Exhibit 10.5


                                VERSATILITY INC.

                      1998 NON-QUALIFIED STOCK OPTION PLAN


         1. Purpose. This 1998 Non-Qualified Stock Option Plan (the "Plan") is
intended to provide incentives to new officers, employees and consultants of
Versatility Inc. (the "Company"), and of any present or future subsidiary of the
Company ("Related Corporations") by providing them with opportunities to
purchase stock in the Company pursuant to options ("Non-Qualified Options" or
"Options") granted hereunder which do not qualify as "incentive stock options"
("ISOs") under Section 422(b) of the Internal Revenue Code (the "Code"). The
Plan is not intended to provide Option grants to any person who is an officer or
director of the Company or Related Corporations, unless such grant is an
inducement essential to such person's entering into one or more employment
agreements with the Company as a new employee.

         2.       Administration of the Plan.

                  A. Board or Committee Administration. The Plan shall be
         administered by the Board of Directors of the Company (the "Board") or,
         subject to paragraph 2(D) (relating to compliance with Section 162(m)
         of the Code), by a committee appointed by the Board (the "Committee").
         Hereinafter, all references in this Plan to the "Committee" shall mean
         the Board if no Committee has been appointed. Subject to ratification
         of the grant or authorization of each Option by the Board (if so
         required by applicable state law), and subject to the terms of the
         Plan, the Committee shall have the authority to (i) determine to whom,
         from among the class of individuals and entities eligible under
         paragraph 3 to receive Options, Options may be granted; (ii) determine
         the time or times at which Options shall be granted; (iii) determine
         the option price of shares subject to each Option, which price shall
         not be less than the minimum price specified in paragraph 6; (iv)
         determine (subject to paragraph 7) the time or times when each Option
         shall become exercisable and the duration of the exercise period; (v)
         determine whether restrictions such as repurchase options are to be
         imposed on shares subject to Options and the nature of such
         restrictions, if any, and (vi) interpret the Plan and prescribe and
         rescind rules and regulations relating to it. The Committee shall take
         whatever actions it deems necessary, under Section 422 of the Code and
         the regulations promulgated thereunder, to ensure that no Option issued
         hereunder is treated as an ISO. The interpretation and construction by
         the Committee of any provisions of the Plan or of any Option granted
         under it shall be final unless otherwise determined by the Board. The
         Committee may from time to time adopt such rules and regulations for
         carrying out the Plan as it may deem advisable. No member of the Board
         or the Committee shall be liable for any action or determination made
         in good faith with respect to the Plan or any Option granted under it.

                  B. Committee Actions. The Committee may select one of its
         members as its chairman, and shall hold meetings at such time and
         places as it may determine. A

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         majority of the Committee shall constitute a quorum and acts by a
         majority of the members of the Committee, or acts reduced to or
         approved in writing by a majority of the members of the Committee (if
         consistent with applicable state law), shall constitute the valid acts
         of the Committee. From time to time the Board may increase the size of
         the Committee and appoint additional members thereof, remove members
         (with or without cause) and appoint new members in substitution
         therefor, fill vacancies however caused, or remove all members of the
         Committee and thereafter directly administer the Plan.

                  C. Grant of Options to Board Members. Options may be granted
         to members of the Board. All grants of Options to members of the Board
         shall in all respects be made in accordance with the provisions of this
         Plan applicable to other eligible persons. Members of the Board who
         either (i) are eligible to receive grants of Options pursuant to the
         Plan or (ii) have been granted Options may vote on any matters
         affecting the administration of the Plan or the grant of any Options
         pursuant to the Plan, except that no such member shall act upon the
         granting to himself or herself of Options, but any such member may be
         counted in determining the existence of a quorum at any meeting of the
         Board during which action is taken with respect to the granting to such
         member of Options.

