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                                                                    Exhibit 10.4

                          THE 2000 STOCK OPTION PLAN OF

                             SUNDERLAND CORPORATION


         Sunderland Corporation, a Nevada corporation, has adopted The 2000
Stock Option Plan of Sunderland Corporation (the "Plan"), effective
_______________________, 2000, for the benefit of its eligible employees,
consultants, officers and directors. The Plan consists of two plans, one for the
benefit of key Employees (as such term is defined below), Independent Directors
(as such term is defined below) and consultants and a second solely for the
benefit of Independent Directors.

         The purposes of this Plan are as follows:

         (1) To provide an additional incentive for directors, key Employees and
consultants to further the growth, development and financial success of the
Company by personally benefiting through the ownership of Company stock and/or
rights which recognize such growth, development and financial success.

         (2) To enable the Company to obtain and retain the services of
directors, key Employees and consultants considered essential to the long range
success of the Company by offering them an opportunity to own stock in the
Company and/or rights which will reflect the growth, development and financial
success of the Company.

                                    ARTICLE I

                                   DEFINITONS

         I.I General. Wherever the following terms are used in this Plan they
shall have the meaning specified below, unless the context clearly indicates
otherwise.

         1.2 Board. "Board" shall mean the Board of Directors of the Company.

         1.3 Change in Control. "Change in Control" shall mean a change in
ownership or control of the Company effected through either of the following
transactions:

         (a)      any person or related group of persons (other than the Company
                  or a person that directly or indirectly controls, is
                  controlled by, or is under common control with, the Company)
                  directly or indirectly acquires beneficial ownership (within
                  the meaning of Rule 13d-3 under the Exchange Act) of
                  securities possessing more than fifty percent (50%) of the
                  total combined voting power of the Company's outstanding
                  securities pursuant to a tender or exchange offer made
                  directly to the Company's stockholders which the Board does
                  not recommend such stockholders to accept;


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         (b)      (b) there is a change in the composition of the Board over a
                  period of twenty-four (24) consecutive months (or less) such
                  that a majority of the Board members (rounded up to the
                  nearest whole number) ceases, by reason of one or more proxy
                  contests for the election of Board members, to be comprised of
                  individuals who either (i) have been Board members
                  continuously since the beginning of such period or (ii) have
                  been elected or nominated for election as Board members during
                  such period by at least a majority of the Board members
                  described in clause (i) who were still in office at the time
                  such election or nomination was approved by the Board.

         1.4 Code. "Code" shall mean the Internal Revenue Code of 1986, as
amended.

         1.5 Committee. "Committee" shall mean the Board or any Compensation
Committee of the Board, or another committee, or a subcommittee of the Board,
appointed as provided in Section 6.1.

         1.6 Common Stock. "Common Stock" shall mean the common stock of the
Company.

         1.7 Company. "Company" shall mean Sunderland Corporation, a Nevada
corporation.

         1.8 Corporate Transaction. "Corporate Transaction" shall mean any of
the following stockholder-approved transactions to which the Company is a party:

                  (a) a merger or consolidation in which the Company is not the
                  surviving entity, except for a transaction the principal
                  purpose of which is to change the State in which the Company
                  is incorporated, form a holding company or effect a similar
                  reorganization as to form whereupon this Plan and all Options
                  are assumed by the successor entity;

                  (b) the sale, transfer, exchange or other disposition of all
                  or substantially all of the assets of the Company, in complete
                  liquidation or dissolution of the Company in a transaction not
                  covered by the exceptions to clause (a), above; or

                  (c) any reverse merger in which the Company is the surviving
                  entity but in which securities possessing more than fifty
                  percent (50%) of the total combined voting power of the
                  Company's outstanding securities are transferred to a person
                  or persons different from those who held such securities
                  immediately prior to such merger.

         1.9 Director. "Director" shall mean a member of the Board.

         1.10 Employee. "Employee" shall mean any officer or other employee (as
defined in accordance with Section 3401 (c) of the Code) of the Company, or of
any corporation which is a Subsidiary.

         1.11 Exchange Act. "Exchange Act" shall mean the Securities Exchange
Act of 1934, as amended.



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         1.12 Fair Market Value. "Fair Market Value" of a share of Common Stock
as of a given date shall be (i) the closing price of a share of Common Stock on
the principal exchange on which shares of Common Stock are then trading, if any
(or as reported on any composite index which includes such principal exchange),
on the trading day previous to such date, or if shares were not traded on the
trading day previous to such date, then on the next preceding date on which a
trade occurred, or (ii) if Common Stock is not traded on an exchange but is
quoted on NASDAQ or a successor quotation system, the mean between the closing
representative bid and asked prices for the Common Stock on the trading day
previous to such date as reported by NASDAQ or such successor quotation system;
or (iii) if Common Stock is not publicly traded on an exchange and not quoted on
NASDAQ or a successor quotation system, the Fair Market Value of a share of
Common Stock as established by the Committee (or the Board, in the case of
grants to Independent Directors) acting in good faith.

         1.13 Incentive Stock Option. "Incentive Stock Option" shall mean an
option which conforms to the applicable provisions of Section 422 of the Code
and which is designated as an Incentive Stock Option by the Committee.

         1.14 Independent Director. "Independent Director" shall mean a member
of the Board who is not an Employee of the Company.

