.     Partial Invalidity


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                      TMEX USA INC. 2000 STOCK OPTION PLAN

                             I. PURPOSES OF THE PLAN

     1.01 TMEX USA, Inc., a Nevada corporation  ("Company"),  desires to provide
to certain of its  directors,  employees  and  independent  contractors  and the
directors,  employees and independent  contractors of any subsidiary corporation
or parent  corporation  of the Company  who are  responsible  for the  continued
growth of the Company an  opportunity  to acquire a proprietary  interest in the
Company, and, therefore, to create in such directors,  employees and independent
contractors  an increased  interest in and a greater  concern for the welfare of
the Company.

     The Company,  by means of this TMEX USA,  Inc.  2000 Stock Option Plan (the
"Plan"),  seeks to retain  the  services  of  persons  now  serving  in  certain
capacities  and to secure the services of persons  capable of serving in similar
capacities.

     1.02 The  stock  options  ("Options")  offered  pursuant  to the Plan are a
matter  of  separate  inducement  and are not in lieu  of any  salary  or  other
compensation  for  the  services  of  any  director,   employee  or  independent
contractor.

     1.02 The Options  granted  pursuant  to the Plan are  intended to be either
incentive stock options ("Incentive Options") within the meaning of Section 422A
of the Internal  Revenue Code of 1986, as amended (the "Code"),  or options that
do not satisfy the requirements for Incentive Options ("Non-Qualified Options"),
but the Company  makes no warranty as to the  qualification  of any Option as an
Incentive Option.

                     II. AMOUNT OF STOCK SUBJECT TO THE PLAN

     2.01 The total number of shares of common stock of the Company which either
may be purchased  pursuant to the exercise of Options  shall not exceed,  in the
aggregate, five million (5,000,000) shares of the authorized common stock, $.001
par value per share, of the Company (the "Shares").

     2.02  Shares  which  may be  acquired  pursuant  to the Plan may be  either
authorized  but unissued  Shares,  Shares of issued stock held in the  Company's
treasury,  or both, at the discretion of the Company.  If and to the extent that
Options expire or terminate  without having been  exercised,  new Options may be
granted with respect to Shares  subject to such expired or  terminated  Options;
provided, however, that the grant and the terms of such new Options shall in all
respects comply with the provisions of the Plan.


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                    III. EFFECTIVE DATE AND TERM OF THE PLAN

     3.01 The Plan is shall become effective on the date (the "Effective  Date")
on which it is adopted by the Board of  Directors  of the Company (the "Board of
Directors");  provided,  however,  that if the Plan is not approved by a vote of
the  shareholders  of the Company  within twelve (12) months before or after the
Effective  Date,  the  Plan  and any  Options  granted  pursuant  thereto  shall
terminate.

     3.02 The Company may, from time to time during the period  beginning on the
Effective Date and ending on April 12, 2010 ("Termination  Date"), grant Options
to persons  eligible to  participate  in the Plan,  pursuant to the terms of the
Plan. Options granted prior to the Termination Date may extend beyond that date,
in accordance with the terms thereof.

     3.03 As used in the Plan, the terms  "subsidiary  corporation"  and "parent
corporation"  shall have the meanings ascribed to such terms,  respectively,  in
Sections 425(f) and 425(e) of the Code.

     3.04 A director,  employee or  independent  contractor  to whom Options are
granted may be referred to herein as a "Participant."

                               IV. ADMINISTRATION

     4.01 The  Board of  Directors  shall  designate  an option  committee  (the
"Committee")  which shall consist of no fewer than three (3) directors,  each of
whom shall be a "disinterested  person" within the meaning of Rule 16b-3 (or any
successor rule or regulation)  promulgated under the Securities  Exchange Act of
1934, as amended (the "Exchange Act"), to administer the Plan. A majority of the
members of the Committee shall constitute a quorum, and the act of a majority of
the members of the Committee  shall be the act of the  Committee.  Any member of
the  Committee  may be  removed  at any time  either  with or  without  cause by
resolution  adopted by the Board of Directors,  and any vacancy on the Committee
may at any time be filled by resolution adopted by the Board of Directors.

