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                                                                  Exhibit 4.11



                              DIRECT CONNECT, INC.

                             1997 STOCK OPTION PLAN

                           EFFECTIVE SEPTEMBER 1, 1997

                                   ARTICLE 1.

                               GENERAL PROVISIONS

     1.1. PURPOSE OF THE PLAN

          This 1997 Stock Option Plan (the "Plan") is intended to promote the
interests of Direct Connect, Inc., a Utah corporation (the "Corporation"), by
providing eligible persons with the opportunity to acquire or increase their
proprietary interest in the Corporation as an incentive for them to remain in
the Service of the Corporation.

          Capitalized terms shall have the meanings assigned to such terms in
the attached Appendix.

     1.2. ADMINISTRATION OF THE PLAN

          a. The Plan shall be administered by the Board or, to the extent
required under applicable Stock Exchange requirements or if desired by the
Board, a committee of the Board. If administered by a committee, the Primary
Committee shall have sole and exclusive authority to administer the Plan with
respect to Section 16 Insiders. The authority to administer the Plan with
respect to persons other than Section 16 Insiders may be vested in either the
Primary Committee or a Secondary Committee, as determined by the Board.

          b. Members of the Primary Committee or any Secondary Committee shall
serve for such period of time as the Board may determine and may be removed by
the Board at any time. The Board may terminate the functions of any Secondary
Committee at any time and delegate all powers and authority previously delegated
to such committee to the Primary Committee. To the extent committee
administration is no longer required by applicable law, regulation, or Stock
Exchange requirement, the Board may also terminate the functions of any
committee at any time and reassume all powers and authority previously delegated
to such committee.

          c. Each Plan Administrator shall, within the scope of its
administrative functions under the Plan, have full power and authority to
establish such rules and regulations as it may deem appropriate for proper
administration of the Plan and to make such

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determinations under, and issue such interpretations of, the provisions of the
Plan and any outstanding options thereunder as it may deem necessary or
advisable. Decisions of the Plan Administrator within the scope of its
administrative functions under the Plan shall be final and binding on all
parties who have an interest in the Plan under its jurisdiction or any option
thereunder.

          d. Service on the Primary Committee or the Secondary Committee
shall constitute service as a Board member, and members of each such
committee shall accordingly be entitled to full indemnification and
reimbursement as Board members for their service on such committee. No member
of the Primary Committee or the Secondary Committee shall be liable for any
act or omission made in good faith with respect to the Plan or any option
grants under the Plan.

          e. Each Plan Administrator shall, within the scope of its
administrative jurisdiction under the Plan, have full authority (subject to
the provisions of the Plan) to determine which eligible persons are to
receive option grants, the time or times when such option grants are to be
made, the number of shares to be covered by each such grant, the status of
the granted option as either an Incentive Option or a Non-Statutory Option,
the time or times at which each option is to become exercisable, the vesting
schedule (if any) applicable to the option shares, the acceleration of such
vesting schedule, the maximum term for which the option is to remain
outstanding, whether the option shares shall be subject to rights of
repurchase and/or rights of first refusal, and all other terms and conditions
of the option grants.

     1.3. ELIGIBILITY

          The following persons shall be eligible to participate in the Plan:

          a.   Employees,

          b.   non-employee members of the Board or the board of directors of
     any Parent or Subsidiary, and

          c.   consultants and other independent advisors who provide Services
     to the Corporation or any Parent or Subsidiary.

     1.4. STOCK SUBJECT TO THE PLAN

          a. The stock issuable under the Plan shall be shares of authorized but
unissued Common Stock, including shares repurchased by the Corporation on the
open market. The maximum number of shares of Common Stock which may be issued
over the term of the Plan shall not exceed 6,000 shares, which number of shares
may be changed from time to time in accordance with Article 3.4 below.

