Exhibit 10.1


                       COOPERATIVE COMPUTING HOLDING
                               COMPANY, INC.
                          2000 STOCK OPTION PLAN
                             FOR KEY EMPLOYEES


1.   PURPOSE.

     Cooperative Computing Holding Company, Inc., a Texas corporation
(herein, together with its successors, referred to as the "COMPANY"), by
means of this 2000 Stock Option Plan for Key Employees (the "PLAN"),
desires to afford certain key employees of, and certain persons performing
services for, the Company and any direct or indirect subsidiary or parent
corporation thereof now existing or hereafter formed or acquired (such
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.  Certain definitions used herein are
defined in Section 20 of this Plan.

     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
have the meanings 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 the Plan (the "COMMITTEE"); provided, that the entire Board
of Directors may act as the Committee if it chooses to do so; and PROVIDED,
FURTHER, that (i) for purposes of determining any Performance-Based Options
(as hereinafter defined) applicable to Key Employees (as hereinafter
defined) who constitute "covered employees" within the meaning of Section
162(m) of the Code, "Committee" shall mean the members of the Option
Committee of the Board of Directors who qualify as "outside directors"
within the meaning of Section 162(m) of the Code, and such Performance-
Based Options shall be subject to ratification by unanimous approval of the
members of the Board of Directors, and (ii) for so long as the Company is
subject to the reporting requirements of the Securities Exchange Act of
1934, as amended (the "EXCHANGE ACT"), the Committee shall be composed
solely of two or more "Non-Employee Directors" as defined in Rule 16B-3, as
amended ("Rule 16b-3"), promulgated thereunder; PROVIDED, that,
alternatively, for purposes of granting Options other than Performance-
Based Options hereunder, the Board of Directors may authorize such grants
and may take any other action permitted pursuant to Section 162(m) of the
Code, Rule 16b-3 and applicable law and regulations.

     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, 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 Exchange Act, the Committee shall
administer the Plan so as (i) to comply at all times with the Exchange Act,
and (ii) to ensure that compensation attributable to Options granted under
the Plan to Key Employees who constitute "covered employees" within the
meaning of Section 162(m) of the Code shall (A) meet the deduction
limitation imposed by Section 162(m) of the Code, or (B) qualify as
"performance-based compensation" as such term is used in Section 162(m) of
the Code and the regulations promulgated thereunder and thus be exempt from
the deduction limitation imposed by Section 162(m) of the Code.

     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 on
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 or other applicable rules
under Section 16(b) of the Exchange Act, Section 162(m) of the Code, or any
successor or analogous rules or laws may require from time to time.

3.   SHARES AVAILABLE AND MAXIMUM INDIVIDUAL GRANTS.

     Subject to the adjustments provided in Section 12, the maximum
aggregate number of shares of common stock, par value $0.01 per share, of
the Company ("COMMON STOCK") in respect of which Options may be granted for
all purposes under the Plan shall be 5,000,000 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 any such Option, the
termination of any such Option prior to exercise, or the forfeiture of any
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, or (ii) issued shares of such Common Stock held in the Company's
treasury.

     The maximum aggregate number of shares of Common Stock underlying all
Options that may be granted to any single Key Employee, including any
Options that may have been granted to such Key Employee as an Eligible Non-
Employee (as hereinafter defined), during the Term (as hereinafter defined)
of the Plan shall be 500,000 shares, subject to the adjustments provided in
Section 12.  For purposes of the preceding sentence, such Options that are
cancelled or repriced shall continue to be counted in determining such
maximum aggregate number of shares of Common Stock that may be granted to
any single Key Employee, including any Options that may have been granted
to such Key Employee as an Eligible Non-Employee, during the Term of the
Plan.

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.  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 the 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
performance of the Company or any Related Entity.

     The adoption of the 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 and Section 162(m) of the
Code, 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 of Control), the restrictions to be
     applicable to Options and all other terms and provisions thereof
     (which need not be identical);

     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) of the Company 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; PROVIDED, HOWEVER, that such
     financing does not cause the Company to recognize compensation,
     or additional compensation expense, with respect to such Option
     for financial reporting purposes;