     4.02 Any or all powers and  functions of the  Committee may at any time and
from time to time be exercised  by the Board of  Directors;  provided,  however,
that, with respect to the  participation  in the Plan by members of the Board of
Directors,  such powers and  functions of the  Committee may be exercised by the
Board of  Directors  only if, at the time of such  exercise,  a majority  of the
members of the Board of  Directors,  as the case may be,  and a majority  of the
directors acting in the particular matter,  are  "disinterested  persons" within
the  meaning of Rule 16b-3 (or any  successor  rule or


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regulation)  promulgated pursuant to the Exchange Act. Any reference in the Plan
to the Committee shall be deemed also to refer to the Board of Directors, to the
extent that the Board of Directors is exercising any of the powers and functions
of the Committee.

     4.03 Subject to the express  provisions of the Plan,  the  Committee  shall
have the authority, in its discretion,

     (i)  to determine the directors,  employees and independent  contractors to
          whom Options  shall be granted,  the time when such  Options  shall be
          granted,  the number of Shares  which shall be subject to each Option;
          the  purchase  price or  exercise  price of each Share  which shall be
          subject to each Option,  the period(s) during which such Options shall
          be exercisable  (whether in whole or in part), and the other terms and
          provisions of the respective Options (which need not be identical);

     (ii) to construe the Plan and Options granted pursuant thereto;

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

     (iv) to  make  all  other   determinations   necessary  or  advisable   for
          administering the Plan.

     4.04 Without  limiting the generality of the foregoing,  the Committee also
shall have the authority to require,  in its  discretion,  as a condition of the
granting of any Option,  that the Participant agree (i) not to sell or otherwise
dispose of Shares  acquired  pursuant  to the Option for a period of twelve (12)
months  following  the date of  acquisition  of such Shares and (ii) that in the
event  of  termination  of  directorship,  employment,  term of any  independent
contractor  relationship  or agreement,  or term of any consulting  relationship
agreement  of such  Participant,  other  than as a result of  dismissal  without
cause,  such  Participant will not, for a period to be determined at the time of
the grant of the Option,  enter into any employment or  participate  directly or
indirectly in any business or enterprise  which is competitive with the business
of the  Company  or any  subsidiary  corporation  or parent  corporation  of the
Company,  or enter into any employment or participate  directly or indirectly in
any business or  enterprise  in which such person will be called upon to utilize
special  knowledge  obtained  through  directorship,  employment,  term  of  any
independent  contractor  relationship  or agreement,  or term of any  consulting
relationship  agreement with the Company or any subsidiary corporation or parent
corporation thereof.

     The  determination  of the Committee on matters referred to in this Article
IV shall


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be conclusive.

     4.05 The Committee may employ such legal counsel, consultants and agents as
it may deem desirable for the  administration  of the Plan and may rely upon any
opinion  received  from any  such  counsel  or  consultant  and any  computation
received from any such consultant or agent.  Expenses  incurred by the Committee
in the  engagement  of such  counsel,  consultant  or agent shall be paid by the
Company.  No  member  or  former  member  of the  Committee  or of the  Board of
Directors  shall be liable  for any action or  determination  made in good faith
with respect to the Plan or any Option.

                                 V. ELIGIBILITY

     5.01 Non-Qualified Options may be granted only to directors,  employees and
independent  contractors  of the Company,  or of any  subsidiary  corporation or
parent  corporation of the Company now existing or hereafter formed or acquired,
except as  hereinafter  provided.  Any person who shall have retired from active
employment  by the  Company,  including  such  person  having  entered  into  an
independent  contractor  agreement  with the  Company  shall also be eligible to
receive an Option.

                 VI. LIMITATION ON EXERCISE OF INCENTIVE OPTIONS

     6.01 Except as otherwise  provided pursuant to the Code, to the extent that
the  aggregate  fair  market  value of Shares  with  respect to which  Incentive
Options  are  exercisable  for the  first  time by an  employee  or  independent
contractor  during any calendar year (pursuant to all stock options plans of the
Company and any parent  corporation  or subsidiary  corporation  of the Company)
exceeds One Hundred Thousand Dollars  ($100,000),  such Options shall be treated
as Non-Qualified  Options. For purposes of this limitation,  (i) the fair market
value of Shares is determined as of the time the Option is granted, and (ii) the
limitation  will be applied by taking into account Options in the order in which
they were granted.

