EDLAM ACQUISITION CORPORATION

              Option for the Purchase of 1,000,000
                     Shares of Common Stock
                        Par Value $0.001

                     STOCK OPTION AGREEMENT

THE  HOLDER  OF  THIS  OPTION, BY ACCEPTANCE  HEREOF,  BOTH  WITH
RESPECT TO THE OPTION AND COMMON STOCK ISSUABLE UPON EXERCISE  OF
THE   OPTION,   AGREES  AND  ACKNOWLEDGES  THAT  THE   SECURITIES
REPRESENTED  BY  THIS CERTIFICATE HAVE NOT BEEN REGISTERED  UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
UNDER  THE  SECURITIES LAWS OF ANY STATE.  THESE SECURITIES  HAVE
BEEN  ACQUIRED FOR INVESTMENT AND MAY NOT BE TRANSFERRED OR  SOLD
IN  THE  ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR  OTHER
COMPLIANCE UNDER THE SECURITIES ACT OR THE LAWS OF THE APPLICABLE
STATE OR A "NO ACTION" OR INTERPRETIVE LETTER FROM THE SECURITIES
AND  EXCHANGE  COMMISSION  OR AN OPINION  OF  COUNSEL  REASONABLY
SATISFACTORY TO THE ISSUER, AND ITS COUNSEL, TO THE  EFFECT  THAT
THE  SALE  OR  TRANSFER  IS EXEMPT FROM  REGISTRATION  UNDER  THE
SECURITIES ACT AND SUCH STATE STATUTES.

     This is to certify that, for value received, ROBERT S. HARDY
(the  "Optionee") is entitled to purchase from EDLAM  ACQUISITION
CORPORATION  (the "Company" or "Corporation"), on the  terms  and
conditions  hereinafter set forth, all or any part  of  1,000,000
shares ("Option Shares") of the Company's common stock, par value
$0.001  (the "Common Stock"), at the purchase price of $0.01  per
share ("Option Price").  Upon exercise of this option in whole or
in  part, a certificate for the Option Shares so purchased  shall
be  issued and delivered to the Optionee.  If less than the total
option  is  exercised,  a new option of similar  tenor  shall  be
issued for the unexercised portion of the options represented  by
this Agreement.

      This  option  is  granted subject to the following  further
terms and conditions:

     1.   This option shall vest and be exercisable immediately, and
may  be  exercised  at  any time during the  term  of  Optionee's
employment  with  the Company.  However, in the  event  that  the
employment  term is terminated by the Employer for reasons  other
than  good cause, the Employee shall retain the right to exercise
any  unused  portion of the option until 5:00 p.m.  Tyler,  Texas
time  on January 5, 2006.  In order to exercise this option  with
respect  to  all or any part of the Option Shares for which  this
option  is at the time exercisable, Optionee (or in the  case  of
exercise    after   Optionee's   death,   Optionee's    executor,
administrator, heir or legatee, as the case may be) must take the
following actions:

            (a)   Deliver  to  the  Corporate  Secretary  of  the
Corporation  an executed notice of exercise in substantially  the
form  of  that attached to this Agreement (the "Exercise Notice")
in which there is specified the number of Option Shares which are
to be purchased under the exercised option.

           (b)   Pay the aggregate Option Price for the purchased
shares through one or more of the following alternatives:
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            (i)  full payment in cash or by check made payable
                 to the Corporation's order;

            (ii) full  payment in shares of Common Stock  held
                 for the requisite period necessary to avoid a
                 charge   to   the  Company's   earnings   for
                 financial  reporting purposes and  valued  at
                 Fair  Market Value on the Exercise  Date  (as
                 such term is defined below);

           (iii) full  payment through a combination  of
                 shares of Common Stock held for the requisite
                 period  necessary to avoid a  charge  to  the
                 Company's  earnings  for financial  reporting
                 purposes  and valued at Fair Market Value  on
                 the  Exercise Date and cash or check  payable
                 to the Company's order;

