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                                                                   EXHIBIT 10.2

                  COOPERATIVE COMPUTING HOLDING COMPANY, INC.
                             1998 STOCK OPTION PLAN
                               (amended 6/14/99)


1. Purpose.

         Cooperative Computing Holding Company, Inc., a Texas corporation
(herein, together with its successors, referred to as the "Company"), by means
of this 1998 Stock Option Plan (the "Plan"), desires to afford certain
individuals and key employees of the Company and any subsidiary corporation
thereof now existing or hereafter formed or acquired (such subsidiary
corporations sometimes referred to herein as "Related Entities") who are
responsible for the continued growth of the Company an opportunity to acquire a
proprietary interest in the Company, and thus to create in such persons an
increased interest in and a greater concern for the welfare of the Company and
any Related Entities.

         The stock options described in Sections 6 and 7 (the "Options"), and
the shares of Common Stock (as hereinafter defined) acquired pursuant to the
exercise of such Options are a matter of separate inducement and are not in
lieu of any salary or other compensation for services. As used in the Plan, the
terms "parent corporation" and "subsidiary corporation" shall mean,
respectively, a corporation within the definition of such terms contained in
Sections 424(e) and 424(f), respectively, of the Internal Revenue Code of 1986,
as amended (the "Code").

2. Administration.

         The Plan shall be administered by the Option Committee, or any
successor thereto, of the Board of Directors of the Company (the "Board of
Directors"), or by any other committee appointed by the Board of Directors to
administer this Plan (the "Committee"); provided, the entire Board of Directors
may act as the Committee if it chooses to do so. The number of individuals that
shall constitute the Committee shall be determined from time to time by a
majority of all the members of the Board of Directors, and, unless that
majority of the Board of Directors determines otherwise, shall be no less than
two individuals. A majority of the Committee shall constitute a quorum (or if
the Committee consists of only two members, then both members shall constitute
a quorum), and subject to the provisions of Section 5,

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the acts of a majority of the members present at any meeting at which a quorum
is present, or acts approved in writing by all members of the Committee, shall
be the acts of the Committee. Whenever the Company shall have a class of equity
securities registered pursuant to Section 12 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), each member of the Committee shall be
required to be a "Non-Employee Director" within the meaning of Rule 16b-3, as
amended ("Rule 16b-3"), or other applicable rules under Section 16(b) of the
Exchange Act and the Committee shall administer the Plan so as to comply at all
times with the Exchange Act.

         The members of the Committee shall serve at the pleasure of the Board
of Directors, which shall have the power, at any time and from time to time, to
remove members from or add members to the Committee. Removal from the Committee
may be with or without cause. Any individual serving as a member of the
Committee shall have the right to resign from membership in the Committee by
written notice to the Board of Directors. The Board of Directors, and not the
remaining members of the Committee, shall have the power and authority to fill
vacancies on the Committee, however caused. The Board of Directors shall
promptly fill any vacancy that causes the number of members of the Committee to
be less than two or, if the Company has a class of equity securities registered
pursuant to Section 12 of the Exchange Act, any other number that Rule 16b-3
may require from time to time.

3. Shares Available.

         Subject to the adjustments provided in Section 11, the maximum
aggregate number of shares of common stock, par value $.000125 per share, of
the Company ("Common Stock") in respect of which Options may be granted for all
purposes under the Plan shall be 5,050,000 shares. The maximum aggregate number
of shares that may be granted under the Plan to any Key Employee or Eligible
Non-Employee shall be 500,000 shares. If, for any reason, any shares as to
which Options have been granted cease to be subject to purchase thereunder,
including the expiration of such Option, the termination of such Option prior
to exercise, or the forfeiture of such Option, such shares shall thereafter be
available for grants under the Plan. Options granted under the Plan may be
fulfilled in accordance with the terms of the Plan with (i) authorized and
unissued shares of the Common Stock, (ii) issued shares of such Common Stock
held in the Company's treasury, or (iii) issued shares of Common Stock
reacquired by the Company in each situation as the Board of Directors or the
Committee may determine from time to time.


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4. Eligibility and Bases of Participation.

         Grants of Incentive Options (as hereinafter defined) and Non-Qualified
Options (as hereinafter defined) may be made under the Plan, subject to and in
accordance with Section 6, to Key Employees; provided, however, that no grants
may be made to any officer or employee who either directly or beneficially
received founders' shares and any officer or employee who is a member of the
Board of Directors. As used herein, the term "Key Employee" shall mean any
employee of the Company or any Related Entity, including officers and directors
of the Company or any Related Entity who are also employees of the Company or
any Related Entity, who are regularly employed on a salaried basis and who are
so employed on the date of such grant, whom the Committee identifies as having
a direct and significant effect on the performance of the Company or any
Related Entity.

         Grants of Non-Qualified Options may be made, subject to and in
accordance with Section 7, to any Eligible Non-Employee. As used herein, the
term "Eligible Non-Employee" shall mean any person or entity of any nature
whatsoever, specifically including an individual, a firm, a company, a
corporation, a partnership, a trust, or other entity (collectively, a
"Person"), that the Committee designates as eligible for a grant of Options
pursuant to this Plan because such Person performs bona fide consulting,
advisory, or other services for the Company or any Related Entity (other than
services in connection with the offer or sale of securities in a
capital-raising transaction) and the Board of Directors or the Committee
determines that the Person has a direct and significant effect on the financial
development of the Company or any Related Entity.

         The adoption of this Plan shall not be deemed to give any Person a
right to be granted any Options.