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          b. Shares of Common Stock subject to outstanding options shall be
available for subsequent issuance under the Plan to the extent (i) the options
expire or terminate for any reason prior to exercise in full or (ii) the options
are cancelled in accordance with the cancellation-regrant provisions of Article
2.4. However, should the Exercise Price be paid with shares of Common Stock or
should shares of Common Stock otherwise issuable under the Plan be withheld by
the Corporation in satisfaction of the withholding taxes incurred in connection
with the exercise of an option under the Plan, then the number of shares of
Common Stock available for issuance under the Plan shall be reduced by the gross
number of shares for which the option is exercised, and not by the net number of
shares of Common Stock issued to the holder of such option.

          c. Should any change be made to the Common Stock by reason of any
stock split, stock dividend, recapitalization, combination of shares,
exchange of shares or other change affecting the outstanding Common Stock as
a class without the Corporation's receipt of consideration, appropriate
adjustments shall be made to (i) the maximum number and/or class of
securities issuable under the Plan, (ii) the number and/or class of
securities for which any one person may be granted options per calendar year,
and (iii) the number and/or class of securities and the Exercise Price in
effect under each outstanding option in order to prevent the dilution or
enlargement of benefits thereunder. The adjustments determined by the Plan
Administrator shall be final, binding and conclusive.

                                   ARTICLE 2.
                              OPTION GRANT PROGRAM

     2.1. OPTION TERMS

          Each option shall be evidenced by one or more documents in the form
approved by the Plan Administrator; provided, however, that each such document
shall comply with the terms specified below. Each document evidencing an
Incentive Option shall, in addition, be subject to the provisions of Article 2.2
of the Plan, below.

          a.   EXERCISE PRICE

               (1) The Exercise Price shall be fixed by the Plan Administrator
but shall not be less than one hundred percent (100%) of the Fair Market Value
per share of Common Stock on the Grant Date.

               (2) The Exercise Price shall become immediately due upon exercise
of the option and shall, subject to the documents evidencing the option, be
payable in one or more of the forms specified below, as determined by the
Administrator:

                    (a)  cash or check made payable to the Corporation,

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                    (b)  a promissory note, payable to the Corporation, but only
     to the extent authorized by the Plan Administrator pursuant to Article 3.1
     of the Plan,

                    (c) shares of Common Stock held for the requisite period
     necessary to avoid a charge to the Corporation's earnings for financial
     reporting purposes and valued at Fair Market Value on the Exercise Date, or

                    (d) if available at the time of exercise, through a special
     sale and remittance procedure pursuant to which the Optionee shall
     concurrently provide irrevocable written instructions to (a) a
     Corporation-designated brokerage firm to effect the immediate sale of the
     Purchased Shares and remit to the Corporation, out of the sale proceeds
     available on the settlement date, sufficient funds to cover the aggregate
     Exercise Price payable for the Purchased Shares plus all applicable
     federal, state and local income and employment taxes required to be
     withheld by the Corporation by reason of such exercise and (b) the
     Corporation to deliver the certificates for the Purchased Shares directly
     to such brokerage firm in order to complete the sale.

          Except to the extent such sale and remittance procedure is utilized,
payment of the Exercise Price for the Purchased Shares must be made on the
Exercise Date.

          b.   EXERCISE AND TERM OF OPTIONS.  Each option shall be exercisable
at such time or times, during such period and for such number of shares as shall
be determined by the Plan Administrator and set forth in the documents
evidencing the option.

          c.   EFFECT OF TERMINATION OF SERVICE

               (1) The following provisions shall govern the exercise of any
options held by the Optionee at the time of cessation of Service:

                    (a) Any option outstanding at the time of the Optionee's
     cessation of Service for any reason except death, Permanent Disability or
     Misconduct shall remain exercisable for a three (3) month period
     thereafter, provided no option shall be exercisable after the Expiration
     Date.

                    (b) Any option outstanding at the time of the Optionee's
     cessation of Service due to death or Permanent Disability shall remain
     exercisable for a twelve (12) month period thereafter, provided no option
     shall be exercisable after the Expiration Date. Subject to the foregoing,
     any option exercisable in whole or in part by the Optionee at the time of
     death may be exercised subsequently by the personal representative of the
     Optionee's estate or by the person or persons to whom the option is
     transferred pursuant to the Optionee's will or in accordance with the laws
     of descent and distribution.

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                    (c) Should the Optionee's Service be terminated for
     Misconduct, then all outstanding options held by the Optionee shall
     terminate immediately and cease to be outstanding.