                         VII. OPTIONS: PRICE AND PAYMENT

     7.01 The purchase price for each Share  purchasable under any Non-Qualified
Option granted  pursuant to the Plan shall be such amount as the Committee shall
deem appropriate.

     7.02  The  purchase  price  for  each  Share  purchasable  pursuant  to any
Incentive  Option  shall be such  amount  as the  Committee  shall,  in its best
judgment,  determine to be not less than one hundred  percent (100%) of the fair
market  value per Share on the date the option is  granted;  provided,  however,
that in the case of an Incentive  Option



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granted to a Participant who, at the time such Incentive option is granted, owns
stock of the Company or any subsidiary  corporation or parent corporation of the
Company  possessing  more than ten percent  (10%) of the total  combined  voting
power of all classes of stock of the Company or of any subsidiary corporation or
parent  corporation  of the Company,  the purchase price for each Share shall be
such amount as the Committee  shall,  in its best judgment,  determine to be not
less than one hundred ten percent  (110%) of the fair market  value per Share at
the date such Option is granted.

     7.03 If the  Shares are listed on a  national  securities  exchange  in the
United  States  on any date on which  the fair  market  value per Share is to be
determined, the fair market value per Share shall be deemed to be the average of
the high and low  quotations  at which  such  Shares  are sold on such  national
securities  exchange  on such  date.  If the  Shares  are  listed on a  national
securities  exchange in the United States of America on such date but the Shares
are not traded on such date,  or such national  securities  exchange is not open
for business on such date,  the fair market value per Share shall be  determined
as of the closest preceding date on which such exchange shall have been open for
business and the Shares were  traded.  If the Shares are listed on more than one
national  securities  exchange  in the United  States of America on the date any
such Option is granted,  the Committee shall determine which national securities
exchange shall be used for the purpose of determining  the fair market value per
Share.

     7.04 If a public market exists for the Shares on any date on which the fair
market value per Share is to be  determined,  but the Shares are not listed on a
national  securities  exchange in the United States of America,  the fair market
value per Share shall be deemed to be the mean between the closing bid and asked
quotations in the over-the-counter  market for the Shares on such date. If there
are no bid and asked  quotations  for the Shares on such date,  the fair  market
value per Share shall be deemed to be the mean between the closing bid and asked
quotations  in the  over-the-counter  market for the Shares on the closest  date
preceding such date for which such quotations are available.

     7.05 If no public  market  exists  for the  Shares on any date on which the
fair market value per Share is to be  determined,  the Committee  shall,  in its
sole discretion and best judgment, determine the fair market value of a Share.

     For purposes of the Plan,  the  determination  by the Committee of the fair
market value of a Share shall be conclusive.

     7.06 Upon the exercise of an Option,  the Company shall cause the purchased
Shares  to be issued  only when it shall  have  received  the full and  complete
purchase price for the Shares in cash or by certified check; provided,  however,
that in lieu of cash or


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certified  check,  the  Participant  may,  if and to the extent the terms of the
option so provide and to the extent  permitted by  applicable  law,  exercise an
option in whole or in part, by delivering to the Company  shares of common stock
of the Company (in proper form for transfer  and  accompanied  by all  requisite
stock  transfer tax stamps or cash in lieu  thereof)  owned by such  Participant
having a fair market value equal to the purchase price of the Shares as to which
the Option is being  exercised.  The fair market value of the stock so delivered
shall be determined as of the date  immediately  preceding the date on which the
Option is exercised, or as may be required in order to comply with or to conform
to the requirements of any applicable laws or regulations.

                              VIII. USE OF PROCEEDS

     8.01 The cash  proceeds of the sale of Shares  subject to Options are to be
added to the general  funds of the  Company  and used for its general  corporate
purposes as the Board of Directors shall determine.