5. Authority of Committee.

         Subject to and not inconsistent with the express provisions of the
Plan, the Code and, if applicable, Rule 16b-3, the Committee shall have plenary
authority to:

         a.       determine the Key Employees and Eligible Non-Employees to
                  whom Options shall be granted, the time when such Options
                  shall be granted, the number of Options, the purchase price
                  or exercise price of each Option, the period(s) during which
                  such Options shall be exercisable (whether in whole or in
                  part, including whether such Options shall become immediately
                  exercisable upon the consummation of a Change in Control),
                  the restrictions to be applicable to Options and all other
                  terms and provisions thereof (which need not be identical);


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         b.       require, as a condition to the granting of any Option, that
                  the Person receiving such Option agree not to sell or
                  otherwise dispose of such Option, any Common Stock acquired
                  pursuant to such Option, or any other "derivative security"
                  (as defined by Rule 16a-1(c) under the Exchange Act) for a
                  period of six months following the later of (i) the date of
                  the grant of such Option or (ii) the date when the exercise
                  price of such Option is fixed if such exercise price is not
                  fixed at the date of grant of such Option, or for such other
                  period as the Committee may determine;

         c.       provide an arrangement through registered broker-dealers
                  whereby temporary financing may be made available to an
                  optionee by the broker-dealer, under the rules and
                  regulations of the Board of Governors of the Federal Reserve,
                  for the purpose of assisting the optionee in the exercise of
                  an Option, such authority to include the payment by the
                  Company of the commissions of the broker-dealer;

         d.       provide the establishment of procedures for an optionee (i) to
                  have withheld from the total number of shares of Common Stock
                  to be acquired upon the exercise of an Option (other than an
                  Incentive Option) that number of shares having a Fair Market
                  Value which, together with such cash as shall be paid in
                  respect of fractional shares, shall equal the aggregate
                  exercise price under such Option for the number of shares then
                  being acquired (including the shares to be so withheld), and
                  (ii) to exercise a portion of an Option by delivering that
                  number of shares of Common Stock already owned by such
                  optionee having an aggregate Fair Market Value which shall
                  equal the partial Option exercise price and to deliver the
                  shares thus acquired by such optionee in payment of shares to
                  be received pursuant to the exercise of additional portions of
                  such Option, the effect of which shall be that such optionee
                  can in sequence utilize such newly acquired shares in payment
                  of the exercise price of the entire Option, together with such
                  cash as shall be paid in respect of fractional shares;
                  provided, however, that in the case of an Incentive Option, no
                  shares shall be used to pay the exercise price unless such
                  shares were not acquired through the exercise of an Incentive
                  Option or, if so acquired, have been held for more than two
                  years since the grant of such Option and for more than one
                  year since the exercise of such Option;

         e.       provide (in accordance with Section 14 or otherwise) the
                  establishment of a procedure whereby a number of shares of
                  Common Stock or other securities may be


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                  withheld from the total number of shares of Common Stock or
                  other securities to be issued upon exercise of an Option
                  (other than an Incentive Option) to meet the obligation of
                  withholding for income, social security and other taxes
                  incurred by an optionee upon such exercise or required to be
                  withheld by the Company or a Related Entity in connection
                  with such exercise;

         f.       prescribe, amend, modify and rescind rules and regulations
                  relating to the Plan;

         g.       make all determinations permitted or deemed necessary,
                  appropriate or advisable for the administration of the Plan,
                  interpret any Plan or Option provision, perform all other
                  acts, exercise all other powers, and establish any other
                  procedures determined by the Committee to be necessary,
                  appropriate, or advisable in administering the Plan or for
                  the conduct of the Committee's business. Any act of the
                  Committee, including interpretations of the provisions of the
                  Plan or any Option and determinations under the Plan or any
                  Option shall be final, conclusive and binding on all parties.

         The Committee may delegate to one or more of its members, or to one or
more agents, such administrative duties as it may deem advisable, and the
Committee or any Person to whom it has delegated duties as aforesaid may employ
one or more Persons to render advice with respect to any responsibility the
Committee or such Person may have under the Plan; provided, however, that
whenever the Company has a class of equity securities registered under Section
12 of the Exchange Act, the Committee may not delegate any duties to a member
of the Board of Directors who, if elected to serve on the Committee, would not
qualify as a "Non-Employee Director" to administer the Plan as contemplated by
Rule 16b-3, as amended, or other applicable rules under the Exchange Act. The
Committee may employ attorneys, consultants, accountants, or other Persons and
the Committee, the Company, and its officers and directors shall be entitled to
rely upon the advice, opinions, or valuations of any such Persons. No member or
agent of the Committee shall be personally liable for any action, determination
or interpretation made in good faith with respect to the Plan and all members
and agents of the Committee shall be fully protected by the Company in respect
of any such action, determination or interpretation.