                    (d) The option shall, immediately upon the Optionee's
     cessation of Service, terminate and cease to be outstanding to the extent
     the option is not otherwise at that time exercisable. During the applicable
     post-Service exercise period, the option may not be exercised in the
     aggregate for more than the number of shares for which the option is
     exercisable on the date of the Optionee's cessation of Service. Upon the
     expiration of the applicable exercise period or (if earlier) upon the
     Expiration Date, the option shall terminate and cease to be outstanding for
     any shares for which the option has not been exercised.

               (2) Notwithstanding the foregoing, the Plan Administrator shall
have the discretion, exercisable either at the time an option is granted or at
any time while the option remains outstanding, to:

                    (a) extend the period of time for which the option is to
     remain exercisable following the Optionee's cessation of Service from the
     period otherwise in effect for that option to such greater period of time
     as the Plan Administrator shall deem appropriate, but in no event beyond
     the Expiration Date, and/or

                    (b) permit the option to be exercised, during the applicable
     post-Service exercise period, not only with respect to the number of shares
     of Common Stock for which such option is exercisable at the time of the
     Optionee's cessation of Service but also with respect to one or more
     additional shares that would have vested under the option had the Optionee
     continued in Service.

          d. STOCKHOLDER RIGHTS. The holder of an option shall have no
stockholder rights with respect to the shares subject to the option until such
person shall have exercised the option, paid the Exercise Price, and become a
holder of record of the Purchased Shares.

          e. LIMITED TRANSFERABILITY OF OPTIONS. During the lifetime of the
Optionee, Incentive Options may be exercised only by the Optionee, and shall not
be assignable or transferable except by will or the laws of descent and
distribution following the Optionee's death. Non-Statutory Options may be
assigned or transferred in whole or in part only (i) during the Optionee's
lifetime if in connection with the Optionee's estate plan to one or more members
of the Optionee's immediate family (spouse and children) or to a trust
established exclusively for the benefit of one or more such immediate family
members, or (ii) by will or the laws of descent and distribution following the
Optionee's death. The assigned portion may only be exercised by the person or
persons who acquire a proprietary interest in the option pursuant to the
assignment. The terms applicable to the assigned portion shall be the same as

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those in effect for the option immediately prior to such assignment and shall be
set forth in such documents issued to the assignee as the Plan Administrator may
deem appropriate.

     2.2. INCENTIVE OPTIONS

          The terms specified below shall apply to all Incentive Options. Except
as modified by the provisions of this Article 2.2, all the provisions of this
Plan shall apply to Incentive Options. Options specifically designated as
Non-Statutory Options when issued under the Plan shall NOT be subject to the
terms of this Article 2.2.

          a.   ELIGIBILITY.  Incentive Options may only be granted to
Employees.

          b.   EXERCISE PRICE.  The Exercise Price shall not be less than one
hundred percent (100%) of the Fair Market Value per share of Common Stock on
the Grant Date.

          c. DOLLAR LIMITATION. The aggregate Fair Market Value of the shares of
Common Stock (determined as of the respective date or dates of grant) for which
one or more options granted to any Employee under the Plan (or any other option
plan of the Corporation or any Parent or Subsidiary) may for the first time
become exercisable as Incentive Options during any one (1) calendar year shall
not exceed the sum of One Hundred Thousand Dollars ($100,000). To the extent the
Employee holds two (2) or more such options which become exercisable for the
first time in the same calendar year, the foregoing limitation on the
exercisability of such options as Incentive Options shall be applied in the
order in which such options are granted.

          d. 10% STOCKHOLDER. If an Employee to whom an Incentive Option is
granted is a 10% Stockholder, then the Exercise Price shall not be less than one
hundred ten percent (110%) of the Fair Market Value per share of Common Stock on
the Grant Date, and the option term shall not exceed five (5) years measured
from the Grant Date.

          e. HOLDING PERIOD. Shares purchased pursuant to an option shall cease
to qualify for favorable tax treatment as Incentive Option Shares if and to the
extent Optionee disposes of such shares within two (2) years of the Grant Date
or within one (1) year of Optionee's purchase of said shares.