     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 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 under this paragraph unless (A) such
     shares were not acquired through the exercise of an Incentive
     Option, or (B) if so acquired, (x) such shares have been held for
     more than two years since the grant of such Incentive Option and
     for more than one year since the exercise of such Incentive
     Option (the "HOLDING PERIOD"), or (y) if such shares do not meet
     the Holding Period, the optionee elects in writing to use such
     shares to pay the exercise price under this paragraph;

     e.   provide that all or a portion of the exercise price of the
     Options may be paid with a full recourse promissory note, with
     such terms as the Committee may prescribe (except as  provided
     below); PROVIDED, HOWEVER, that the term of such promissory note
     shall not extend beyond the period(s) during which such Options
     shall be exercisable; the shares of Common Stock issuable upon
     exercise of such Options shall be pledged as security for the
     payment of the principal amount of the promissory note and
     interest thereon; and the interest rate payable under the
     promissory note shall be fixed, non-refundable, non-prepayable
     and shall not be less than the minimum rate required under the
     Code;

     f.   provide for (in accordance with Section 15 or otherwise) the
     establishment of a procedure whereby a number of shares of Common
     Stock or other securities may be withheld from the total number
     of shares of Common Stock or other securities to be issued upon
     exercise of an 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 unless, as
     determined by the Committee in the exercise of its discretion,
     such procedure is not permitted by applicable law;

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

     h.   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, made in good faith,
     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 any such delegation shall be in writing; and
PROVIDED, HOWEVER, that, any determination of Performance-Based Options
applicable to Key Employees who constitute "covered employees" within the
meaning of Section 162(m) of the Code may not be delegated to a member of
the Board of Directors who, if elected to serve on the Committee, would not
qualify as an "outside director" within the meaning of Section 162(m) of
the Code.  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 OPTION GRANTS TO KEY EMPLOYEES.

     Subject to the express provisions of the 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 OPTIONS"), and to grant both types of Options to Key
Employees.  No Incentive Option shall be granted pursuant to the 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 shareholders 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 to a Key Employee 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 12 of the
     Plan.

     b.   PAYMENT.  The price per share of Common Stock with respect
     to each Option exercise by a Key Employee 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 by the
     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 subsection 5(d) of the Plan (but,
     with respect to Incentive Options, subject to the limitations
     described in such subsection 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, and subject to the
     provisions of subsections 6(d), (e), (f), (g) and (i) below,
     stock options granted to Key Employees hereunder shall vest and
     become exercisable according to the vesting schedule set forth
     below:

     one-fifth of the shares of Common Stock underlying the stock
     option grant shall vest and become exercisable on the first
     anniversary of the date of grant and remain exercisable until the
     stock option expires; and

     an additional one-fifth of the shares of Common Stock underlying
     the stock option grant shall vest and become exercisable on the
     second anniversary of the date of grant and remain exercisable
     until the stock option expires; and

     an additional one-fifth of the shares of Common Stock underlying
     the stock option grant shall vest and become exercisable on the
     third anniversary of the date of grant and remain exercisable
     until the stock option expires; and

     an additional one-fifth of the shares of Common Stock underlying
     the stock option grant shall vest and become exercisable on the
     fourth anniversary of the date of grant and remain exercisable
     until the stock option expires; and

     the final one-fifth of the shares of Common Stock underlying the
     stock option grant shall vest and become exercisable on the fifth
     anniversary of the date of grant and remain exercisable until the
     stock option expires.

     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 an 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 the
     vested portion of 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
     10 (but in no event after the expiration date of such Option),
     and thereafter such Option shall lapse and no longer be
     exercisable.

     e.   DISABILITY.  If the employment of an optionee terminates
     because of his or her Disability (as defined in Section 20), such
     optionee or his or her legal representative shall have the right
     to exercise the vested portion of such 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 10 (but in no event after the expiration date
     of the Option), and thereafter such Option shall lapse and no
     longer be exercisable; PROVIDED, HOWEVER, that in the case of an
     Incentive Option, the optionee or his or her legal representative
     shall in any event be required to exercise the vested portion of
     such Incentive Option within one year after termination of the
     optionee's employment due to his or her Disability.

     f.   TERMINATION FOR GOOD CAUSE; VOLUNTARY TERMINATION.  Unless
     an optionee's Option expressly provides otherwise, such optionee
     shall immediately forfeit all rights under his or her 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 Committee (unless otherwise
     agreed to in writing by the Company and the optionee) and any
     decision in respect thereof by the Committee shall be final and
     binding on all parties in interest.