                  6. Stock Options for Key Employees.

         Subject to the express provisions of this Plan, the Committee shall
have the authority to grant incentive stock options pursuant to Section 422 of
the Code ("Incentive Options"), to grant non-qualified stock options (options
which do not qualify under Section 422 of the Code) ("Non-Qualified


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Options"), and to grant both types of Options to Key Employees. No Incentive
Option shall be granted pursuant to this Plan after the earlier of ten years
from the date of adoption of the Plan or ten years from the date of approval of
the Plan by the stockholders of the Company. Incentive Options may be granted
only to Key Employees. The terms and conditions of the Options granted under
this Section 6 shall be determined from time to time by the Committee;
provided, however, that the Options granted under this Section 6 shall be
subject to all terms and provisions of the Plan (other than Section 7),
including the following:

         a.       Option Exercise Price. Subject to Section 4, the Committee
                  shall establish the Option exercise price at the time any
                  Option is granted at such amount as the Committee shall
                  determine; provided, that, in the case of an Incentive
                  Option, such price shall not be less than the Fair Market
                  Value per share of Common Stock at the date the Option is
                  granted; and provided, further, that in the case of an
                  Incentive Option granted to a person who, at the time such
                  Incentive Option is granted, owns shares of the Company or
                  any Related Entity which possess more than 10% of the total
                  combined voting power of all classes of shares of the Company
                  or of any Related Entity, the option exercise price shall not
                  be less than 110% of the Fair Market Value per share of
                  Common Stock at the date the Option is granted. The Option
                  exercise price shall be subject to adjustment in accordance
                  with the provisions of Section 11 of the Plan.

         b.       Payment. The price per share of Common Stock with respect to
                  each Option exercise shall be payable at the time of such
                  exercise. Such price shall be payable in cash or by any other
                  means acceptable to the Committee, including delivery to the
                  Company of shares of Common Stock owned by the optionee or by
                  the delivery or withholding of shares pursuant to a procedure
                  created pursuant to Section 5.d. of the Plan (but, with
                  respect to Incentive Options, subject to the limitations
                  described in such Section 5.d.). Shares delivered to or
                  withheld by the Company in payment of the Option exercise
                  price shall be valued at the Fair Market Value of the Common
                  Stock on the day preceding the date of the exercise of the
                  Option.

         c.       Exercisability of Stock Option. Unless otherwise determined
                  by the Committee at the time of grant, on September 30 of
                  each succeeding Plan Year, Options granted hereunder shall
                  become exercisable according to the vesting schedule set
                  forth below:


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                           (i) 10% of the Options shall have become exercisable
                           on the first anniversary of the last day of the Grant
                           Year and remain exercisable until the Options expire;

                           (ii) 20% of the Options shall have become exercisable
                           on the second anniversary of the last day of the
                           Grant Year and remain exercisable until the Options
                           expire;

                           (iii) 30% of the Options shall have become
                           exercisable on the third anniversary of the last day
                           of the Grant Year and remain exercisable until the
                           Options expire;

                           (iv) 65% of the Options shall have become exercisable
                           on the fourth anniversary of the last day of the
                           Grant Year and remain exercisable until the Options
                           expire; and

                           (v) 100% of the Options shall have become exercisable
                           on the fifth anniversary of the last day of the Grant
                           Year and remain exercisable until the Options expire.

                  Provided, however, that in the event of a Public Offering all
                  shares that were not exercisable at the time of the Public
                  Offering shall vest ratably over a period of years equal to
                  five (5) minus the number of complete years of vesting that
                  had occurred prior to the Public Offering.

                  No Option by its terms shall be exercisable after the
                  expiration of ten years from the date of grant of the Option,
                  unless, as to any Non-Qualified Option, otherwise expressly
                  provided in such Option; provided, however, that no Incentive
                  Option granted to a person who, at the time such Option is
                  granted, owns stock of the Company, or any Related Entity,
                  possessing more than 10% of the total combined voting power
                  of all classes of stock of the Company, or any Related
                  Entity, shall be exercisable after the expiration of five
                  years from the date such Option is granted.

         d.       Death. If any optionee's employment with the Company or a
                  Related Entity terminates due to the death of such optionee,
                  the estate of such optionee, or a Person who acquired the
                  right to exercise such Option by bequest or inheritance or by
                  reason of the death of the optionee, shall have the right to
                  exercise such Option in accordance with its terms at any time
                  and from time to time within 180 days after the date of death
                  unless a longer or shorter period is expressly provided in
                  such Option or established by the Committee pursuant to
                  Section 8 (but in no event after the expiration date of such
                  Option).


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         e.       Disability. If the employment of any optionee terminates
                  because of such optionee's Disability (as defined in Section
                  19), such optionee or such optionee's legal representative
                  shall have the right to exercise the Option in accordance
                  with its terms at any time and from time to time within 180
                  days after the date of such termination unless a longer or
                  shorter period is expressly provided in such Option or
                  established by the Committee pursuant to Section 8 (but not
                  after the expiration date of the Option); provided, however,
                  that in the case of an Incentive Option, the optionee or such
                  optionee's legal representative shall in any event be
                  required to exercise the Incentive Option within one year
                  after termination of the optionee's employment due to such
                  optionee's Disability.

         f.       Termination for Cause; Voluntary Termination. Unless an
                  optionee's Option expressly provides otherwise, such optionee
                  shall immediately forfeit all rights under his Option, except
                  as to the shares of stock already purchased thereunder, if
                  the employment of such optionee with the Company or a Related
                  Entity is terminated by the Company or any Related Entity for
                  Good Cause (as defined below) or if such optionee voluntarily
                  terminates employment without the consent of the Company or
                  any Related Entity. The determination that there exists Good
                  Cause for termination shall be made by the Option Committee
                  (unless otherwise agreed to in writing by the Company and the
                  optionee).

         g.       Other Termination of Employment. If the employment of an
                  optionee with the Company or a Related Entity terminates for
                  any reason other than those specified in subsections 6(d),
                  (e) or (f) above, such optionee shall have the right to
                  exercise his Option in accordance with its terms, within 30
                  days after the date of such termination, unless a longer or
                  shorter period is expressly provided in such Option or
                  established by the Committee pursuant to Section 8 (but not
                  after the expiration date of the Option); provided, that no
                  Incentive Option shall be exercisable more than three months
                  after such termination.

         h.       Maximum Exercise. The aggregate Fair Market Value of stock
                  (determined at the time of the grant of the Option) with
                  respect to which Incentive Options are exercisable for the
                  first time by an optionee during any calendar year under all
                  plans of the Company and any Related Entity shall not exceed
                  $100,000.