     2.3. CORPORATE TRANSACTION/CHANGE IN CONTROL

          a. In the event of any Corporate Transaction, the Plan Administrator
shall have the sole discretion to elect that any outstanding option shall
automatically accelerate so that such option shall, immediately prior to the
effective date of the Corporate Transaction, becomes fully exercisable for all
or a greater portion of the shares of Common Stock at the time subject to such
option. The Plan Administrator's discretion under this Article 2.3.a. shall

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be exercisable either at the time the option is granted or at any time while the
option remains outstanding.

          b. Each option which is assumed in connection with a Corporate
Transaction shall be appropriately adjusted, immediately after such Corporate
Transaction, to apply to the number and class of securities that would have
been issuable to the Optionee in consummation of such Corporate Transaction
had the option been exercised immediately prior to such Corporate
Transaction. Appropriate adjustments shall also be made to (i) the number and
class of securities available for issuance under the Plan following the
consummation of such Corporate Transaction, (ii) the exercise price payable
per share under each outstanding option, provided the aggregate exercise
price payable for such securities shall remain the same and (iii) the maximum
number of securities and/or class of securities for which any one person may
be granted stock options.

          c. The Plan Administrator shall have the discretion, exercisable at
the time the option is granted or at any time while the option remains
outstanding, to provide for the automatic acceleration of any options assumed or
replaced in a Corporate Transaction that do not otherwise accelerate at that
time in the event the Optionee's Service should subsequently terminate by reason
of an Involuntary Termination within eighteen (18) months following the
effective date of such Corporate Transaction. Any options so accelerated shall
remain exercisable for shares until the earlier of (i) the expiration of the
option term or (ii) the expiration of the one (1)-year period measured from the
effective date of the Involuntary Termination.

          d. The Plan Administrator shall have the discretion, exercisable
either at the time the option is granted or at any time while the option remains
outstanding, to (i) provide for the automatic acceleration of one or more
outstanding options upon the occurrence of a Change in Control or (ii) condition
any such option acceleration upon the subsequent Involuntary Termination of the
Optionee's Service within a specified period (not to exceed eighteen (18)
months) following the effective date of such Change in Control. Any options
accelerated in connection with a Change in Control shall remain fully
exercisable until the expiration of the option term.

          e. The portion of any Incentive Option accelerated in connection with
a Corporate Transaction or Change in Control shall remain exercisable as an
Incentive Option only to the extent the applicable One Hundred Thousand Dollar
($100,000) limitation is not exceeded. To the extent such dollar limitation is
exceeded, the accelerated portion of such option shall be exercisable as a
Non-Statutory Option under the federal tax laws.

          f. The grant of options under the Plan shall in no way affect the
right of the Corporation to adjust, reclassify, reorganize or otherwise change
its capital or business structure or to merge, consolidate, dissolve, liquidate
or sell or transfer all or any part of its business or assets.

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     2.4.   CANCELLATION AND REGRANT OF OPTIONS

          The Plan Administrator shall have the authority to effect, with the
consent of the Optionee, the cancellation of any outstanding options and to
grant in substitution new options covering the same or different number of
shares of Common Stock, but with an exercise price per share based on the Fair
Market Value per Share of Common Stock on the new Grant Date.

                                   ARTICLE 3.
                                  MISCELLANEOUS

     3.1. FINANCING

          The Plan Administrator may permit any Optionee to pay the option
Exercise Price by delivering a promissory note payable in one or more
installments. The terms of any such promissory note (including the interest rate
and the terms of repayment) shall be established by the Plan Administrator in
its sole discretion. In all events, the maximum credit available to the Optionee
may not exceed the sum of (i) the aggregate option Exercise Price payable for
the Purchased Shares plus (ii) the amount of any federal, state and local income
and employment tax liability incurred by the Optionee in connection with the
option exercise.

     3.2. TAX WITHHOLDING

          a. The Corporation's obligation to deliver shares of Common Stock upon
the exercise of options under the Plan shall be subject to the satisfaction of
all applicable federal, state and local income and employment tax withholding
requirements.

          b. The Plan Administrator may, in its discretion, provide any or all
holders of Non-Statutory Options under the Plan with the right to use shares of
Common Stock in satisfaction of all or part of the Taxes incurred by such
holders in connection with the exercise of their options. Such right may be
provided to any such holder in either or both of the following formats:

               (1) STOCK WITHHOLDING: The election to have the Corporation
     withhold, from the shares of Common Stock otherwise issuable upon the
     exercise of such Non-Statutory Option, a portion of those shares with an
     aggregate Fair Market Value equal to the percentage of the Taxes (not to
     exceed one hundred percent (100%)) designated by the holder.