                       IX. TERM OF OPTIONS AND LIMITATIONS
                            ON THE RIGHT OF EXERCISE

     9.01 Any Option  shall be  exercisable  at such times,  in such amounts and
during such period or periods as the  Committee  shall  determine at the date of
the grant of such Option; provided,  however, that an Incentive option shall not
be exercisable  after the expiration of five (5) years from the date such Option
is granted; and provided,  further,  that, in the event that an Incentive Option
granted to a Participant who, at the time such Option is granted,  owns stock of
the Company or any subsidiary  corporation or parent  corporation of the Company
possessing more than ten percent (10%) of the total combined voting power of all
classes  of stock of the  Company  or of any  subsidiary  corporation  or parent
corporation  of the  Company,  such Option  shall not be  exercisable  after the
expiration of three (3) years from the date such option is granted.

     9.02 Subject to the  provisions  of Article XX of the Plan,  the  Committee
shall  have the  right to  accelerate,  in whole or in part,  from time to time,
conditionally or unconditionally, rights to exercise any option.

     9.03 To the  extent  that an Option is not  exercised  within the period of
exerciseability  specified  therein,  it shall expire as to the then unexercised
part.

     In no event shall an option granted pursuant to the Plan be exercisable for
a fraction of a Share.


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                             X. EXERCISE OF OPTIONS

     10.01 Any Option shall be exercised by the Participant  holding such option
as to all or part of the Shares  contemplated  by such Option by giving  written
notice  of such  exercise  to the  Secretary  of the  Company  at the  principal
business office of the Company,  specifying the number of Shares to be purchased
and specifying a business day not more than fifteen (15) days from the date such
notice is given,  for the payment of the purchase price against  delivery of the
Shares being  purchased.  Subject to the terms of Articles XV, XVII and XVIII of
the Plan, the Company shall cause certificates for the Shares so purchased to be
delivered to the Participant at the principal business office of the Company, in
exchange  for  payment  of the full and  complete  purchase  price,  on the date
specified in the notice of exercise.

                        XI. NONTRANSFERABILITY OF OPTIONS
                          AND STOCK APPRECIATION RIGHTS

     11.01 No Option  shall be  transferable,  whether  by  operation  of law or
otherwise,  other than by will or the laws of descent and distribution,  and any
Option shall be  exercisable,  during the lifetime of the  Participant,  only by
such Participant.

                    XII. TERMINATION OF DIRECTORS, EMPLOYEES
                           AND INDEPENDENT CONTRACTORS

     12.01  Upon  termination  of  the  directorship,  employment,  term  of any
independent  contractor  relationship  or agreement,  or term of any  consulting
relationship  agreement of any  Participant  with the Company and all subsidiary
corporations  and parent  corporations of the Company,  unless  specified to the
contrary in the respective  Stock Option Agreement to which the Company and such
Participant are parties and which relates to such Option,  any Option previously
granted to such  Participant,  shall, to the extent not  theretofore  exercised,
terminate and become null and void, provided that:

     (a)  if such  Participant  shall die while serving as a director,  while in
          the employ of such  corporation,  during  the term of any  independent
          contractor  relationship  or  agreement,  or  during  the  term of any
          consulting relationship agreement or during either the three (3) month
          or one (1) year period,  whichever is applicable,  specified in clause
          (b) below and at a time when such Participant was entitled to exercise
          an Option as provided in the Plan,  the legal  representative  of such
          Participant,  or such  person who  acquired  such Option by bequest or
          inheritance  or by reason of the death of such  Participant,  may, not
          later than one (1) year from the date of


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          death, exercise such Option, to the extent not theretofore  exercised,
          in respect of any or all of such number of Shares as  specified by the
          Committee in such Option; and