         1.15 Non-Qualified Stock Option. "Non-Qualified Stock Option" shall
mean an Option which is not designated as an Incentive Stock Option by the
Committee.

         1.16 Option. "Option" shall mean a stock option granted under Article
III of this Plan. An Option granted under this Plan shall, as determined by the
Committee, be either a Non-Qualified Stock Option or an Incentive Stock Option;
provided, however, that Options granted to Independent Directors and consultants
shall be Non-Qualified Stock Options.

         1.17 Optionee. "Optionee" shall mean an Employee, consultant or
Independent Director granted an Option under this Plan.

         1.18 Plan. "Plan" shall mean The 2000 Stock Option Plan of Sunderland
Corporation.

         1.19 QDRO. "QDRO" shall mean a qualified domestic relations order as
defined by the Code or Title I of the Employee Retirement Income Security Act of
1974, as amended) or the rules thereunder.

         1.20 Rule 16b-3. "Rule 16b-3" shall mean that certain Rule 16b-3 under
the Exchange Act, as such Rule may be amended from time to time.

         1.21 Subsidiary. "Subsidiary" shall mean. (i) any corporation in an
unbroken chain of corporations beginning with the Company if each of the
corporations other than the last corporation in the unbroken chain then owns
stock possessing 50 percent or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain and (ii) any
partnership or limited liability company in which the Company (A) directly or
indirectly holds a managing partner or managing member interest or (B) is
entitled to 50 percent or more of the profits or assets upon dissolution.

         1.22 Termination of Consultancy. "Termination of Consultancy" shall
mean the time when the engagement of an Optionee as a consultant to the Company
or a Subsidiary is terminated for any reason, with or without cause, including,
but not by way of limitation, by resignation, discharge, death or retirement;
but excluding terminations where there is a simultaneous commencement of
employment with the Company or any Subsidiary. The Committee, in its absolute
discretion, shall determine the effect of all matters and questions relating to
Termination of Consultancy, including, but not by way of limitation, the
question of whether a Termination of Consultancy resulted from a discharge for
good cause, and all questions of whether particular leaves of absence constitute
Terminations of Consultancy. Notwithstanding any other provision of this Plan,
the Company or any Subsidiary has an absolute and


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unrestricted right to terminate a consultant's service at any time for any
reason whatsoever, with or without cause, except to the extent expressly
provided otherwise in writing.

         1.23 Termination of Directorship. "Termination of Directorship" shall
mean the time when an Optionee who is an Independent Director ceases to be a
Director for any reason, including, but not by way of limitation, a termination
by resignation, failure to be elected, death or retirement. The Board, in its
sole and absolute discretion, shall determine the effect of all matters and
questions relating to Termination of Directorship with respect to Independent
Directors.

          1.24 Termination of Employment. "Termination of Employment" shall mean
the time when the employee-employer relationship between an Optionee and the
Company or any Subsidiary is terminated for any reason, with or without cause,
including, but not by way of limitation, a termination by resignation,
discharge, death, disability or retirement; but excluding (i)terminations where
there is a simultaneous reemployment or continuing employment of an Optionee by
the Company or any Subsidiary, (ii)at the discretion of the Committee,
terminations which result in a temporary severance of the employee-employer
relationship, and (iii) at the discretion of the Committee, terminations which
are followed by the simultaneous establishment of a consulting relationship by
the Company or a Subsidiary with the former employee. The Committee, in its
absolute discretion, shall determine the effect of all matters and questions
relating to Termination of Employment, including, but not by way of limitation,
the question of whether a Termination of Employment resulted from a discharge
for good cause, and all questions of whether particular leaves of absence
constitute Terminations of Employment; provided, however, that, with respect to
Incentive Stock Options, a leave of absence, change in status from an employee
to an independent contractor or other change in the employee-employer
relationship shall constitute a Termination of Employment if, and to the extent
that, such leave of absence, change in status or other change interrupts
employment for the purposes of Section 422(a)(2) of the Code and the then
applicable regulations and revenue rulings under said Section. Notwithstanding
any other provision of this Plan, the Company or any Subsidiary has an absolute
and unrestricted right to terminate an Employee's employment at any time for any
reason whatsoever, with or without cause, except to the extent expressly
provided otherwise in writing.

                                   ARTICLE II

                                SHARES SUBJECT TO

                                      PLAN

         2.1 Shares Subject to Plan. The shares of stock subject to Options
shall be Common Stock, initially shares of the Company's Common Stock. The
aggregate number of such shares which may be issued upon exercise of such
options under the Plan shall not exceed Six Hundred Thousand (600,000) shares of
Common Stock. The shares of Common Stock issuable upon exercise of such options
may be either previously authorized but unissued shares or treasury shares.

          2.2 Add-back of Options and Other Rights. If any Option, or other
right to acquire shares of Common Stock under any other award under this Plan,
expires or is canceled without having been fully exercised, or is exercised in
whole or in part for cash as permitted by this Plan, the number of shares
subject to such Option or other right but as to which such Option or other right
was not exercised prior to its expiration, cancellation or exercise may again be
optioned, granted or awarded hereunder, subject to the limitations of Section
2.1. Furthermore, any shares subject to Options or other awards which are
adjusted pursuant to Section 10.3 and become exercisable with respect to shares
of stock of another corporation shall be considered cancelled and may again be
optioned, granted or awarded hereunder, subject to the limitations of Section
2.1. Shares of Common Stock which are delivered by the Optionee or withheld by
the Company upon the exercise of any Option under this Plan, in payment of the
exercise price thereof,


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may again be optioned, granted or awarded hereunder, subject to the limitations
of Section 2.1. Notwithstanding the provisions of this Section 2.2, no shares of
Common Stock may again be optioned if such action would cause an Incentive Stock
Option to fail to qualify as an incentive stock option under Section 422 of the
Code.