               (2)  STOCK DELIVERY:  The election to deliver to the Corporation,
     at the time the Non-Statutory Option is exercised, one or more shares of
     Common Stock previously acquired by such holder (other than in connection
     with the option exercise

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     triggering the Taxes) with an aggregate Fair Market Value equal to the
     percentage of the Taxes (not to exceed one hundred percent (100%))
     designated by the holder.

     3.3. EFFECTIVE DATE AND TERM OF THE PLAN

          a. The Plan shall become effective on the Plan Effective Date.
However, no shares shall be issued under the Plan pursuant to Incentive Options
until the Plan is approved by the Corporation's stockholders. If such
stockholder approval is not obtained within twelve (12) months after the Plan
Effective Date, then all Incentive Options previously granted under this Plan
shall automatically convert into Non-Statutory Options.

          b. The Plan shall terminate upon the earliest of (i) August 31, 2007,
(ii) the date on which all shares available for issuance under the Plan shall
have been issued, or (iii) the termination of all outstanding options in
connection with a Corporate Transaction. Upon such Plan termination, all
outstanding options shall continue to have force and effect in accordance with
the provisions of the documents evidencing such options.

     3.4. AMENDMENT OF THE PLAN

          a. The Board shall have complete and exclusive power and authority to
amend or modify the Plan in any or all respects, or to cancel any grants made
thereunder; provided, however, that no such amendment, modification, or
cancellation shall adversely affect any rights and obligations with respect to
options at the time outstanding under the Plan unless each affected Optionee
consents to such amendment, modification, or cancellation. In addition,
amendments to the Plan shall be subject to approval of the Corporation's
stockholders to the extent required by applicable laws, regulations, or Stock
Exchange requirements.

          b. Options to purchase shares of Common Stock may be granted under the
Plan that are in each instance in excess of the number of shares then available
for issuance under the Plan, provided any excess shares actually issued are held
in escrow until there is obtained Board approval (and shareholder approval if
required by applicable laws, regulations, or Stock Exchange requirements) of an
amendment sufficiently increasing the number of shares of Common Stock available
for issuance under the Plan.

     3.5. USE OF PROCEEDS

          Any cash proceeds received by the Corporation from the sale of shares
of Common Stock under the Plan shall be used for general corporate purposes.

     3.6. REGULATORY APPROVALS


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          a. The implementation of the Plan, the granting of any option under
the Plan, and the issuance of any shares of Common Stock upon the exercise of
any option shall be subject to the Corporation's obtaining all approvals and
permits required by regulatory authorities having jurisdiction over the Plan and
the options and shares of Common Stock issued pursuant to the Plan.

          b. No shares of Common Stock shall be issued or delivered under the
Plan unless and until there shall have been compliance with all applicable
requirements of federal and state securities laws and all applicable listing
requirements of any Stock Exchange on which Common Stock is then listed for
trading.

     3.7. NO EMPLOYMENT/SERVICE RIGHTS

          Nothing in the Plan shall confer upon the Optionee any right to
continue in Service for any period of specific duration or interfere with or
otherwise restrict in any way the rights of the Corporation (or any Parent or
Subsidiary employing or retaining such person) or of the Optionee to terminate
such person's Service at any time for any reason, with or without cause.


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                                    APPENDIX

          The following definitions shall be in effect under the Plan and the
Plan Documents:

     1.   BOARD shall mean the Corporation's Board of Directors.

     2. CHANGE IN CONTROL shall mean a change in ownership or control of the
Corporation effected through either of the following transactions:

               (i) the acquisition, directly or indirectly, by any person or
     related group of persons (other than the Corporation or a person that
     directly or indirectly controls, is controlled by, or is under common
     control with, the Corporation), of beneficial ownership (within the meaning
     of Rule 13d-3 of the 1934 Act) of securities possessing more than fifty
     percent (50%) of the total combined voting power of the Corporation's
     outstanding securities pursuant to a tender or exchange offer made directly
     to the Corporation's stockholders, which the Board does not recommend such
     stockholders to accept, or

               (ii) a change in the composition of the Board over a period of
     thirty-six (36) consecutive months or less such that a majority of the
     Board members ceases, by reason of one or more contested elections for
     Board membership, to be comprised of individuals who either (A) have been
     Board members continuously since the beginning of such period or (B) 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 (A) who
     were still in office at the time the Board approved such election or
     nomination.