                  D. Performance-Based Compensation. Subject to the provisions
         of any Agreement (as defined below) relating to an Option. The Board,
         in its discretion, may take such action as may be necessary to ensure
         that Options granted under the Plan qualify as "qualified
         performance-based compensation" within the meaning of Section 162(m) of
         the Code and applicable regulations promulgated thereunder
         ("Performance-Based Compensation"), which action may include, in the
         Board's discretion, some or all of the following (i) if the Board
         determines that Options granted under the Plan generally shall
         constitute Performance-Based Compensation, the Plan shall be
         administered, to the extent required for such Options to constitute
         Performance-Based Compensation, by a Committee consisting solely of two
         or more "outside directors" (as defined in applicable regulations
         promulgated under Section 162(m) of the Code), (ii) if any
         Non-Qualified Options with an exercise price less than the fair market
         value per share of Common Stock are granted under the Plan and the
         Board determines that such Options should constitute Performance-Based
         Compensation, such options shall be made exercisable only upon the
         attainment of a pre-established, objective performance goal established
         by the Committee, and such grant shall be submitted for, and shall be
         contingent upon shareholder approval and (iii) Options granted under
         the Plan may be subject to such other terms and conditions as are
         necessary for compensation recognized in connection with the exercise
         or disposition of such Option or the disposition of Common Stock
         acquired pursuant to such Option, to constitute Performance-Based
         Compensation.

         3. Eligible Employees and Others. Non-Qualified Options may be granted
to: (a) any employee or consultant of the Company or any Related Corporation who
is not an officer of the Company on the date of such grant; or (b) any new
officer of the Company, if such grant is an inducement essential to the
individuals entering into one or more employment agreements with the Company as
a new employee. The Committee may take into consideration a recipient's

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individual circumstances in determining whether to grant an Option. The granting
of any Option to any individual or entity shall neither entitle such grantee to,
nor disqualify such grantee from, participation in any other grant of Options.

         4. Stock. The stock subject to Options shall be authorized but unissued
shares of Common Stock of the Company, par value $.01 per share (the "Common
Stock"), or shares of Common Stock reacquired by the Company in any manner. The
aggregate number of shares which may be issued pursuant to the Plan is
2,500,000, subject to adjustment as provided in paragraph 13. If any Option
granted under the Plan shall expire or terminate for any reason without having
been exercised in full or shall cease for any reason to be exercisable in whole
or in part or shall be repurchased by the Company, the shares of Common Stock
subject to such Option shall again be available for grants of Options under the
Plan.

         No employee of the Company or any Related Corporation may be granted
Options to acquire, in the aggregate, more than 1,125,000 of shares of Common
Stock under the Plan. If any Option granted under the Plan shall expire or
terminate for any reason without having been exercised in full or shall cease
for any reason to be exercisable in whole or in part or shall be repurchased by
the Company, the shares of Common Stock subject to such Option shall be included
in the determination of the aggregate number of shares of Common Stock deemed to
have been granted to such employee under the Plan.

         5. Granting of Options. Options may be granted under the Plan at any
time on or after April 14, 1998 and prior to April 14, 2008. The date of grant
of an Option under the Plan will be the date specified by the Committee at the
time it grants the Option; provided, however, that such date shall not be prior
to the date on which the Committee acts to approve the grant.

         6.       Minimum Option Price.

         Subject to paragraph 2(D) (relating to compliance with Section 162(m)
of the Code), the exercise price per share specified in the agreement relating
to each Non-Qualified Option granted under the Plan (the "Agreement"), may be
less than the fair market value of the Common Stock of the Company on the date
of grant, but shall in no event be less than the minimum legal consideration
required therefor under the laws of any jurisdiction in which the Company or its
successors in interest may be organized.

         7. Option Duration. Subject to earlier termination as provided in
paragraphs 9 and 10 or as specified in the Agreement relating to such Option,
each Option shall expire on the date specified by the Committee, but not more
than ten years from the date of grant.

         8. Exercise of Option. Subject to the provisions of paragraphs 9
through 12, each Option granted under the Plan shall be exercisable as follows:

                  A. Vesting.  The Option shall either be fully exercisable on
         the date of grant or shall become exercisable thereafter in such
         installments as the Committee may specify.

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                  B. Full Vesting of Installments. Once an installment becomes
         exercisable it shall remain exercisable until expiration or termination
         of the Option, unless otherwise specified by the Committee.