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         i.       Continuation of Employment. Each Incentive Option shall
                  require the optionee to remain in the continuous employ of
                  the Company or any Related Entity from the date of grant of
                  the Incentive Option until no more than three months prior to
                  the date of exercise of the Incentive Option.

7. Stock Option Grants to Eligible Non-Employees.

         Subject to the express provisions of this Plan, the Committee shall
have the authority to grant Non-Qualified Options (and not Incentive Options)
to Eligible Non-Employees; provided, however, that whenever the Company has any
class of equity securities registered pursuant to Section 12 of the Exchange
Act, no Eligible Non-Employee then serving on the Committee (or such other
committee then administering the Plan) shall be granted Options hereunder if
the grant of such Options would cause such Eligible Non-Employee to no longer
be a "Non-Employee Director" as set forth in Section 2 hereof. The terms and
conditions of the Options granted under this Section 7 shall be determined from
time to time by the Committee; provided, however, that the Options granted
under this Section 7 shall be subject to all terms and provisions of the Plan
(other than Section 6), including the following:

         a.       Option Exercise Price. Subject to Section 4, the Committee
                  shall establish the Option exercise price at the time any
                  Non-Qualified Option is granted at such amount as the
                  Committee shall determine. The Option exercise price shall be
                  subject to adjustment in accordance with the provisions of
                  Section 11 of the Plan.

         b.       Payment. The price per share of Common Stock with respect to
                  each Option exercise shall be payable at the time of such
                  exercise. Such price shall be payable in cash or by any other
                  means acceptable to the Committee, including delivery to the
                  Company of shares of Common Stock owned by the optionee or by
                  the delivery or withholding of shares pursuant to a procedure
                  created pursuant to Section 5.d. of the Plan. Shares
                  delivered to or withheld by the Company in payment of the
                  Option exercise price shall be valued at the Fair Market
                  Value of the Common Stock on the day preceding the date of
                  the exercise of the Option.

         c.       Exercisability of Stock Option. Subject to Section 8, each
                  Option shall be exercisable in one or more installments as the
                  Committee may determine at the time of the grant. No Option
                  shall be exercisable after the expiration of ten years from
                  the date of grant of the Option, unless otherwise expressly
                  provided in such Option.


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         d.       Death. If the retention by the Company or any Related Entity
                  of the services of any Eligible Non-Employee terminates
                  because of such Eligible Non-Employee's death, the estate of
                  such optionee, or a Person who acquired the right to exercise
                  such Option by bequest or inheritance or by reason of the
                  death of the optionee, shall have the right to exercise such
                  Option in accordance with its terms, at any time and from
                  time to time within 180 days after the date of death unless a
                  longer or shorter period is expressly provided in such Option
                  or established by the Committee pursuant to Section 8 (but in
                  no event after the expiration date of such Option).

         e.       Disability. If the retention by the Company or any Related
                  Entity of the services of any Eligible Non-Employee
                  terminates because of such Eligible Non-Employee's
                  Disability, such optionee or his legal representative shall
                  have the right to exercise the Option in accordance with its
                  terms at any time and from time to time within 180 days after
                  the date of the optionee's termination unless a longer or
                  shorter period is expressly provided in such Option or
                  established by the Committee pursuant to Section 8 (but not
                  after the expiration of the Option).

         f.       Termination for Cause; Voluntary Termination. If the
                  retention by the Company or any Related Entity of the
                  services of any Eligible Non-Employee is terminated (i) for
                  Good Cause, (ii) as a result of removal of the optionee from
                  office as a director of the Company or of any Related Entity
                  for cause by action of the stockholders of the Company or
                  such Related Entity in accordance with the by-laws of the
                  Company or such Related Entity, as applicable, and the
                  corporate law of the jurisdiction of incorporation of the
                  Company or such Related Entity, or (iii) as a result of the
                  voluntarily termination by optionee of optionee's service
                  without the consent of the Company or any Related Entity,
                  then such optionee shall immediately forfeit his rights under
                  his Option except as to the shares of stock already
                  purchased. The determination that there exists Good Cause for
                  termination shall be made by the Option Committee (unless
                  otherwise agreed to in writing by the Company and the
                  optionee).

         g.       Other Termination of Relationship. If the retention by the
                  Company or any Related Entity of the services of any Eligible
                  Non-Employee terminates for any reason other than those
                  specified in subsections 7(d), (e) or


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                  (f) above, such optionee shall have the right to exercise his
                  or its Option in accordance with its terms within 30 days
                  after the date of such termination, unless a longer or shorter
                  period is expressly provided in such Option or established by
                  the Committee pursuant to Section 8 (but not after the
                  expiration date of the Option).

         h.       Ineligibility for Other Grants. Any Eligible Non-Employee who
                  receives an Option pursuant to this Section 7 shall be
                  ineligible to receive any Options under any other Section of
                  the Plan.