     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 the vested
     portion of his or her 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 10 (but in no
     event after the expiration date of the Option), and thereafter
     such Option shall lapse and no longer be exercisable; PROVIDED,
     that (i) no Incentive Option shall be exercisable more than three
     months after such termination, and (ii) the Committee may, in the
     exercise of its discretion, extend the exercise date of any
     Option upon termination of employment for a period not to exceed
     six months plus one day (but in no event after the expiration
     date of the Option) if the Committee determines that the stated
     exercise date will have an inequitable result under Section 16(b)
     of the Exchange Act.

     h.   MAXIMUM EXERCISE.  To the extent that the aggregate Fair
     Market Value of Common 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
     exceeds $100,000, such Incentive Options shall be treated as Non-
     Qualified Options.

     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 at least three months prior to the date of
     exercise of the Incentive Option.

     j.   INTERPRETATION OF PLAN.  Any termination of employment of an
     optionee with the Company or any Related Entity shall in no way
     change or amend the Company's at-will termination policy.

7.   STOCK OPTION GRANTS TO ELIGIBLE NON-EMPLOYEES.

     Subject to the express provisions of the 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 to an Eligible Non-Employee at such
     amount as the Committee shall determine.  The Option exercise
     price shall be subject to adjustment in accordance with the
     provisions of Section 12 of the Plan.

     b.   PAYMENT.  The price per share of Common Stock with respect
     to each Option exercise by an Eligible Non-Employee 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 by the 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
     subsection 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.  Unless otherwise determined
     by the Committee at the time of grant and subject to the
     provisions of subsections 7(d), (e), (f), (g) and (i) below,
     stock options granted to Eligible Non-Employees hereunder shall
     vest and become exercisable according to the vesting schedule set
     forth below:

     one-fifth of the shares of Common Stock underlying the stock
     option grant shall vest and become exercisable on the first
     anniversary of the date of grant and remain exercisable until the
     stock option expires; and

     an additional one-fifth of the shares of Common Stock underlying
     the stock option grant shall vest and become exercisable on the
     second anniversary of the date of grant and remain exercisable
     until the stock option expires; and

     an additional one-fifth of the shares of Common Stock underlying
     the stock option grant shall vest and become exercisable on the
     third anniversary of the date of grant and remain exercisable
     until the stock option expires; and

     an additional one-fifth of the shares of Common Stock underlying
     the stock option grant shall vest and become exercisable on the
     fourth anniversary of the date of grant and remain exercisable
     until the stock option expires; and

     the final one-fifth of the shares of Common Stock underlying the
     stock option grant shall vest and become exercisable on the fifth
     anniversary of the date of grant and remain exercisable until the
     stock option expires.

     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.

     d.   DEATH.  If the retention by the Company or any Related
     Entity of the services of any Eligible Non-Employee that is a
     natural person terminates because of his or her death, the estate
     of such optionee, or a Person who acquired the right to exercise
     the vested portion of 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 10
     (but in no event after the expiration date of such Option), and
     thereafter such Option shall lapse and no longer be exercisable.

     e.   DISABILITY.  If the retention by the Company or any Related
     Entity of the services of any Eligible Non-Employee that is a
     natural person terminates because of his or her Disability, such
     optionee or his or her legal representative shall have the right
     to exercise the vested portion of such 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 10 (but in no event after the
     expiration of the Option), and thereafter such Option shall lapse
     and no longer be exercisable.

     f.   TERMINATION FOR GOOD 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 shareholders of the Company or such Related Entity in
     accordance with the articles of incorporation or 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 voluntary
     termination by such optionee of the optionee's service without
     the consent of the Company or any Related Entity, then such
     optionee shall immediately forfeit his, her or its rights under
     such Option except as to the shares of stock already purchased.
     The determination that there exists Good Cause for termination
     shall be made by the Committee (unless otherwise agreed to in
     writing by the Company and the optionee) and any decision in
     respect thereof by the Committee shall be final and binding on
     all parties in interest.

     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 (f) above, such optionee shall have the
     right to exercise the vested portion of his, her 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 10 (but in no event after the expiration date of the
     Option), and thereafter such Option shall lapse and no longer be
     exercisable; PROVIDED, that the Committee may, in the exercise of
     its discretion, extend the exercise date of any Option upon
     termination of retention of an Eligible Non-Employee's services
     for a period not to exceed six months plus one day (but in no
     event after the expiration date of the Option) if the Committee
     determines that the stated exercise date will have an inequitable
     result under Section 16(b) of the Exchange Act.

     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 this
     Plan.