     3.   CODE shall mean the Internal Revenue Code of 1986, as amended.

     4.   COMMON STOCK shall mean the Corporation's common stock.

     5.   CORPORATE TRANSACTION shall mean either of the following
stockholder-approved transactions to which the Corporation is a party:

               (i) a sale, merger or consolidation in which securities
     possessing more than fifty percent (50%) of the total combined voting power
     of the Corporation's outstanding securities are transferred to a person or
     persons different from the persons holding those securities immediately
     prior to such transaction; or

               (ii) the sale, transfer or other disposition of all or
     substantially all of the Corporation's assets in complete liquidation or
     dissolution of the Corporation.

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     6.   CORPORATION shall mean Direct Connect, Inc., a Utah corporation,
and any corporate successor to all or substantially all of the assets or
voting stock of Direct Connect, Inc., which shall assume the Plan by
appropriate action.

     7.   ELIGIBLE DIRECTOR shall mean a non-employee Board member eligible
to participate in the Plan.

     8. EMPLOYEE shall mean an individual who is in the employ of the
Corporation (or any Parent or Subsidiary), subject to the control and direction
of the employer entity as to both the work to be performed and the manner and
method of performance.

     9. EXERCISE DATE shall mean the date on which the Corporation shall have
received written notice of the option exercise pursuant to the Stock Option
Exercise Notice and Purchase Agreement.

     10.  EXERCISE PRICE shall mean the exercise price per share as specified
in the Stock Option Grant.

     11.  EXPIRATION DATE shall mean the date on which the option expires as
specified in the Stock Option Grant.

     12. FAIR MARKET VALUE per share of Common Stock on any relevant date shall
be determined in accordance with the following provisions:

               (i) If the Common Stock is at the time listed on any Stock
     Exchange, then the Fair Market Value shall be the closing selling price per
     share of Common Stock on the date in question on the Stock Exchange
     determined by the Plan Administrator to be the primary market for the
     Common Stock. If there is no closing selling price for the Common Stock on
     the date in question, then the Fair Market Value shall be the closing
     selling price on the last preceding date for which such quotation exists.

               (ii) If the Common Stock is not listed on any Stock Exchange,
     then the Fair Market Value shall be determined by the Plan Administrator
     after taking into account such factors as the Plan Administrator shall deem
     appropriate.

     13. GRANT DATE shall mean the date on which the option is granted to
Optionee as specified in the Stock Option Grant.

     14. INCENTIVE OPTION shall mean an option which satisfies the requirements
of an "incentive stock option" under Code Section 422.

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     15.  INVOLUNTARY TERMINATION shall mean the termination of the Service of
any individual which occurs by reason of:

               (i)  such individual's involuntary dismissal or discharge by the
     Corporation for reasons other than Misconduct, or

               (ii) such individual's voluntary resignation following (A) a
     change in his or her position with the Corporation which materially reduces
     his or her level of responsibility, (B) a reduction in his or her level of
     compensation (including base salary, fringe benefits and participation in
     corporate-performance based bonus or incentive programs) by more than
     fifteen percent (15%) or (C) a relocation of such individual's place of
     employment by more than fifty (50) miles, provided and only if such change,
     reduction or relocation is effected by the Corporation without the
     individual's consent.

     16. MISCONDUCT shall mean the commission of any act of fraud, embezzlement
or dishonesty by the Optionee, any unauthorized use or disclosure by such person
of confidential information or trade secrets of the Corporation (or any Parent
or Subsidiary), or any other intentional misconduct by such person adversely
affecting the business or affairs of the Corporation (or any Parent or
Subsidiary) in a material manner. The foregoing definition shall not be deemed
to be inclusive of all the acts or omissions which the Corporation (or any
Parent or Subsidiary) may consider as grounds for the dismissal or discharge of
any Optionee or other person in the Service of the Corporation (or any Parent or
Subsidiary).