8. Change of Control.

         If (i) a Change of Control shall occur, (ii) the Company shall enter
into an agreement providing for a Change of Control, or (iii) any member of the
Shareholder Group shall enter into an agreement providing for a Change in
Control, then the Committee may declare any or all Options outstanding under
the Plan to be exercisable in full at such time or times as the Committee shall
determine, notwithstanding the express provisions of such Options. Each Option
accelerated by the Committee pursuant to the preceding sentence shall
terminate, notwithstanding any express provision thereof or any other provision
of the Plan, on such date (not later than the stated exercise date) as the
Committee shall determine.

9. Purchase Option.

         a.       Except as otherwise expressly provided in any particular
                  Option, if (i) any optionee's employment (or, in the case of
                  any Option granted under Section 7, the optionee's
                  relationship) with the Company or a Related Entity terminates
                  for any reason at any time, or (ii) a Change of Control
                  occurs or (iii) (A) the Company is engaged in or proposes to
                  engage in a transaction in which any shares, notes or other
                  securities will be issued to any optionee in a transaction
                  constituting a "sale" within the meaning of Section 2(3) of
                  the Securities Act, whether through a merger, consolidation,
                  exchange or purchase, (B) the optionee is not an "accredited
                  investor" as defined in Regulation D promulgated under the
                  Securities Act ("Regulation D") at the time of the respective
                  transaction and (C) the issuer of the shares, notes or other
                  securities involved in such transaction certifies in writing
                  to the Company that it has not prepared and is not expected
                  to prepare in connection with such transaction appropriate
                  disclosure documents that are sufficient to register such
                  shares, notes or other securities under the Securities Act or
                  to exempt such shares, notes or other securities from
                  registration


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                  pursuant to Regulation D (each of the foregoing events being
                  a "Purchase Option Trigger Event"), the Company and/or its
                  designee(s) shall have the option (the "Purchase Option") to
                  purchase, and if the option is exercised, the optionee (or
                  the optionee's executor or the administrator of the
                  optionee's estate, in the event of the optionee's death, or
                  the optionee's legal representative in the event of the
                  optionee's incapacity (hereinafter, collectively with such
                  optionee, the "Grantor")) shall sell to the Company and/or
                  its assignee(s), all or any portion (at the Company's option)
                  of the shares of Common Stock and/or Options held by the
                  Grantor (such shares of Common Stock and Options collectively
                  being referred to as the "Purchasable Shares").

         b.       The Company shall give notice in writing to the Grantor of
                  the exercise of the Purchase Option within one year from the
                  date of the Purchase Option Trigger Event. Such notice shall
                  state the number of Purchasable Shares to be purchased and
                  the determination of the per share purchase price of such
                  Purchasable Shares. If no notice is given within the time
                  limit specified above, the Purchase Option shall terminate.

         c.       The purchase price to be paid for the Purchasable Shares
                  purchased pursuant to the Purchase Option shall be, in the
                  case of any Common Stock, the Fair Market Value per share as
                  of the date of the notice of exercise of the Purchase Option
                  times the number of shares being purchased, and in the case
                  of any Option, the Fair Market Value per share times the
                  number of vested shares subject to such Option which are
                  being purchased, less the applicable per share Option
                  exercise price; provided, however, that in the event that an
                  optionee's employment (or, in the case of any Option granted
                  under Section 7, the optionee's relationship) with the
                  Company is terminated in a manner contemplated by Section
                  6(f) (or, in the case of any Option granted under Section 7,
                  in the manner contemplated by Section 7(f)), then the
                  foregoing calculation shall be made using the lower of (i)
                  the Fair Market Value per share and (ii) the exercise price
                  per share in respect of the Purchasable Shares. The purchase
                  price shall be paid in cash. The closing of such purchase
                  shall take place at the Company's principal executive offices
                  within ten days after the purchase price has been determined.
                  At such closing, the Grantor shall deliver to the
                  purchaser(s) the certificates or instruments evidencing the
                  Purchasable Shares being purchased, duly endorsed (or
                  accompanied by duly executed stock powers) and otherwise in
                  good form for delivery, against payment of the purchase


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                  price by check of the purchaser(s). In the event that,
                  notwithstanding the foregoing, the Grantor shall have failed
                  to obtain the release of any pledge or other encumbrance on
                  any Purchasable Shares by the scheduled closing date, at the
                  option of the purchaser(s) the closing shall nevertheless
                  occur on such scheduled closing date, with the cash purchase
                  price being reduced to the extent of all unpaid indebtedness
                  for which such Purchasable Shares are then pledged or
                  encumbered.

         d.       To assure the enforceability of the Company's rights under
                  this Paragraph 9, each certificate or instrument representing
                  Common Stock or an Option held by him or it shall bear a
                  conspicuous legend in substantially the following form:

                  "THE SHARES [REPRESENTED BY THIS CERTIFICATE] [ISSUABLE
                  PURSUANT TO THIS AGREEMENT] ARE SUBJECT TO AN OPTION TO
                  REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S
                  1998 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED
                  INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION
                  AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY
                  AT ITS PRINCIPAL EXECUTIVE OFFICES."

         The Company's rights under this Section 9 shall terminate upon the
consummation of a Qualifying Public Offering.