                  C. Partial Exercise.  Each Option or installment may be
         exercised at any time or from time to time, in whole or in part, for up
         to the total number of shares with respect to which it is then
         exercisable.

                  D. Acceleration of Vesting. The Committee shall have the right
         to accelerate the date that any installment of any Option becomes
         exercisable.

         9. Termination of Business Relationship. Each Option may provide that
it shall terminate before its stated expiration date, upon terms specified by
the Committee, if the optionee ceases to be an employee, officer or director or
consultant of the Company, of any Related Corporation, or of the Company and all
Related Corporations (any such relationship hereinafter referred to as a
"Business Relationship with the Company"). Nothing in the Plan or any Option
granted hereunder shall be deemed to give any optionee the right to continue his
or her Business Relationship with the Company for any period of time.

         10.      Death; Disability.

                  A. Death. Unless otherwise specified by the Committee, if an
         optionee's Business Relationship with the Company terminates by reason
         of death, his or her Option may be exercised, to the extent of the
         number of shares with respect to which such optionee could have
         exercised it on the date of such optionee's death, by such optionee's
         estate, personal representative or beneficiary who has acquired the
         Option by will or by the laws of descent and distribution, at any time
         prior to the earlier of the specified expiration date of the Option or
         180 days from the date of death.

                  B. Disability. Unless otherwise specified by the Committee, if
         an optionee's Business Relationship with the Company terminates by
         reason of such optionee's disability, such optionee shall have the
         right to exercise his or her Option, to the extent of the number of
         shares with respect to which such optionee could otherwise have
         exercised it on the date his or her Business Relationship with the
         Company terminated, at any time prior to the earlier of the specified
         expiration date of the Option or 180 days from the date of the
         termination of the optionee's Business Relationship with the Company.
         Unless otherwise defined in an Agreement between the Company and the
         Optionee, the term "disability" shall mean "permanent and total
         disability" as defined in Section 22(e)(3) of the Code or any successor
         statute.

         11. Assignability. No Option shall be assignable or transferable by the
optionee except by will or by the laws of descent and distribution, and during
the lifetime of the optionee each Option shall be exercisable only by the
optionee.

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         12. Terms and Conditions of Options. Options shall be evidenced by
instruments (which need not be identical) in such forms as the Committee may
from time to time approve. Such instruments shall conform to the terms and
conditions set forth in paragraphs 6 through 11 hereof and may contain such
other provisions as the Committee deems advisable which are not inconsistent
with the Plan, including restrictions applicable to shares of Common Stock
issuable upon exercise of Options. The Committee may specify that any Option
shall be subject to the restrictions set forth herein or, consistent with
paragraph 7, to such other or additional termination and cancellation provisions
as the Committee may determine. The Committee may from time to time confer
authority and responsibility on one or more of its own members and/or one or
more officers of the Company to execute and deliver such instruments. The proper
officers of the Company are authorized and directed to take any and all action
necessary or advisable from time to time to carry out the terms of such
instruments.

         13. Adjustments. Upon the occurrence of any of the following events, an
optionee's rights with respect to Options granted to such optionee hereunder
shall be adjusted as hereinafter provided, unless otherwise specifically
provided in the Agreement between the optionee and the Company relating to such
Option:

                  A. Stock Dividends and Stock Splits. If the shares of Common
         Stock shall be subdivided or combined into a greater or smaller number
         of shares or if the Company shall issue any shares of Common Stock as a
         stock dividend on its outstanding Common Stock, the number of shares of
         Common Stock deliverable upon the exercise of Options shall be
         appropriately increased or decreased proportionately, and appropriate
         adjustments shall be made in the purchase price per share to reflect
         such subdivision, combination or stock dividend.