                                   ARTICLE III

                                   GRANTING OF

                                     OPTIONS

         3.1 Eligibility. Any Employee, Independent Director or consultant
selected by the Committee pursuant to Section 3.4(a)(i) shall be eligible to be
granted an Option.

         3.2 Disqualification for Stock Ownership. No person may be granted an
Incentive Stock Option under this Plan if such person, at the time the Incentive
Stock Option is granted, owns stock possessing more than ten percent (10%) of
the total combined voting power of all classes of stock of the Company or any
then existing Subsidiary or parent corporation (within the meaning of Section
422 of the Code) unless such Incentive Stock Option conforms to the applicable
provisions of Section 422 of the Code.

         3.3 Qualification of Incentive Stock Options. No Incentive Stock Option
shall be granted unless such Option, when granted, qualifies as an "incentive
stock option" under Section 422 of the Code. No Incentive Stock Option shall be
granted to any person who is not an Employee.

         3.4 Granting of Options:

                  (a) The Committee shall from time to time, in its absolute
discretion, and subject to applicable limitations of this Plan:

                           (i) Determine which Employees are key Employees and
select from among the key Employees, Independent Directors or consultants
(including Employees. Independent Directors or consultants who have previously
received Options or other awards under this Plan) such of them as in its opinion
should be granted Options;

                           (ii) Determine the number of shares to be subject to
such Options granted to the selected key Employees, Independent Directors or
consultants;

                           (iii) Determine whether such Options are to be
Incentive Stock Options or Non-Qualified Stock Options and whether such Options
are to qualify as performance-based compensation as described in Section
162(m)(4)(C) of the Code; and

                           (iv) Determine the terms sad conditions of such
Options, consistent with this Plan; provided, however, that the terms and
conditions of Options intended to qualify as performance-based compensation as
described in Section 162(m)(4)(C) of the Code shall include, but not be limited
to, such terms and conditions as may be necessary to meet the applicable
provisions of Section 162(m) of the Code.

                  (b) Upon the selection of a key Employee, Independent Director
or consultant to be granted an Option, the Committee shall instruct the
Secretary of the Company to issue the Option and may impose such conditions on
the grant of the Option as it deems appropriate. Without limiting the generality
of the preceding sentence, the Committee may, in its discretion and on such
terms as it deems appropriate, require as a condition on the grant of an Option
to an Employee, Independent Director or consultant that the Employee,
Independent Director or consultant surrender for cancellation some or all of the
unexercised


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Options, or other rights which have been previously granted to him
under this Plan or otherwise. An Option, the grant of which is conditioned upon
such surrender, may have an option price lower (or higher) than the exercise
price of such surrendered Option or other award, may cover the same (or a lesser
or greater) number of shares as such surrendered Option or other award, may
contain such other terms as the Committee deems appropriate, and shall be
exercisable in accordance with its terms, without regard to the number of
shares, price, exercise period or any other term or condition of such
surrendered Option or other award.

                  (c) Any Incentive Stock Option granted under this Plan may be
modified by the Committee to disqualify such option from treatment as an
"incentive stock option" under Section 422 of the Code.





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                                   ARTICLE IV

                                TERMS OF OPTIONS

         4.1 Option Agreement Each Option shall be evidenced by a written Stock
Option Agreement, which shall be executed by the Optionee and an authorized
officer of the Company and which shall contain such terms and conditions as the
Committee (or the Board, in the case of grants to Independent Directors) shall
determine, consistent with this Plan. Stock Option Agreements evidencing Options
intended to qualify as performance-based compensation as described in Section
162(m)(4)(C) of the Code shall contain such terms and conditions as may be
necessary to meet the applicable provisions of Section 162(m) of the Code. Stock
Option Agreements evidencing Incentive Stock Options shall contain such terms
and conditions as may be necessary to meet the applicable provisions of Section
422 of the Code.

         4.2 Option Price. The price per share of the shares subject to each
Option shall be set by the Committee; provided, however, that such price shall
be no less than the par value of a share of Common Stock, unless otherwise
permitted by applicable state law, and (i) in the case of Incentive Stock
Options and Options intended to qualify as performance-based compensation as
described in Section 162(m)(4)(C) of the Code, such price shall not be less than
100% of the Fair Market Value of a share of Common Stock on the date the Option
is granted; (ii) in the case of Incentive Stock Options granted to an individual
then owning (within the meaning of Section 424(d) of the Code) more than 10% of
the total combined voting power of all classes of stock of the Company or any
Subsidiary or parent corporation thereof (within the meaning of Section 422 of
the Code) such price shall not be less than 110% of the Fair Market Value of a
share of Common Stock on the date the Option is granted; and (iii) in the case
of grants to Independent Directors, such price shall equal 100% of the Fair
Market Value of a share of Common Stock on the date the Option is granted;
provided, however, that the price of each share subject to each Option granted
to Independent Directors on the date of the initial public offering of Common
Stock shall equal the initial public offering price per share of Common Stock.