10. Decedent's Put Option.

         a.       If any optionee's employment (or, in the case of any Option
                  granted under Section 7, the optionee's relationship) with
                  the Company terminates due to the death of such optionee, the
                  estate of such optionee, or a Person who acquired the right
                  to exercise such Option by bequest or inheritance or by
                  reason of death of the optionee, shall have the option (a
                  "Decedent's Put Option") to sell to the Company, and the
                  Company shall purchase from such estate or other Person, all
                  or any portion of the shares of Common Stock and/or Options
                  acquired by such estate or other Person upon or as a result
                  of the optionee's death (any such shares of Common Stock and
                  Options collectively being referred to herein as "Decedent's
                  Shares").

         b.       The Person exercising a Decedent's Put Option shall give
                  notice in writing to the Company within one year from the
                  date of the optionee's death. Such notice shall state the
                  number of Decedent's Shares to be sold. If no notice is given
                  within the time limit specified above, the Decedent's Put
                  Option shall terminate.


                                      13
<PAGE>   14

         c.       The purchase price to be paid for the Decedent's Shares sold
                  pursuant to the Decedent's Put Option shall be, in the case
                  of any Common Stock, the Fair Market Value per share as of
                  the date of the notice of exercise of the Decedent's Put
                  Option times the number of shares being purchased, and in the
                  case of any Option, the Fair Market Value per share times the
                  number of vested shares subject to such Option which are
                  being purchased, less the applicable per share Option
                  exercise price. The purchase price shall be paid in cash. The
                  closing of such purchase shall take place at the Company's
                  principal executive offices within sixty days after the
                  receipt by the Company of the notice required pursuant to
                  Section 10(b). At such closing, the Person exercising the
                  Decedent's Put Option shall deliver to the Company the
                  certificates or instruments evidencing the Decedent's Shares
                  being sold, duly endorsed (or accompanied by duly executed
                  stock powers) and otherwise in good form for delivery and
                  free and clear of all pledges and other encumbrances, against
                  payment of the purchase price therefor by check.

11. Adjustment of Shares.

         Unless otherwise expressly provided in a particular Option, in the
event that, by reason of any merger, consolidation, combination, liquidation,
reorganization, recapitalization, stock dividend, stock split, split-up,
split-off, spin-off, combination of shares, exchange of shares or other like
change in capital structure of the Company (collectively, a "Reorganization"),
the Common Stock is substituted, combined, or changed into any cash, property,
or other securities, or the shares of Common Stock are changed into a greater
or lesser number of shares of Common Stock, the number and/or kind of shares
and/or interests subject to an Option and the per share price or value thereof
shall be appropriately adjusted by the Committee to give appropriate effect to
such Reorganization. Any fractional shares or interests resulting from such
adjustment shall be eliminated. Notwithstanding the foregoing, (i) each such
adjustment with respect to an Incentive Option shall comply with the rules of
Section 424(a) of the Code, and (ii) in no event shall any adjustment be made
which would render any Incentive Option granted hereunder other than an
"incentive stock option" for purposes of Section 422 of the Code.

         In the event the Company is not the surviving entity of a
Reorganization and, following such Reorganization, any optionee will hold
Options issued pursuant to this Plan which have not been exercised, cancelled,
or terminated in connection therewith, the Company shall cause such Options to
be assumed (or cancelled and replacement Options issued) by the surviving
entity or a Related Entity.


                                      14
<PAGE>   15

12. Assignment or Transfer.

         Except as otherwise expressly provided in any Nonqualified Option, no
Option granted under the Plan or any rights or interests therein shall be
assignable or transferable by an optionee except by will or the laws of descent
and distribution, and during the lifetime of an optionee, Options granted to
him or her hereunder shall be exercisable only by the optionee or, in the event
that a legal representative has been appointed in connection with the
Disability of an optionee, such legal representative.

13. Compliance with Securities Laws.

         The Company shall not in any event be obligated to file any
registration statement under the Securities Act of 1933, as amended (the
"Securities Act") or any applicable state securities law to permit exercise of
any Option or to issue any Common Stock in violation of the Securities Act or
any applicable state securities law. Each optionee (or, in the event of his
death or, in the event a legal representative has been appointed in connection
with his Disability, the Person exercising the Option) shall, as a condition to
his right to exercise any Option, deliver to the Company an agreement or
certificate containing such representations, warranties and covenants as the
Company may deem necessary or appropriate to ensure that the issuance of shares
of Common Stock pursuant to such exercise is not required to be registered
under the Securities Act or any applicable state securities law.

         Certificates for shares of Common Stock, when issued, may have
substantially the following legend, or statements of other applicable
restrictions, endorsed thereon, and may not be immediately transferable:

                  THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT
                  BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
                  OR ANY STATE SECURITIES LAWS. THE SHARES MAY NOT BE OFFERED
                  FOR SALE, SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF
                  UNTIL THE HOLDER HEREOF PROVIDES EVIDENCE SATISFACTORY TO THE
                  ISSUER (WHICH, IN THE DISCRETION OF THE ISSUER, MAY INCLUDE
                  AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER) THAT SUCH
                  OFFER, SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION WILL NOT
                  VIOLATE APPLICABLE FEDERAL OR STATE LAWS.

         This legend shall not be required for shares of Common Stock issued
pursuant to an effective registration statement under the Securities Act and in
accordance with applicable state securities laws.