8.   EARLY EXERCISE.

     The Committee, in its sole discretion, may provide that an option is
exercisable prior to vesting.  In the event the 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 while the optionee holds such unvested shares, the Company will have
the right to repurchase any unvested shares.  The terms and procedures of
any right of early exercise (and the repurchase procedures) shall be
established by the Committee and shall be set forth in the optionee's
option agreement.

9.   PERFORMANCE-BASED OPTIONS.

     The Committee, in its sole discretion, may designate and design
Options granted under the Plan as Performance-Based Options if it
determines that compensation attributable to such Options might not
otherwise be tax deductible by the Company due to the deduction limitation
imposed by Section 162(m) of the Code.  Accordingly, Options granted under
the Plan may be granted in such a manner that the compensation attributable
to such Options is intended by the Committee to qualify as "performance-
based compensation" as such term is used in Section 162(m) of the Code and
the regulations promulgated thereunder and thus be exempt from the
deduction limitation imposed by Section 162(m) of the Code ("PERFORMANCE-
BASED OPTIONS").

     Options granted under the Plan to Key Employees who constitute
"covered employees" within the meaning of Section 162(m) of the Code shall
be deemed to qualify as Performance-Based Options only if:

     a.   The Option exercise price is not less than the Fair Market
     Value per share of Common Stock at the date the Option is
     granted; PROVIDED, that in the case of an Incentive Option, such
     price is subject to the limitations described in subsection 6(a);
     PROVIDED, FURTHER, that the Option exercise price shall be
     subject to adjustment in accordance with the provisions of
     Section 12 of the Plan; or

     b.   With respect to a Non-Qualified Option granted at an
     exercise price that is below the Fair Market Value per share of
     the Common Stock on the date of grant, such Option satisfies the
     following requirements:

          (i)  the granting or vesting of such Non-Qualified Option is
          subject to the achievement of a performance goal or goals
          based on one or more of the following performance measures
          (either individually or in any combination):  net sales; pre-
          tax income before allocation of corporate overhead and
          bonus; budget; cash flow; earnings per share; net income;
          division, group or corporate financial goals; return on
          stockholders' equity; return on assets; attainment of
          strategic and operational initiatives; appreciation in
          and/or maintenance of the price of the Common Stock or any
          other publicly-traded securities of the Company; market
          share; gross profits; earnings before interest and taxes;
          earnings before interest, taxes, depreciation and
          amortization; economic value-added models; comparisons with
          various stock market indices; increase in number of
          customers; and/or reductions in costs;

          (ii)  the Committee establishes in writing (A) the objective
          performance-based goals applicable to a given performance
          period, and (B) the individual employees or class of
          employees to which such performance-based goals apply no
          later than ninety days after the commencement of such
          performance period (but in no event after twenty-five
          percent of such performance period has elapsed);

          (iii)  no compensation attributable to Performance-Based
          Options will be paid to or otherwise received by a Key
          Employee who constitutes a "covered employee" within the
          meaning of Section 162(m) of the Code until the Committee
          certifies in writing that the performance goal or goals (and
          any other material terms) applicable to such performance
          period have been satisfied;

          (iv)  after the establishment of a performance goal, the
          Committee shall not revise such performance goal (unless
          such revision will not disqualify compensation attributable
          to the Performance-Based Options as "performance-based
          compensation" under Section 162(m) of the Code) or increase
          the amount of compensation payable with respect to such
          Performance-Based Options upon the attainment of such
          performance goal; and

          (v)  as required by the regulations promulgated under
          Section 162(m) of the Code, the material terms of
          performance goals as described in subsection 9(b)(i) shall
          be disclosed to and reapproved by the Company's shareholders
          no later than the first shareholder meeting that occurs in
          the fifth year following the year in which the Company's
          shareholders previously approved such performance goals.

10.  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 HMC Group shall enter into an agreement providing for a Change of
Control, then all Options outstanding under the Plan shall become
exercisable immediately upon the Change of Control.

11.  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, 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, with
     respect to Common Stock acquired pursuant to the exercise of an
     Option, the optionee's assignee, 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 after the
     earlier of the date of the termination of the optionee's
     employment or engagement or such Change of Control.  Such notice
     shall state the number of Purchasable Shares to be purchased and
     the 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
     (including by acceleration) 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 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 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, and paid to the
     holder 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 Section 11, 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 FOR KEY EMPLOYEES 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 11 shall terminate upon the
consummation of a Qualifying Public Offering.