                  B. Consolidations or Mergers. If the Company is to be
         consolidated with or acquired by another entity in a merger or other
         reorganization in which the holders of the outstanding voting stock of
         the Company immediately preceding the consummation of such event,
         shall, immediately following such event, hold, as a group, less than a
         majority of the voting securities of the surviving or successor entity,
         or in the event of a sale of all or substantially all of the Company's
         assets or otherwise (each, an "Acquisition"), the Committee or the
         board of directors of any entity assuming the obligations of the
         Company hereunder (the "Successor Board"), shall, as to outstanding
         Options, either (i) make appropriate provision for the continuation of
         such Options by substituting on an equitable basis for the shares then
         subject to such Options either (a) the consideration payable with
         respect to the outstanding shares of Common Stock in connection with
         the Acquisition, (b) shares of stock of the surviving or successor
         corporation or (c) such other securities as the Successor Board deems
         appropriate, the fair market value of which shall not materially exceed
         the fair market value of the shares of Common Stock subject to such
         Options immediately preceding the Acquisition; or (ii) upon written
         notice to the optionees, provide that all Options must be exercised, to
         the extent then exercisable or to be exercisable as a result of the
         Acquisition, within a specified number of days of the date of such
         notice, at the end of which period the Options shall terminate; or
         (iii) terminate all Options in exchange for a cash payment equal to the
         excess of the fair market value of the

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         shares subject to such Options (to the extent then exercisable or to be
         exercisable as a result of the Acquisition) over the exercise price
         thereof.

                  C. Recapitalization or Reorganization. Except as otherwise
         provided in any Agreement and other than a transaction described in
         subparagraph B above, in the event of a recapitalization or
         reorganization of the Company pursuant to which securities of the
         Company or of another corporation are issued with respect to the
         outstanding shares of Common Stock, an optionee upon exercising an
         Option shall be entitled to receive for the purchase price paid upon
         such exercise the securities such optionee would have received if such
         optionee had exercised his or her Option prior to such recapitalization
         or reorganization.

                  D. Dissolution or Liquidation. In the event of the proposed
         dissolution or liquidation of the Company, the Committee shall, as to
         outstanding Option, either (i) upon written notice to the optionees,
         provide that all Options must be exercised, to the extent then
         exercisable or to be exercisable as a result of the liquidation or
         dissolution, within a specified number of days of the date of such
         notice, at the end of which period the Options shall terminate; or (ii)
         terminate all Options in exchange for a cash payment equal to the
         excess of the fair market value of the shares subject to such Options
         (to the extent then exercisable or to be exercisable as a result of the
         liquidation or dissolution) over the exercise price thereof.

                  E. Issuances of Securities. Except as expressly provided
         herein or in any Agreement, no issuance by the Company of shares of
         stock of any class, or securities convertible into shares of stock of
         any class, shall affect, and no adjustment by reason thereof shall be
         made with respect to, the number or price of shares subject to Options.

                  F. Fractional Shares. No fractional shares shall be issued
         under the Plan and the optionee shall receive from the Company cash in
         lieu of such fractional shares.

                  G. Adjustments. Upon the happening of any of the events
         described above, the class and aggregate number of shares set forth in
         paragraph 4 hereof that are subject to Options which previously have
         been or subsequently may be granted under the Plan shall also be
         appropriately and equitably adjusted to reflect the events described in
         such subparagraphs. The Committee or the Successor Board shall
         determine the specific adjustments to be made under this paragraph 13
         and, subject to paragraph 2, its determination shall be conclusive.

         14. Means of Exercising Options. An Option (or any part or installment
thereof) shall be exercised by giving written notice to the Company at its
principal office address, or to such transfer agent as the Company shall
designate. Such notice shall identify the Option being exercised and specify the
number of shares as to which such Option is being exercised, accompanied by full
payment of the purchase price therefor either (a) in United States dollars in
cash or by check, (b) at the discretion of the Committee, through delivery of
shares of Common Stock (or options to purchase Common Stock) having a fair
market value equal as of the date of

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the exercise to the cash exercise price of the Option, (c) at the discretion of
the Committee, by delivery of the optionee's non-recourse note secured by the
Option bearing interest payable not less than annually at no less than 100% of
the lowest applicable Federal rate, as defined in Section 1274(d) of the Code,
(d) at the discretion of the Committee and consistent with applicable law,
through the delivery of an assignment to the Company of a sufficient amount of
the proceeds from the sale of the Common Stock acquired upon exercise of the
Option and an authorization to the broker or selling agent to pay that amount to
the Company, which sale shall be at the participant's direction at the time of
exercise, or (e) at the discretion of the Committee, by any combination of (a),
(b), (c) and (d) above. The holder of an Option shall not have the rights of a
shareholder with respect to the shares covered by such Option until the date of
issuance of a stock certificate to such holder for such shares. Except as
expressly provided in any Agreement or above in paragraph 13 with respect to
changes in capitalization and stock dividends, no adjustment shall be made for
dividends or similar rights for which the record date is before the date such
stock certificate is issued.