                                      15
<PAGE>   16

14.      Withholding Taxes. By acceptance of the Option, the optionee will be
         deemed to (i) agree to reimburse the Company or Related Entity by
         which the optionee is employed for any federal, state, or local taxes
         required by any government to be withheld or otherwise deducted by
         such corporation in respect of the optionee's exercise of all or a
         portion of the Option; (ii) authorize the Company or any Related
         Entity by which the optionee is employed to withhold from any cash
         compensation paid to the optionee or in the optionee's behalf, an
         amount sufficient to discharge any federal, state, and local taxes
         imposed on the Company, or the Related Entity by which the optionee is
         employed, and which otherwise has not been reimbursed by the optionee,
         in respect of the optionee's exercise of all or a portion of the
         Option; and (iii) agree that the Company may, in its discretion, hold
         the stock certificate to which the optionee is entitled upon exercise
         of the Option as security for the payment of the aforementioned
         withholding tax liability, until cash sufficient to pay that liability
         has been accumulated, and may, in its discretion, effect such
         withholding by retaining shares issuable upon the exercise of the
         Option having a Fair Market Value on the date of exercise which is
         equal to the amount to be withheld.

15.      Costs and Expenses. The costs and expenses of administering the Plan
         shall be borne by the Company and shall not be charged against any
         Option nor to any employee receiving an Option.

16.      Funding of Plan. The Plan shall be unfunded. The Company shall not be
         required to make any segregation of assets to assure the payment of
         any Option under the Plan.

17.      Other Incentive Plans

         The adoption of the Plan does not preclude the adoption by appropriate
means of any other incentive plan for employees.

18.      Effect on Employment.

         Nothing contained in the Plan or any agreement related hereto or
referred to herein shall affect, or be construed as affecting, the terms of
employment of any Key Employee except to the extent specifically provided
herein or therein. Nothing contained in the Plan or any agreement related
hereto or referred to herein shall impose, or be construed as imposing, an
obligation on (i) the Company or any Related Entity to continue the employment
of any Key Employee, and (ii) any Key Employee to remain in the employ of the
Company or any Related Entity.

19.      Definitions.

         In addition to the terms specifically defined elsewhere in the Plan,
as used in the Plan, the following terms shall have the respective meanings
indicated:


                                      16
<PAGE>   17

         "Affiliate" shall mean, as to any Person, a Person that directly, or
         indirectly through one or more intermediaries, controls, or is
         controlled by, or is under common control with, such Person.

         "Board of Directors" shall have the meaning set forth in Section 2
         hereof.

         "Change of Control" shall mean the first to occur of the following
         events: (i) any sale, lease, exchange, or other transfer (in one
         transaction or series of related transactions) of all or substantially
         all of the assets of the Company to any Person or group of related
         Persons for purposes of Section 13(d) of the Exchange Act, other than
         one or more members of the Shareholder Group, (ii) a majority of the
         Board of Directors of the Company shall consist of Persons who are not
         Continuing Directors; or (iii) the acquisition by any Person or Group
         (other than one or more members of the Shareholder Group) of the
         power, directly or indirectly, to vote or direct the voting of
         securities having more than 50% of the ordinary voting power for the
         election of directors of the Company.

         "Code" shall have the meaning set forth in Section 1 hereof.

         "Committee" shall have the meaning set forth in Section 2 hereof.

         "Common Stock" shall have the meaning set forth in Section 3 hereof.

         "Company" shall have the meaning set forth in Section 1 hereof.

         "Continuing Director" shall mean, as of the date of determination, any
         Person who (i) was a member of the Board of Directors of the Company
         on the date of adoption of this Plan, (ii) was nominated for election
         or elected to the Board of Directors of the Company with the
         affirmative vote of a majority of the Continuing Directors who were
         members of such Board of Directors at the time of such nomination or
         election, or (iii) is a member of the Shareholder Group.

         "Disability" shall mean permanent disability as defined under the
         appropriate provisions of the applicable long-term disability plan
         maintained for the benefit of employees of the Company or any Related
         Entity who are regularly employed on a salaried basis unless another
         meaning shall be agreed to in writing by the Committee and the
         optionee; provided, however, that in the case of an Incentive Option
         "disability" shall have the meaning specified in Section 22(e)(3) of
         the Code.


                                      17
<PAGE>   18

         "Eligible Non-Employee" shall have the meaning set forth in Section 4
         hereof.

         "Exchange Act" shall have the meaning set forth in Section 2 hereof.

         "Fair Market Value" shall, as it relates to the Common Stock, mean the
         average of the high and low prices of such Common Stock as reported on
         the principal national securities exchange on which the shares of
         Common Stock are then listed on the date specified herein, or if there
         were no sales on such date, on the next preceding day on which there
         were sales, or if such Common Stock is not listed on a national
         securities exchange, the last reported bid price in the
         over-the-counter market, or if such shares are not traded in the
         over-the-counter market, the per share cash price for which all of the
         outstanding Common Stock could be sold to a willing purchaser in an
         arms length transaction (without regard to minority discount, absence
         of liquidity, or transfer restrictions imposed by any applicable law
         or agreement) at the date of the event giving rise to a need for a
         determination. Except as may be otherwise expressly provided in a
         particular Option, Fair Market Value shall be determined in good faith
         by the Committee.