         4.3 Option Term. The term of an Option shall be set by the Committee in
its discretion; provided, however, that, (i) in the case of grants to
Independent Directors, the term shall be ten (10) years from the date the Option
is granted, and (ii) in the case of Incentive Stock Options, the term shall not
be more than ten (10) years from the date the Incentive Stock Option is granted,
or five (5) years from such date if the Incentive Stock Option is granted to an
individual then owning (within the meaning of Section 424(d) of the Code) more
than 10% of the total combined voting power of all classes of stock of the
Company or any Subsidiary or parent corporation thereof (within the meaning of
Section 422 of the Code). Except as limited by requirements of Section 422 of
the Code and regulations and rulings thereunder applicable to Incentive Stock
Options, the Committee may extend the term of any outstanding Option in
connection with any Termination of Employment or Termination of Consultancy of
the Optionee, or amend any other term or condition of such Option relating to
such a termination.

         4.4 Option Vesting;

                  (a) The period during which the right to exercise an Option in
whole or in part vests in the Optionee shall be set by the Committee and the
Committee may determine that an Option may not be exercised in whole or in part
for a specified period after it is granted. At any time after grant of an
Option, the Committee may, in its sole and absolute discretion and subject to
whatever terms and conditions it selects, accelerate the period during which an
Option.



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                  (b) No portion of an Option which is unexercisable at
Termination of Employment, Termination of Directorship or Termination of
Consultancy, as applicable, shall thereafter become exercisable, except as may
be otherwise provided by the Committee in the case of Options granted to
Employees, Independent Directors or consultants either in the Stock Option
Agreement or by action of the Committee following the grant of the Option.

                  (c) To the extent that the aggregate Fair Market Value of
stock with respect to which "incentive stock options" (within the meaning of
Section 422 of the Code, but without regard to Section 422(d) of the Code) are
exercisable for the first time by an Optionee during any calendar year (under
the Plan and all other incentive stock option plans of the Company and any
Subsidiary) exceeds $100,000.00, such Options shall be treated as Non-Qualified
Options to the extent required by Section 422 of the Code. The rule set forth in
the preceding sentence shall be applied by taking Options into account in the
order in which they were granted. For purposes of this Section 4.4(c), the Fair
Market Value of stock shall be determined as of the time the Option with respect
to such stock is granted.

         4.5 Consideration. In consideration of the granting of an Option, the
Committee may require the Optionee to agree, in the written Stock Option
Agreement, to remain in the employ of (or to consult for or to serve as an
Independent Director of, as applicable) the Company or arty Subsidiary for a
period of at least one year after the Option is granted or, in the case of an
Independent Director, to the end of such Independent Director's current Board
term (or such shorter period a-s may be fixed in the Stock Option Agreement or
by action of the Committee or the Board following grant of the Option). Nothing
in this Plan or in any Stock Option Agreement hereunder shall confer upon any
Optionee any right to continue in the employ of, or as a consultant for, the
Company or any Subsidiary, or as a director of the Company, or shall interfere
with or restrict in any way the rights of the Company and any Subsidiary, which
are hereby expressly reserved, to discharge any Optionee at any time for any
reason whatsoever, with or without good cause.

         4.6 Other Terms. The Stock Option Agreement may contain such other
terms and conditions as the Committee may deem appropriate, including, but not
limited to, the granting of rights to require the Company to register the
securities received upon exercise; provided, however, that no term may be
included which would violate the terms of this Plan or any applicable law.

                                    ARTICLE V

                               EXERCISE OF OPTIONS

         5.1 Partial Exercise. An exercisable Option may be exercised in whole
or in part. However, an Option shall not be exercisable with respect to
fractional shares and the Committee (or the Board, in the case of Options
granted to Independent Directors) may require that, by the terms of the Option,
a partial exercise be with respect to a minimum number of shares.

         5.2 Manner of Exercise. All or a portion of an exercisable Option shall
be deemed exercised upon delivery of all of the following to the Secretary of
the Company or his office:

                  (a) A written notice complying with the applicable rules
established by the Committee (or the Board, in the case of Options granted to
Independent Directors pursuant to Section 3.4(d)) stating that the Option, or a
portion thereof, is exercised. The notice shall be signed by the Optionee or
other person then entitled to exercise the Option or such portion;

                  (b) Such representations and documents as the Committee (or
the Board, in the case of Options granted to Independent Directors, in its
absolute discretion, deems necessary or advisable to effect compliance with all
applicable provisions of the Securities Act of 1933, as amended, and any other
federal


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or state securities laws or regulations. The Committee or Board may, in its
absolute discretion, also take whatever additional actions it deems appropriate
to effect such compliance including, without limitation, placing legends on
share certificates and issuing stop-transfer notices to agents and registrars;

                  (c) In the event that the Option shall be exercised pursuant
to Section 7.1 by any person or persons other than the Optionee) appropriate
proof of the right of such person or persons to exercise the Option; and

                  (d) Full cash payment to the Secretary of the Company for the
shares with respect to which the Option, or portion thereof, is exercised.
However, the Committee (or the Board, in the case of Options granted to
Independent Directors) may in its discretion (i) allow a delay in payment up to
thirty (30) days from the date the Option, or portion thereof, is exercised; or
(ii) allow payment, in whole or in part, through the delivery of shares of
Common Stock owned by the Optionee, duly endorsed for transfer to the Company
with a Fair Market Value on the date of delivery equal to the aggregate exercise
price of the Option or exercised portion thereof.