     (b)  if the directorship,  employment,  term of any independent  contractor
          relationship  or  agreement,  or term of any  consulting  relationship
          agreement any  Participant to whom such Option shall have been granted
          shall terminate by reason of the Participant's retirement (at such age
          or upon  such  conditions  as shall be  specified  by the  Committee),
          disability (as described in Section 22(e)(3) of the Code) or dismissal
          by the Company or any subsidiary  corporation or parent corporation of
          the Company now  existing or hereafter  formed or acquired  other than
          for cause (as defined below),  and while such  Participant is entitled
          to exercise such Option as herein  provided,  such  Participant  shall
          have the right to exercise such Option,  to the extent not theretofore
          exercised,  in  respect  of any or all of such  number  of  Shares  as
          specified  by the  Committee  in such  Option,  at any  time up to and
          including (i) three (3) months after the date of such  termination  of
          directorship,   employment,   term  of  any   independent   contractor
          relationship  or  agreement,  or term of any  consulting  relationship
          agreement  in the case of  termination  by  reason  of  retirement  or
          dismissal other than for cause and (ii) one (1) year after the date of
          termination  of  directorship,  employment,  term  of any  independent
          contractor  relationship  or  agreement,  or  term  of any  consulting
          relationship  agreement  in the  case  of  termination  by  reason  of
          disability.

     In no event,  however,  shall any person be entitled to exercise any Option
after  the  expiration  of the  period  of  exerciseability  of such  Option  as
specified therein.

     12.02 If a Participant voluntarily terminates his directorship, employment,
term of any independent  contractor  relationship  or agreement,  or term of any
consulting  relationship agreement, or is discharged for cause, unless specified
to the contrary in the  respective  Stock Option  Agreement to which the Company
and such participant are parties,  and which relates to such Option,  any Option
shall forthwith terminate with respect to any unexercised portion thereof.

     12.03 If an Option  shall be  exercised  by the legal  representative  of a
deceased  Participant,  or by a person  who  acquired  an Option by  bequest  or
inheritance or by reason of the death of any Participant, written notice of such
exercise  shall be accompanied  by a certified  copy of letter  testamentary  or
equivalent  proof of the right of such legal  representative  or other person to
exercise such Option.

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     12.04 For the  purposes of the Plan,  the term "for  cause"  shall mean (i)
with  respect to an employee  who is a party to a written  agreement  with,  or,
alternatively,  participates in a compensation or benefit plan of the Company or
a subsidiary  corporation or parent corporation of the Company,  which agreement
or plan  contains a  definition  of "for  cause" or "cause" (or words of similar
import) for  purposes  of  termination  of  employment  pursuant  thereto by the
Company or such  subsidiary  corporation  or parent  corporation of the Company,
"for  cause" or  "cause" as defined  in the most  recent of such  agreements  or
plans, or (ii) a party to any independent  contractor  relationship or agreement
or any consulting  relationship or agreement,  whether oral or written, or (iii)
in all  other  cases,  as  determined  by the  Board of  Directors,  in its sole
discretion,  (a) the willful commission by an employee or independent contractor
of a  criminal  or other act that  causes or  probably  will  cause  substantial
economic damage to the Company or a subsidiary corporation or parent corporation
of the Company or substantial injury or damage to the business reputation of the
Company or a subsidiary  corporation or parent  corporation of the Company;  (b)
the  commission by an employee or  independent  contractor of an act of fraud in
the  performance  of such  employee's  duties  on  behalf  of the  Company  or a
subsidiary  corporation or parent corporation of the Company; (c) the continuing
willful  failure of an employee or independent  contractor to perform the duties
of such  employee  or  independent  contractor  to the  Company or a  subsidiary
corporation  or parent  corporation  of the  Company  (other  than such  failure
resulting  from the  employee's or  independent  contractor's  incapacity due to
physical  or mental  illness)  after  written  notice  thereof  (specifying  the
particulars  thereof in reasonable  detail) and a reasonable  opportunity  to be
heard and cure such failure are given to the employee or independent  contractor
by the Board of Directors; or (d) the order of a court of competent jurisdiction
requiring  the  termination  of  the  employee's  employment,  or  term  of  any
independent  contractor  relationship  or agreement,  or term of any  consulting
relationship agreement.  For purposes of the Plan, no act, or failure to act, on
the employee's or independent  contractor's  part shall be considered  "willful"
unless done or omitted to be done by the employee or independent  contractor not
in good faith and without  reasonable  belief that the employee's or independent
contractor's  action or  omission  was in the best  interest of the Company or a
subsidiary corporation or parent corporation of the Company.