         15. Term and Amendment of Plan. This Plan was adopted by the Board on
April 14, 1998. The Plan shall expire at the end of the day on April 14, 2008
(except as to Options outstanding on that date). The Board may terminate or
amend the Plan in any respect at any time. Except as otherwise provided in this
paragraph 15, in no event may action of the Board or stockholders alter or
impair the rights of an optionee, without his or her consent, under any Option
previously granted to such optionee.

         16. Application Of Funds. The proceeds received by the Company from the
sale of shares pursuant to Options granted under the Plan shall be used for
general corporate purposes.

         17. Withholding of Additional Income Taxes. Upon the grant or exercise
of an Option, the vesting or transfer of an Option pursuant to an arm's-length
transaction, the vesting or transfer of restricted stock or securities acquired
upon the exercise of an Option hereunder, or the making of a distribution or
other payment with respect to such stock or securities, the Company may withhold
taxes in respect of amounts that constitute compensation includible in gross
income. The Committee in its discretion may condition (i) the grant or exercise
of an Option, (ii) the transfer of an Option or (iii) the vesting or
transferability of restricted stock or securities acquired by exercising a
Option, on the optionee's making satisfactory arrangement for such withholding.
Such arrangement may include payment by the optionee in cash or by check of the
amount of the withholding taxes or, at the discretion of the Committee, by the
optionee's delivery of previously held shares of Common Stock or the withholding
from the shares of Common Stock otherwise deliverable upon exercise of a Option
shares having an aggregate fair market value equal to the amount of such
withholding taxes.

         18. Determination of Fair Market Value of Common Stock. Unless
otherwise provided in an Agreement, whenever it is necessary or desirable
hereunder to determine the fair market value of the Company's Common Stock, the
Committee shall make such determination in accordance with this Section. "Fair
Market Value" shall be determined as of the last business day for which the
prices or quotes discussed in this sentence are available prior to the date such
Option is granted and shall mean (i) the average of the high and low prices of
the Common Stock

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for the five prior business days on which the Common Stock was traded on the
principal national securities exchange on which the Common Stock is traded, if
the Common Stock is then traded on a national securities exchange; or (ii) the
average of the last reported sale prices of the Common Stock for the five prior
business days on which the Common Stock was traded on the Nasdaq National Market
or the Nasdaq SmallCap Market, as the case may be, if the Common Stock is not
then traded on a national securities exchange; or (iii) the closing bid price
(or average of bid prices) last quoted for the five prior business days on which
the Common Stock was traded by an established quotation service for
over-the-counter securities, if the Common Stock is not reported on the Nasdaq
National Market or the Nasdaq SmallCap Market, as the case may be. However, if
the Common Stock is not publicly traded at the time an Option is granted under
the Plan, "fair market value" shall be deemed to be the fair value of the Common
Stock (on that date) as determined by the Committee after taking into
consideration all factors which it deems appropriate, including, without
limitation, recent sale and offer prices of the Common Stock in private
transactions negotiated at arm's length.

         19. Governmental Regulation. The Company's obligation to sell and
deliver shares of the Common Stock under this Plan is subject to the approval of
any governmental authority required in connection with the authorization,
issuance or sale of such shares.

         Government regulations may impose reporting or other obligations on the
Company with respect to the Plan. For example, the Company may be required to
file tax information returns reporting the income received by optionees in
connection with the Plan.

         20. Governing Law. The validity and construction of the Plan and the
instruments evidencing Options shall be governed by the laws of State of
Delaware, or the laws of any jurisdiction in which the Company or its successors
in interest may be organized.

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