         5.3 Conditions to Issuance of Stock Certificates. The Company shall not
be required to issue or deliver any certificate or certificates for shares of
stock purchased upon the exercise of any Option or portion thereof prior to
fulfillment of all of the following conditions:

                  (a) The admission of such shares to listing on all stock
exchanges on which such class of stock is then listed;

                  (b) The completion of any registration or other qualification
of such shares under any state or federal law, or under the rulings or
regulations of the Securities and Exchange Commission or any other governmental
regulatory body which the Committee or Board shall, in its absolute discretion,
deem necessary or advisable;

                  (c) The obtaining of any approval or other clearance from any
state or federal governmental agency which the Committee (or Board, in the case
of Options granted to Independent Directors shall, in its absolute discretion,
determine to be necessary or advisable;

                  (d) The lapse of such reasonable period of time following the
exercise of the Option as the Committee (or Board, in the case of Options
granted to Independent Directors may establish from time to time for reasons of
administrative convenience; and

                  (e) The receipt by the Company of full payment for such
shares, including payment of any applicable withholding tax.

         5.4 lights as Stockholders. The holders of Options shall not be, nor
have any of the rights or privileges of, stockholders of the Company in respect
of any shares purchasable upon the exercise of any part of an Option unless and
until certificates representing such shares have been issued by the Company to
such holders.

         5.5 Ownership and Transfer Restrictions. The Committee, in its absolute
discretion, may impose such restrictions on the ownership and transferability of
the shares purchasable upon the exercise of an Option as it deems appropriate.
Any such restriction shall be set forth in the respective Stock Option Agreement
and may be referred to on the certificates evidencing such shares. The Committee
may require the Employee to give the Company prompt notice of any disposition of
shares of Common Stock acquired by exercise of an Incentive Stock Option within
(i) two years from the date of granting such Option to such Employee or (ii) one
year after the transfer of such shares to such Employee. The Committee may
direct that the certificates evidencing shares acquired by exercise of an Option
refer to such requirement to give prompt notice of disposition.



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<PAGE>

                                   ARTICLE VI

                                 ADMINISTRATION

         6.1 Compensation Committee. The Compensation Committee (or another
committee or a subcommittee of the Board assuming the functions of the Committee
under this Plan) shall consist solely of two or more Independent Directors
appointed by and holding office at the pleasure of the Board, each of whom is
(i) a "non-employee director" (as defined by Rule l6b-3), (ii) to the extent
required by the applicable provisions of Rule l6b-3, a "disinterested person"
(as defined by Rule l6b-3) and (iii) an "outside director" for purposes of
Section 162(m) of the Code. Appointment of Committee members shall be effective
upon acceptance of appointment. Committee members may resign at any time by
delivering written notice to the Board. Vacancies in the Committee may be filled
by the Board.

         6.2 Duties and Powers of Committee. It shall be the duty of the
Committee to conduct the general administration of this Plan in accordance with
its provisions. The Committee shall have the power to interpret this Plan and
the agreements pursuant to which Options are granted or awarded, and to adopt
such rules for the administration, interpretation, and application of this Plan
as are consistent therewith and to interpret, amend or revoke any such rules.
Notwithstanding the foregoing, the full Board, acting by a majority of its
members in office, shall conduct the general administration of the Plan with
respect to grants to Independent Directors. Any such grant or award under this
Plan need not be the same with respect to each Optionee. Any such
interpretations and rules with respect to Incentive Stock Options shall be
consistent with the provisions of Section 422 of the Code. In its absolute
discretion, the Board may at any time and from time to time exercise any and all
rights and duties of the Committee under this Plan except with respect to
matters which under Rule 16b-3 or Section 162(m) of the Code, or any regulations
or rules issued thereunder, are required to be determined in the sole discretion
of the Committee.

         6.3 Majority Rule; Unanimous Written Consent. The Committee shall act
by a majority of its members in attendance at a meeting at which a quorum is
present or by a memorandum or other written instrument signed by all members of
the Committee.

         6.4 Compensation; Professional Assistance; Good Faith Actions. Members
of the Committee shall receive such compensation for their services as members
as may be determined by the Board. All expenses and liabilities which members of
the Committee incur in connection with the administration of this Plan shall be
borne by the Company. The Committee may, with the approval of the Board, employ
attorneys, consultants, accountants, appraisers, brokers, or other persons. The
Committee, the Company and the Company's officers and Directors shall be
entitled to rely upon the advice, opinions or valuations of any such persons.
All actions taken and all interpretations and determinations made by the
Committee or the Board in good faith shall be final and binding upon all
Optionees, Grantees, Restricted Stockholders, the Company and all other
interested persons. No members of the Committee or Board shall be personally
liable for any action, determination or interpretation made in good faith with
respect to this Plan or Options, and all members of the Committee and the Board
shall be fully protected by the Company in respect of any such action,
determination or interpretation.