     12.05 For the purposes of the Plan,  an  employment  relationship  shall be
deemed  to exist  between  a person  and a  corporation  if,  at the time of the
determination, the individual was an "employee" of such corporation for purposes
of Section 422A(a) of the Code. If a person is on maternity,  military,  or sick
leave or other bona fide leave of absence,  such person shall be  considered  an
"employee"  for  purposes  of the  exercise  of an Option  shall be  entitled to
exercise  such  Option  during  such  leave if the period of such leave does not
exceed  ninety  (90) days,  or, if  longer,  so long as such  person's  right to
reemployment  with his employer is guaranteed  either by statute or by contract.
If the


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period of leave exceeds ninety (90) days, the employment  relationship  shall be
deemed to have  terminated on the  ninety-first  (91) day of such leave,  unless
such person's right to reemployment is guaranteed by statute or contract.

     12.06 An employee or independent  contractor shall not be deemed terminated
by reason of (i) the transfer of a Participant  from the Company to a subsidiary
corporation  or a parent  corporation  of the Company or (ii) the  transfer of a
Participant from a subsidiary corporation or a parent corporation of the Company
by the Company or by another subsidiary corporation or parent corporation of the
Company.

           XIII. ADJUSTMENT OF SHARES; EFFECT OF CERTAIN TRANSACTIONS

     13.01 In the event of any change in the  outstanding  Shares as a result of
merger, consolidation,  reorganization,  recapitalization, stock dividend, stock
split,  split-up,  split-off,  spin-off,  combination or exchange of shares,  or
other similar change in capital structure of the Company, an adjustment shall be
made to each  outstanding  Option such that each such Option shall thereafter be
exercisable  for such  securities,  cash or other  property  as would  have been
received  in respect of the Shares  subject to such  Option had such Option been
exercised in full immediately prior to such change, and such an adjustment shall
be made  successively  each time any such change shall occur.  The term "Shares"
after any such change  shall  refer to the  securities,  cash or  property  then
receivable  upon  exercise of an Option.  In addition,  in the event of any such
change, the Committee shall make any additional adjustment as may be appropriate
to the  maximum  number of Shares  subject to the Plan,  the  maximum  number of
Shares,  if any,  for  which  Options  may be  granted  to any one  employee  or
independent contractor,  and the number of Shares and price per Share subject to
outstanding  Options as shall be appropriate to prevent  dilution or enlargement
of rights under such Options, and the determination of the Committee as to these
matters  shall be  conclusive.  Notwithstanding  the  foregoing,  (i) each  such
adjustment  with respect to an  Incentive  Option shall comply with the rules of
Section  425(a) of the Code,  and (ii) in no event shall any  adjustment be made
which would render any Incentive  Option other than an "incentive  stock option"
for purposes of Section 422A of the Code.

     13.02 For purposes of the Plan, a "change in control" of the Company occurs
if:  (a) any  "person"  (defined  as such  term is used in  Sections  13(d)  and
14(d)(2) of the  Exchange  Act, as amended)  other than the current  owner is or
becomes the  beneficial  owner,  directly or  indirectly,  of  securities of the
Company  representing  ten percent (10%) or more of the combined voting power of
the Company's  outstanding  securities then entitled to vote for the election of
directors; or (b) during any period of two consecutive years, persons who at the
beginning of such period  constitute the Board of Directors cease for any reason
to constitute at least a majority  thereof;  or (c) the Board


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of Directors shall approve the sale of all or substantially all of the assets of
the Company or any merger, consolidation,  issuance of securities or purchase of
assets,  the result of which would be the  occurrence of any event  described in
clause (a) or (b) above.