         "Good Cause", with respect to any Key Employee, shall mean (unless
         another definition is agreed to in writing by the Company and the
         optionee) termination by action of the Board of Directors because of:
         (A) the optionee's conviction of, or plea of nolo contendere to, a
         felony or a crime involving moral turpitude; (B) the optionee's
         personal dishonesty, incompetence, willful misconduct, willful
         violation of any law, rule, or regulation (other than minor traffic
         violations or similar offenses) or breach of fiduciary duty which
         involves personal profit; (C) the optionee's commission of material
         mismanagement in the conduct of his duties as assigned to him by the
         Board of Directors or the optionee's supervising officer or officers
         of the Company; (D) the optionee's willful failure to execute or
         comply with the policies of the Company or his stated duties as
         established by the Board of Directors or the optionee's supervising
         officer or officers of the Company, or the optionee's intentional
         failure to perform the optionee's stated duties; or (E) substance
         abuse or addiction on the part of the optionee. "Good Cause", with
         respect to any Eligible Non-Employee, shall mean (unless another
         definition is agreed to in writing by the Company and the optionee)
         termination by action of the Board of Directors because of: (A) the
         optionee's conviction of, or plea of nolo contendere to, a felony or a
         crime involving moral turpitude; (B) the optionee's personal
         dishonesty, incompetence, willful misconduct, willful violation of any


                                      18
<PAGE>   19

         law, rule, or regulation (other than minor traffic violations or
         similar offenses) or breach of fiduciary duty which involves personal
         profit; (C) the optionee's commission of material mismanagement in
         providing services to the Company or any Related Entity; (D) the
         optionee's willful failure to comply with the policies of the Company
         in providing services to the Company or any Related Entity, or the
         optionee's intentional failure to perform the services for which the
         optionee has been engaged; (E) substance abuse or addiction on the
         part of the optionee; or (F) the optionee's willfully making any
         material misrepresentation or willfully omitting to disclose any
         material fact to the board of directors of the Company or any Related
         Entity with respect to the business of the Company or any Related
         Entity.

         "Grant Year" shall mean the Plan Year in which the Options are granted
         and shall be deemed a full Plan Year.

         "Grantor" has the meaning set forth in Section 9 hereof.

         "Incentive Options" shall have the meaning set forth in Section 6
         hereof.

         The term "including" when used herein shall mean "including, but not
         limited to".

         "Key Employee" shall have the meaning set forth in Section 4 hereof.

         "Marketable Securities" shall mean securities (i) of a class or series
         listed or traded on the New York Stock Exchange, American Stock
         Exchange, or NASDAQ National Market and (ii) which, as a matter of
         law, shall at the time of acquisition be (or which at the date of
         acquisition are legally committed to become within six months after
         the date of acquisition) freely saleable in unlimited quantities by
         the Shareholder Group to the public, either pursuant to an effective
         registration statement under the Securities Act of 1933, as amended
         (including a current prospectus which is available for delivery), or
         without the necessity of such registration.

         "Non-Qualified Options" shall have the meaning set forth in Section 6
         hereof.

         "Options" shall have the meaning set forth in Section 1 hereof.

         "Person" shall have the meaning set forth in Section 4 hereof.

         "Plan" shall have the meaning set forth in Section 1 hereof.


                                      19
<PAGE>   20

         "Plan Year" shall mean the twelve month period ending on September
         30th.

         "Public Offering" shall mean the sale of shares of Common Stock
         through one or more underwriters pursuant to a registration statement
         on Form S-1, Form SB-1, or Form SB-2 (or any form subsequently
         promulgated by the Securities and Exchange Commission that may be used
         for substantially the same purposes as any of the forms just
         specified) filed and declared effective under the Securities Act of
         1933, as amended, in which the aggregate net proceeds received from
         the sale of such shares are at least $10,000,000.

         "Purchasable Shares" shall have the meaning set forth in Section 9
         hereof.

         "Purchase Option" shall have the meaning set forth in Section 9
         hereof.

         "Qualifying Public Offering" shall mean a firm commitment underwritten
         Public Offering of Common Stock the result of which is that the
         Persons comprising the Shareholder Group shall own collectively less
         than 10% of the fully diluted Common Stock.

         "Related Entities" shall have the meaning set forth in Section 1
         hereof.

         "Reorganization" shall have the meaning set forth in Section 11
         hereof.

         "Rule 16b-3" shall have the meaning set forth in Section 2 hereof.

         "Securities Act" shall have the meaning set forth in Section 13
         hereof.

         "Shareholder Group" shall mean (i) Hicks, Muse, Tate & Furst
         Incorporated, its Affiliates and their respective employees, officers,
         and directors (and members of their respective families and trusts for
         the primary benefit of such family members) and (ii) Glenn E. Staats
         and Preston W. Staats, Jr. (and members of their respective families
         and trusts for the primary benefit of such family).

         "Subsidiary" shall mean, with respect to any Person, any other Person
         of which such first Person owns or has the power to vote, directly or
         indirectly, securities representing a majority of the votes ordinarily
         entitled to be cast for the election of directors or other governing
         Persons.


                                      20
<PAGE>   21

20. Amendment of Plan.

         The Board of Directors shall have the right to amend, modify, suspend
or terminate the Plan at any time; provided, that no amendment shall be made
which shall increase the total number of shares of the Common Stock which may
be issued and sold pursuant to Options granted under the Plan or decrease the
minimum Option exercise price in the case of an Incentive Option, or modify the
provisions of the Plan relating to eligibility with respect to Incentive
Options unless such amendment is made by or with the approval of the
stockholders. The Board of Directors shall be authorized to amend the Plan and
the Options granted thereunder (i) to qualify as "incentive stock options"
within the meaning of Section 422 of the Code or (ii) to comply with Rule 16b-3
(or any successor rule) under the Exchange Act (or any successor law) and the
regulations (including any temporary regulations) promulgated thereunder. No
amendment, modification, suspension or termination of the Plan shall alter or
impair any Options previously granted under the Plan, without the consent of
the holder thereof.

21. Effective Date.

         The Plan shall be effective as of March 1, 1998, and shall be void
retroactively if not approved by the stockholders of the Company within twelve
months thereafter.


                                      21