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                                   ARTICLE VII

                            MISCELLANEOUS PROVISIONS

         7.1 Not Transferable. Options under this Plan may not be sold, pledged,
assigned, or transferred in any manner other than by will or the laws of descent
and distribution or pursuant to a QDRO, unless and until such rights or awards
have been exercised, or the shares underlying such rights or awards have been
issued, and all restrictions applicable to such shares have lapsed. No Option or
interest or right therein shall be liable for the debts, contracts or
engagements of the Optionee or his successors in interest or shall be subject to
disposition by transfer, alienation, anticipation, pledge, encumbrance,
assignment or any other means whether such disposition be voluntary or
involuntary or by operation of law by judgment, levy, attachment, garnishment or
any other legal or equitable proceedings (including bankruptcy), and any
attempted disposition thereof shall be null and void and of no effect, except to
the extent that such disposition is permitted by the preceding sentence.

         During the lifetime of the Optionee, only he may exercise an Option or
other right or award (or any portion thereof) granted to him under the Plan,
unless it has been disposed of pursuant to a QDRO. After the death of the
Optionee, any exercisable portion of an Option or other right or award may,
prior to the time when such portion becomes unexercisable under the Plan or the
applicable Stock Option Agreement or other agreement, be exercised by his
personal representative or by any person empowered to do so under the deceased
Optionee's will or under the then applicable laws of descent and distribution.

         7.2 Amendment, Suspension or Termination of this Plan. Except as
otherwise provided in this Section 7.2, this Plan may be wholly or partially
amended or otherwise modified, suspended or terminated at any time or from time
to time by the Board or the Committee. However, without approval of the
Company's stockholders given within twelve months before or after the action by
the Board or the Committee, no action of the Board or the Committee may, except
as provided in Section 7.3, increase the limits imposed in Section 2.1 on the
maximum number of shares which may be issued under this Plan, and no action of
the Committee may be taken that would otherwise require stockholder approval as
a matter of applicable law, regulation or rule. No amendment, suspension or
termination of this Plan shall, without the consent of the holder of Options,
alter or impair any rights or obligations under any Options theretofore granted
or awarded, unless the award itself otherwise expressly so provides. No Options
may be granted or awarded during any period of suspension or after termination
of this Plan, and in no event may any Incentive Stock Option be granted under
this Plan after the first to occur of the following events:

         (a) The expiration often years from the date the Plan is adopted by the
Board;


         (b) The expiration of ten years from the date the Plan is approved by
the Company's stockholders under section 7.4.

         7.3      (changes in Common Stock or Assets of the Company, Acquisition
                  or Liquidation of the Company and Other Corporate Events.

         (a)      Subject to Section 7.3(d), in the event that the Committee (or
                  the Board, in the case of grants to Independent Directors)
                  determines that any dividend or other distribution (whether in
                  the form of cash, Common Stock, other securities, or other
                  property), recapitalization, reclassification, stock split,
                  reverse stock split, reorganization, merger, consolidation,
                  split-up, spin-off, combination, repurchase, liquidation,
                  dissolution, or sale, transfer, exchange or other disposition,
                  of all or substantially all of the assets of the


                                       11
<PAGE>

                  Company (including, but not limited to a Corporate
                  Transaction), or exchange of Common Stock or other securities
                  of the Company, issuance of warrants or other rights to
                  purchase Common Stock or other securities of the Company, or
                  other similar corporate transaction or event, in the
                  Committee's sole discretion (or in the case of grants to
                  Independent Directors, the Board's sole discretion), affects
                  the Common Stock such that an adjustment is determined by the
                  Committee to be appropriate in order to prevent dilution or
                  enlargement of the benefits or potential benefits intended to
                  be made available under the Plan or with respect to an Option,
                  then the Committee (or the Board, in the case of grants to
                  Independent Directors) shall, in such manner as it may deem
                  equitable, adjust any or all of (i) the number and kind of
                  shares of Common Stock (or other securities or property) with
                  respect to which Options may be granted under the Plan
                  (including, but not limited to, adjustments of the limitations
                  in Section 2.1 on the maximum number and kind of shares which
                  may be issued), (ii) the number and kind of shares of Common
                  Stock (or other securities or property) subject to outstanding
                  Options, and (iii) the grant or exercise price with respect to
                  any Option.

         (b)      Subject to Sections 7.3(b)(vii) and 7.3(d), in the event of
                  any Corporate Transaction or other transaction or event
                  described in Section 7.3 (a) or any unusual or nonrecurring
                  transactions or events affecting the Company, any affiliate of
                  the Company, or the financial statements of the Company or any
                  affiliate, or of changes in applicable laws, regulations, or
                  accounting principles, the Committee (or the Board, in the
                  case of grants to Independent Directors) in its discretion is
                  hereby authorized to take any one or more of the following
                  actions whenever the Committee (or the Board, in the case of
                  grants to Independent Directors) determines that such action
                  is appropriate in order to prevent dilution or enlargement of
                  the benefits or potential benefits intended to be made
                  available under the Plan or with respect to any option, right
                  or other award under this Plan, to facilitate such
                  transactions or events or to give effect to such changes in
                  laws, regulations or principles:

                           (i) In its sole and absolute discretion, and on such
                  terms and conditions as it deems appropriate, the Committee
                  (or the Board, in the case of grants to Independent Directors)
                  may provide, either by the terms of the agreement or by action
                  taken prior to the occurrence of such transaction or event and
                  either automatically or upon the optionee's request, for
                  either the purchase of any such Option for an amount of cash
                  equal to the amount that could have been attained upon the
                  exercise of such option, right or award or realization of the
                  optionee's rights had such option, right or award been
                  currently exercisable or payable or fully vested or the
                  replacement of such option, right or award with other rights
                  or property selected by the Committee (or the Board, in the
                  case of grants to Independent Directors) in its sole
                  discretion;

                           (ii) In its sole and absolute discretion, the
                  Committee (or the Board, in the case of grants to Independent
                  Directors) may provide, either by the terms of such Option or
                  by action taken prior to the occurrence of such transaction or
                  event that it cannot be exercised after such event;

                           (iii) In its sole and absolute discretion, and on
                  such terms and conditions as it deems appropriate, the
                  Committee (or the Board, in the case of grants to Independent
                  Directors) may provide, either by the terms of such Option or
                  by action taken prior to the occurrence of such transaction or
                  event, that for a specified period of time prior to such
                  transaction or event, such option, right or award shall be
                  exercisable as to all shares covered thereby, notwithstanding
                  anything to the contrary in (i) Section 4.4 or (ii) the

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<PAGE>

                  provisions of such Option;

                           (iv) In its sole and absolute discretion, and on such
                  terms and conditions as it deems appropriate, the Committee
                  (or the Board, in the case of grant to Independent Directors)
                  may provide, either by the terms of such Option or by action
                  taken prior to the occurrence of such transaction or event,
                  that upon such event, such option, right or award be assumed
                  by the successor or survivor corporation, or a parent or
                  subsidiary thereof, or shall be substituted for by similar
                  options, rights or awards covering the stock of the successor
                  or survivor corporation, or a parent or subsidiary thereof,
                  with appropriate adjustments as to the number and kind of
                  shares and prices; and

                           (v) In its sole and absolute discretion, and on such
                  terms and conditions as it deems appropriate, the Committee
                  (or the Board, in the case of grants to Independent Directors)
                  may make adjustments in the number and type of shares of
                  Common Stock (or other securities or property) subject to
                  outstanding Options and/or in the terms and conditions of
                  (including the grant or exercise price), and the criteria
                  included in, outstanding options which may be granted in the
                  future.

                           (vi) None of the foregoing discretionary terms of
                  this Section 7.3(b) shall be permitted with respect to Options
                  granted to independent Directors to the extent that such
                  discretion would be inconsistent with the applicable exemptive
                  conditions of Rule 16b'3. In the event of a Change in Control
                  or a Corporate Transaction, to the extent that the Board does
                  not have the ability under Rule 16b-3 to take or to refrain
                  from taking the discretionary actions set forth in Section
                  7.3(b)(iii) above, each Option granted to an Independent
                  Director shall be exercisable as to all shares covered thereby
                  upon such Change in Control or during the five days
                  immediately preceding the consummation of such Corporate
                  Transaction and subject to such consummation, notwithstanding
                  anything to the contrary in Section 4.4 or the vesting
                  schedule of such Options. In the event of a Corporate
                  Transaction, to the extent that the Board does not have the
                  ability under Rule 16b-3 to take or to refrain from taking the
                  discretionary actions set forth in Section 7.3(b)(ii) above,
                  no Option granted to an Independent Director may be exercised
                  following such Corporate Transaction unless such Option is, in
                  connection with such Corporate Transaction, either assumed by
                  the successor or survivor corporation (or parent or subsidiary
                  thereof) or replaced with a comparable right with respect to
                  shares of the capital stock of the successor or survivor
                  corporation (or parent or subsidiary thereof).


          (c) Subject to Section 7.3(d) and 7.8, the Committee (or the Board, in
the case of grants to Independent Directors) may, in its discretion, include
such farther provisions and limitations in any Option as it may deem equitable
and in the best interests of the Company.

         (d) With respect to Incentive Stock Options and Options intended to
qualify as performance-based compensation under Section 162(m), no adjustment or
action described in this Section7.3 or in any other provision of the Plan shall
be authorized to the extent that such adjustment or action would cause the Plan
to violate Section 422(b)( I ) of the Code or would cause such option or stock
appreciation right to fail to so qualify under Section 162(xn), as the case may
be, or any successor provisions thereto. Furthermore, no such adjustment or
action shall be authorized to the extent such adjustment or action would result
in short-swing profits liability under Section 16 or violate the exemptive
conditions ofRulel6b-3 unless the Committee (or the Board, in the case of grants
to Independent Directors) determines that the option or other award is not to
comply with such exemptive conditions. The number of shares of Common Stock
subject to any option, right or award shall always be rounded to the next whole



                                       13
<PAGE>

number.

         (e) In the event of any Corporate Transaction, each outstanding Option
shall, immediately prior to the effective date of the Corporate Transaction,
automatically become fully exercisable for all of the shares of Common Stock at
the time subject to such rights or fully vested, applicable, and may be
exercised for any or all of those shares as fully-vested shares of Common Stock.
However, an outstanding right shall not so accelerate if and to the extent:

                           (i) such right is, in  connection  with the Corporate
Transaction, either to be assumed by the successor or survivor corporation (or
parent thereof) or to be replaced with a comparable right with respect to shares
of the capital stock of the successor or survivor corporation (or parent
thereof) or (ii) the acceleration of exercisability of such right is subject to
other limitations imposed by the Plan Administrator at the time of grant. The
determination of comparability of rights under clause (i) above shall be made by
the Plan Administrator, and its determination shall be final, binding and
conclusive.