     13.03 In the event of a change in control of the Company  (defined  above),
the Committee,  in its discretion,  may determine that, upon the occurrence of a
transaction  described  in the  preceding  paragraph,  each  Option  outstanding
pursuant to the Plan shall  terminate  within a  specified  number of days after
notice to the holder, and such holder shall receive,  with respect to each Share
subject to such Option, an amount of cash equal to the excess of the fair market
value of such Share  immediately  prior to the  occurrence  of such  transaction
increases the exercise price per Share of such Option. The provisions  specified
in the preceding  sentence shall be inapplicable to an Option granted within six
(6) months before the occurrence of a transaction  described above if the holder
of such Option is a director or officer of the Company or a beneficial  owner of
the Company who is described in Section 16(a) of the Exchange  Act,  unless such
holder dies or becomes  disabled  (within the meaning of Section 22(e)(3) of the
Code) prior to the expiration of such six-month period.

     Alternatively,  the Committee may determine,  in its  discretion,  that all
then outstanding  Options shall immediately  become exercisable upon a change of
control of the Company.

                        XIV. RIGHT TO TERMINATE EMPLOYEES
                           AND INDEPENDENT CONTRACTORS

     14.01 The Plan  shall not impose any  obligation  on the  Company or on any
subsidiary  corporation or parent corporation  thereof to continue the retention
of any  Participant;  and it shall not impose any  obligation on the part of any
Participant  to  remain  in the  employ  of  the  Company  or of any  subsidiary
corporation or parent corporation thereof.

                           XV. PURCHASE FOR INVESTMENT

     15.01 Except as provided  otherwise in the Plan, a Participant  shall, upon
any  exercise  of an  Option,  execute  and  deliver  to the  Company  a written
statement,  in form  satisfactory  to the  Company,  in which  such  Participant
represents  and warrants  that such  Participant  is purchasing or acquiring the
Shares  acquired  pursuant  thereto  for such  Participant's  own  account,  for
investment only and not with an intention of the resale or distribution thereof,
and agrees that any subsequent  offer for sale or sale or distribution of any of
such Shares shall be made only pursuant to either (a) a  Registration  Statement
on an  appropriate  form pursuant to the Securities Act of 1933, as amended (the

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<PAGE>


"Securities  Act"),  which  Registration  Statement has become  effective and is
current  with  regard to the Shares  being  offered  or sold,  or (b) a specific
exemption  from the  registration  requirements  of the  Securities  Act, but in
claiming such exemption the holder shall, if so requested by the Company,  prior
to any offer for sale or sale of such Shares,  obtain a prior favorable  written
opinion, in form and substance  satisfactory to the Company, from counsel for or
approved by the Company, as to the applicability of such exemption thereto.  The
foregoing restriction shall not apply to (i) issuances by the Company so long as
the Shares  being issued are  registered  pursuant to the  Securities  Act and a
prospectus  in  respect  thereof is  current  or (ii)  reofferings  of Shares by
affiliates  of the  Company  (as  defined in Rule 405 or any  successor  rule or
regulation  promulgated  pursuant  to the  Securities  Act) if the Shares  being
reoffered  are  registered  pursuant to the  Securities  Act and a prospectus in
respect thereof is current.

           XVI. ISSUANCE OF CERTIFICATES; LEGENDS; PAYMENT OF EXPENSES

     16.01 Upon any exercise of an Option and, in the case of an Option, payment
of the purchase price, a certificate or certificates  for the Shares as to which
such Option has been exercised shall be issued by the Company in the name of the
person  exercising  such Option and shall be  delivered  to or upon the order of
such person or persons.

     16.02 The Company may endorse such legend or legends upon the  certificates
for Shares  issued upon exercise of an Option  granted  pursuant to the Plan and
may issue such "stop transfer"  instructions to its transfer agent in respect of
such Shares as, in its discretion,  it determines to be necessary or appropriate
to (i) prevent a violation of, or to perfect an exemption from, the registration
requirements  of the  Securities  Act, (ii) implement the provisions of the Plan
and any  agreement  between the Company and the  optionee  with  respect to such
Shares,   or  (iii)  permit  the  Company  to  determine  the  occurrence  of  a
disqualifying disposition,  within the meaning of Section 421(b) of the Code, of
Shares transferred upon exercise of an Incentive Option.

     16.03 The Company shall pay all issue or transfer taxes with respect to the
issuance or transfer of Shares, as well as all fees and expenses incurred by the
Company in connection with such issuance or transfer.