     17.  1933 ACT shall mean the Securities Act of 1933, as amended.

     18.  1934 ACT shall mean the Securities Exchange Act of 1934, as amended.

     19. NON-STATUTORY OPTION shall mean an option not intended to satisfy the
requirements of an "incentive stock option" under Code Section 422.

     20.  OPTIONEE shall mean any person to whom an option is granted under
Plan.

     21. OPTION SHARES shall mean the number of shares of Common Stock subject
to the option as specified in the Stock Option Grant.

     22. PARENT shall mean any corporation (other than the Corporation) in an
unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination, stock possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock in one or the other corporations
in such chain.

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     23. PERMANENT DISABILITY OR PERMANENTLY DISABLED shall mean the inability
of the Optionee to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment expected to result in death
or to be of continuous duration of twelve (12) months or more.

     24. PERMITTED TRANSFER shall mean (i) a gratuitous transfer of the
Purchased Shares, but only if Optionee obtains the Corporation's prior
written consent to such transfer, (ii) a transfer of title to the Purchased
Shares effected pursuant to Optionee's will or the laws of intestate
succession following Optionee's death, or (iii) a transfer to the Corporation
in pledge as a security for any purchase-money indebtedness incurred by
Optionee in connection with the acquisition of the Purchased Shares.

     25.  PLAN shall mean the Corporation's 1997 Stock Option Plan as set
forth herein.

     26. PLAN ADMINISTRATOR shall mean the particular entity, whether the
Board or a committee of the Board, which is authorized to administer the Plan
with respect to one or more classes of eligible persons, to the extent such
entity is carrying out its administrative functions under the Plan with
respect to the persons under its jurisdiction.

     27.  PLAN DOCUMENTS shall mean the Plan, the Stock Option Grant, and
Stock Option Exercise Notice and Purchase Agreement, collectively.

     28. PLAN EFFECTIVE DATE shall mean September 1, 1997, the date on which
the Plan was adopted by the Board.

     29. PRIMARY COMMITTEE shall mean the committee of two (2) or more
non-employee Board members (as defined in the regulations to Section 16 of
the 1934 Act) appointed by the Board to administer the Plan with respect to
Section 16 Insiders.

     30. PURCHASED SHARES shall mean the shares purchased upon exercise of
the Option pursuant to the Stock Option Exercise Notice and Purchase
Agreement.

     31.  SEC shall mean the Securities and Exchange Commission.

     32. SECONDARY COMMITTEE shall mean a committee of two (2) or more Board
members appointed by the Board to administer the Plan with respect to
eligible persons other than Section 16 Insiders.

     33. SECTION 16 INSIDER shall mean an officer or director of the
Corporation subject to the short-swing profit liabilities of Section 16 of
the 1934 Act.

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     34. SERVICE shall mean the performance of services to the Corporation
(or any Parent or Subsidiary) by a person in the capacity of an Employee, a
non-employee member of the board of directors or a consultant or independent
advisor.

     35. STOCK EXCHANGE shall mean either the American Stock Exchange, the
New York Stock Exchange, or another regional stock exchange or the Nasdaq
Stock Market.

     36. STOCK OPTION EXERCISE NOTICE AND PURCHASE AGREEMENT shall mean the
agreement of said title in substantially the form of Exhibit A to the Stock
Option Grant, pursuant to which Optionee gives notice of his intent to
exercise the option.

     37. STOCK OPTION GRANT shall mean the Stock Option Grant document,
pursuant to which Optionee has been informed of the terms of the option
granted under the Plan.

     38. SUBSIDIARY shall mean any corporation (other than the Corporation)
in an unbroken chain of corporations beginning with the Corporation, provided
each corporation (other than the last corporation) in the unbroken chain
owns, at the time of the determination, stock possessing fifty percent (50%)
or more of the total combined voting power of all classes of stock in one of
the other corporations in such chain.

     39. TAXES shall mean the Federal, state and local income and employment tax
liabilities incurred by the holder of Non-Statutory Options in connection with
the exercise of those options.

     40. 10% STOCKHOLDER shall mean the owner of stock (as determined under Code
Section 424(d)) possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Corporation (or any Parent or
Subsidiary).





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