         7.4 Approval of Plan by Stockholders. This Plan will be submitted for
the approval of the Company's stockholders within twelve months after the date
of the Board's initial adoption of this Plan. Options may be granted prior to
such stockholder approval, provided that such Options shall not be exercisable
prior to the time when this Plan is approved by the stockholders, and provided
further that if such approval has not been obtained at the end of said
twelve-month period, all Options previously granted under this Plan shall
thereupon be canceled and become null and void.

         7.5 Tax Withholding. The Company shall be entitled to require payment
in cash or deduction from other compensation payable to each Optionee of any
sums required by federal, state or local tax law to be withheld with respect to
the issuance, vesting or exercise of any Option. The Committee (or the Board, in
the case of grants to Independent Directors) may in its discretion and in
satisfaction of the foregoing requirement allow such Optionee to elect to have
the Company withhold shares of Common Stock otherwise issuable under such Option
or other award (or allow the return of shares of Common Stock) having a Fair
Market Value equal to the sums required to be withheld.

         7.6 Loans. The Committee may, in its discretion, extend one or more
loans to key Employees in connection with the exercise or receipt of an Option
granted under this Plan. The terms and conditions of any such loan shall be set
by the Committee.

         7.7 Forfeiture Provisions. Pursuant to its general authority to
determine the terms and conditions applicable to awards under the Plan, the
Committee (or the Board, in the case of grants to Independent Directors) shall
have the right (to the extent consistent with the applicable exemptive
conditions of Rule 16b-3) to provide, in the terms of Options or other awards
made under the Plan, or to require the recipient to agree by separate written
instrument, that (i) any proceeds, gains or other economic benefit actually or
constructively received by the recipient upon any receipt or exercise of the
award, or upon the receipt or resale of any Common Stock underlying such award,
must be paid to the Company, and (ii) the award shall terminate and any
unexercised portion of such award (whether or not vested) shall be forfeited, if
(a) a Termination of Employment, Termination of Consultancy or Termination of
Directorship occurs prior to a specified date, or within a specified time period
following receipt or exercise of the award, or (b) the recipient at any time, or
during a specified time period, engages in any activity in competition with the
Company, or which is inimical, contrary or harmful to the interests of the
Company, as further defined by the Committee (or the Board, as applicable).

         7.8 Limitations Applicable to Section 16 Persons and Performance-Based
Compensation. Notwithstanding any other provision of this Plan, this Plan, and
any Option granted .to any individual who is then subject to Section 16 of the
Exchange Act, shall be subject to any additional limitations set forth in any
applicable exemptive rule under Section 16 of the Exchange Act (including any
amendment to Rule


                                       14
<PAGE>

16b-3 of the Exchange Act) that are requirements for the application of such
exemptive rule. To the extent permitted by applicable law, the Plan and Options
granted hereunder shall be deemed amended to the extent necessary to conform to
such applicable exemptive rule. Furthermore, notwithstanding any other provision
of this Plan or any Option intended to qualify as performance-based compensation
as described in Section 162(m)(4)(C) of the Code shall be subject to any
additional limitations set forth in Section 162(m) of the Code (including any
amendment to Section 162(m) of the Code) or any regulations or rulings issued
thereunder that are requirements for qualification as performance-based
compensation as described in Section 162(m)(4)(C) of the Code, and this Plan
shall be deemed amended to the extent necessary to conform to such requirements.

         7.9 Effect of Plan Upon Options and Compensation Plans. The adoption of
this Plan shall not affect any other compensation or incentive plans in effect
for the Company or any Subsidiary. Nothing in this Plan shall be construed to
limit the right of the Company (i)to establish any other forms of incentives or
compensation for Employees. Independent Directors or consultants of the Company
or any Subsidiary or (ii) to grant or assume options or other rights otherwise
than under this Plan in connection with any proper corporate purpose including
but not by way of limitation, the grant or assumption of options in connection
with the acquisition by purchase, lease, merger, consolidation or otherwise, of
the business, stock or assets of any corporation, partnership, firm or
association.

         7.10 Compliance with Laws. This Plan, the granting and vesting of
Options under this Plan and the issuance and delivery of shares of Common Stock
under this Plan or under Options hereunder are subject to compliance with all
applicable federal and state laws, rules and regulations (including but not
limited to state and federal securities law and federal margin requirements) and
to such approvals by any listing, regulatory or governmental authority as may,
in the opinion of counsel for the Company, be necessary or advisable in
connection therewith. Any securities delivered under this Plan shall be subject
to such restrictions, and the person acquiring such securities shall, if
requested by the Company, provide such assurances and representations to the
Company as the Company may deem necessary or desirable to assure compliance with
all applicable legal requirements. To the extent permitted by applicable law,
the Plan or Option granted hereunder shall be deemed amended to the extent
necessary to conform to such laws, rules and regulations.

         7.11 Titles. Titles are provided herein for convenience only and are
not to serve as a basis for interpretation or construction of this Plan.

         7.12 Governing Law. This Plan and any agreements hereunder shall be
administered, interpreted and enforced under the internal laws of the State of
Nevada without regard to conflicts of laws thereof.

                                       15