     All  Shares  issued  as  provided  in the  Plan  shall  be  fully  paid and
non-assessable to the extent permitted by law.

                             XVII. WITHHOLDING TAXES

     17.01 The  Company  may  require  an  employee  or  independent  contractor
exercising a Non-Qualified  Option granted  pursuant to the Plan or disposing of
Shares


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<PAGE>


acquired  pursuant to the  exercise of an  Incentive  Option in a  disqualifying
disposition (within the meaning of Section 421(b) of the Code), to reimburse the
corporation  that employs such employee for any taxes required by any government
to be withheld or otherwise  deducted and paid by such corporation in respect of
the  issuance or  disposition  of such  Shares.  In lieu  thereof,  the employer
corporation  shall have the right to withhold  the amount of such taxes from any
other  amounts  due or to become due from such  corporation  to the  employee or
independent  contractor  upon such terms and  conditions as the Committee  shall
prescribe.  The  employer  corporation  may, in its  discretion,  hold the stock
certificate  to which such employee or  independent  contractor is entitled upon
the  exercise of an Option as security for the payment of such  withholding  tax
liability, until cash sufficient to pay that liability has been accumulated.

                  XVIII. LISTING OF SHARES AND RELATED MATTERS

     18.01  If at any  time  the  Board  of  Directors  shall  determine  in its
discretion that the listing, registration or qualification of the Shares subject
to the Plan upon any  national  securities  exchange or pursuant to any state or
federal law, or the consent or approval of any governmental  regulatory  agency,
is necessary or desirable as a condition of, or in connection  with, the sale or
purchase of Shares  pursuant to the Plan,  no Shares shall be issued  unless and
until such listing, registration,  qualification, consent or approval shall have
been effected or obtained, or otherwise provided for, free of any conditions not
acceptable to the Board of Directors.

                           XIX. AMENDMENT OF THE PLAN

     19.01 The Board of Directors or the Committee may, from time to time, amend
the Plan, provided that,  notwithstanding  anything to the contrary in the Plan,
no  amendment  shall be made,  without the approval of the  shareholders  of the
Company,  that will (i) increase the total number of Shares reserved for Options
pursuant  to the Plan  (other  than an  increase  resulting  from an  adjustment
provided for in Article  XII),  (ii) reduce the exercise  price of any Incentive
Option granted pursuant to the Plan to an amount less than the price required by
Article VI, (iii) modify the provisions of the Plan relating to eligibility,  or
(iv) materially  increase the benefits accruing to participants  pursuant to the
Plan.  The Board of Directors or the Committee  shall be authorized to amend the
Plan and the Options to permit the  Incentive  Options to qualify as  "incentive
stock  options"  within the meaning of Section 422A of the Code.  The rights and
obligations  pursuant to any Option granted before  amendment of the Plan or any
unexercised  portion of such Option shall not be adversely affected by amendment
of the Plan or the Option without the consent of the holder of the Option.



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<PAGE>


                    XX. TERMINATION OR SUSPENSION OF THE PLAN

     20.01 The Board of Directors or the  Committee  may at any time and for any
or no reason suspend or terminate the Plan. The Plan,  unless sooner  terminated
pursuant  to  Article  III of the Plan or by action  of the Board of  Directors,
shall terminate at the close of business on the Termination  Date. An Option may
not be granted  while the Plan is suspended or after it is  terminated.  Options
granted  while  the Plan is in  effect  shall  not be  altered  or  impaired  by
suspension or termination of the Plan,  except upon the consent of the person to
whom the Option was granted.  The power of the Committee  pursuant to Article IV
of the  Plan to  construe  and  administer  any  Options  granted  prior  to the
termination or suspension of the Plan shall  continue after such  termination or
during such suspension.

                               XXI. GOVERNING LAW

     21.01 The Plan and such Options as may be granted  pursuant thereto and all
related  matters  shall be governed by, and construed and enforced in accordance
with, the laws of the State of Nevada, as from time to time amended.

                            XXII. PARTIAL INVALIDITY

     22.01 The  invalidity  or illegality of any provision of the Plan shall not
be deemed to affect the validity of any other provision of the Plan.




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