12.  ADJUSTMENT OF SHARES.

     Except as otherwise contemplated in Section 10, and unless otherwise
expressly provided in a particular Option, in the event that, by reason of
any merger, consolidation, combination, liquidation, 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, an "ADJUSTMENT EVENT"), 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 and equitably adjusted by the Committee to
give appropriate effect to such Adjustment Event.  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
to an Incentive Option, 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 an Adjustment
Event and, following such Adjustment Event, any optionee will hold Options
issued pursuant to the 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.  In the event of any perceived conflict between
the provisions of Section 10 and this Section 12, the Committee's
determinations under Section 10 shall control.

13.  ASSIGNMENT OR TRANSFER.

     Except as otherwise expressly provided in any Non-Qualified 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.

14.  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 laws, to permit
exercise of any Option or to issue any Common Stock in violation of the
Securities Act or any applicable state securities laws.  Each optionee (or,
in the event of his or her death or, in the event a legal representative
has been appointed in connection with his or her Disability, the Person
exercising the Option) shall, as a condition to his or her 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 laws.

     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.  WITHHOLDING TAXES.

     By acceptance of the option, the optionee will be deemed to (i) agree
to reimburse the Company or any 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 on 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.

16.  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.

17.  FUNDING OF THE 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.

18.  OTHER INCENTIVE PLANS.

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

19.  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.

20.  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:

     "ADJUSTMENT EVENT" shall have the meaning set forth in Section 12
     hereof.

     "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 as determined pursuant to
     Section 13(d) of the Exchange Act and the regulations and
     interpretations thereunder (a "Group") other than one or more
     members of the HMC 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 HMC 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 the 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 HMC Group.

     "DISABILITY" shall mean (i) 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
     or (ii) if no such long-term disability plan exists, an inability
     to perform a participant's employment duties and responsibilities
     by reason of any physical or mental condition for a period of 26
     consecutive weeks or a period of 26 weeks during any 12-month
     period in connection with the same physical or mental condition
     or (iii) another meaning agreed to in writing by the Committee
     and the optionee; PROVIDED, HOWEVER, that in the case of the
     optionee holding an Incentive Option "disability" shall have the
     meaning specified in Section 22(e)(3) of the Code.

     "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 or the NASDAQ
     National Market, as applicable, on the date specified herein for
     such a determination; 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, 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
     willful commission of material mismanagement in the conduct of
     his or her 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 or her 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, 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 willful 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.

     "GRANTOR" has the meaning set forth in Section 11 hereof.

     "HMC GROUP" shall mean Hicks, Muse, Tate & Furst Incorporated,
     its Affiliates, and their respective employees, officers,
     partners and directors (and members of their respective families
     and trusts for the primary benefit of such family members).

     "HOLDING PERIOD" shall have the meaning set forth in subsection
     5(d) 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.

     "NON-QUALIFIED OPTIONS" shall have the meaning set forth in
     Section 6 hereof.

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

     "PERFORMANCE-BASED OPTIONS" shall have the meaning set forth in
     Section 9 hereof.

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

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

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

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

     "QUALIFYING PUBLIC OFFERING" shall mean a firm commitment
     underwritten public offering of Common Stock the result of which
     is that the HMC Group shall own less than 10% of the fully
     diluted Common Stock of the Company.

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

     "RULE 16B-3" shall have the meaning set forth in Section 2
     hereof.

     "SECURITIES ACT" shall have the meaning set forth in Section 14
     hereof.

     "TERM" shall have the meaning set forth in Section 22 hereof.

21.  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 shareholders.  The Board of Directors shall be authorized
to amend the Plan and the Options granted thereunder, without the consent
or joinder of any optionee or other Person, in such manner as may be deemed
necessary or appropriate by the Board of Directors in order to cause the
Plan and the Options granted thereunder (i) to qualify as "incentive stock
options" within the meaning of Section 422 of the Code, (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 or (iii) to comply with Section 162(m) of the Code (or any
successor section) and any regulations (including any temporary
regulations) promulgated thereunder.  Except as provided above, no
amendment, modification, suspension or termination of the Plan shall
materially impair the value of any Options previously granted under the
Plan, without the consent of the holder thereof.

22.  EFFECTIVE DATE.

     The Plan shall be effective as of March 1, 2000, and shall be void
retroactively as to any Incentive Option if not approved by the
shareholders of the Company within twelve months thereafter.  The Plan
shall terminate on the tenth anniversary of the date of adoption of the
Plan or the date of approval of the Plan by the shareholders of the
Company, whichever is earlier, unless sooner terminated by the Board of
Directors (the "TERM").