           (iv) full payment effected through a broker-dealer sale and
                remittance procedure pursuant to which Optionee shall provide
                concurrent irrevocable written instructions (i) to a brokerage
                firm to effect the immediate sale of the purchased shares and
                remit to the Company, out of the sale proceeds available on the
                settlement date, sufficient funds to cover the aggregate Option
                Price payable for the purchased shares plus all applicable
                Federal, state and local income and employment taxes required to
                be withheld in connection with such purchase and (ii) to the
                Company to deliver the certificates for the purchased shares
                directly to such brokerage firm in order to complete the sale
                transaction; or

          (v)  full payment through conversion of the option
               to  purchase Option Shares into the number of
               fully  paid  and nonassessable Option  Shares
               calculated pursuant to the following formula:

                    X   =   Y (A-B)
                             A

                    where:     X     =     the number  of  Option
                    Shares to be issued to the Optionee;

                    Y     =     the  number of Option Shares  for
                    which   the   conversion   right   is   being
                    exercised;

                    A     =    the Fair Market Value per share as
                    of  the  date of exercise of such  conversion
                    right; and

                    B     =     the Option Price with respect  to
                    such Option Shares.

            (c)    Furnish   to   the   Corporation   appropriate
documentation  that the person or persons exercising  the  option
(if other than Optionee) have the right to exercise this option.

          (d)  For purposes of this Agreement, the Exercise Date shall be
the date on which the executed Exercise Notice shall have been delivered to
the Company.  Except to the extent the sale and
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remittance procedure specified above is utilized in connection with the
option exercise, payment of the Option Price for the purchased shares must
accompany such Exercise Notice.

           (e)   For all valuation purposes under this Agreement,
the  Fair  Market Value per share of Common Stock on any relevant
date  shall  be  determined  in  accordance  with  the  following
provisions:

               (i)  If the Common Stock is not at the time listed
                    or   admitted  to  trading  on  any  national
                    securities  exchange but  is  traded  on  the
                    Nasdaq National Market, the Fair Market Value
                    shall  be the mean between the highest  "bid"
                    and lowest "offered" quotations of a share of
                    Common Stock on such date (or if none, on the
                    most recent date on which there were bid  and
                    offered  quotations  of  a  share  of  Common
                    Stock),  as  reported by the Nasdaq  National
                    Market or any successor system.

               (ii) If  the Common Stock is at the time listed or
                    admitted   to   trading   on   any   national
                    securities  exchange, then  the  Fair  Market
                    Value shall be the closing selling price  per
                    share   on  the  date  in  question  on   the
                    securities   exchange,  as  such   price   is
                    officially  quoted in the composite  tape  of
                    transactions on such exchange.  If  there  is
                    no  reported  sale of Common  Stock  on  such
                    exchange  on the date in question,  then  the
                    Fair   Market  Value  shall  be  the  closing
                    selling  price on the exchange  on  the  last
                    preceding   date  for  which  such  quotation
                    exists.

               (iii)      If  the  Common Stock is not listed  on
                    such date on any national securities exchange
                    nor  included in the Nasdaq National  Market,
                    but is traded in the over-the-counter market,
                    the  highest "bid" quotation of  a  share  of
                    Common Stock on such date (or if none, on the
                    most  recent  date on which  there  were  bid
                    quotations  of a share of Common  Stock),  as
                    reported on the Nasdaq Smallcap Market or the
                    NASD OTC Bulletin Board, as applicable.

           (f)   Upon such exercise, the Company shall issue  and
cause  to be delivered with all reasonable dispatch (and  in  any
event within three business days of such exercise) to or upon the
written order of the Optionee at its address, and in the name  of
the  Optionee,  a certificate or certificates for the  number  of
full  Option Shares issuable upon the exercise together with such
other  property (including cash) and securities as  may  then  be
deliverable upon such exercise.  Such certificate or certificates
shall  be  deemed to have been issued and the Optionee  shall  be
deemed to have become a holder of record of such Option Shares as
of the Exercise Date.

     2.   The Optionee acknowledges that the shares subject to this
          option have not and will not be registered as of the date of
          exercise of this option under the Securities Act or the
          securities laws of any state. The Optionee acknowledges that this
          option and the shares issuable on exercise of the option, when
          and if issued, are and will be "restricted securities" as defined
          in Rule 144 promulgated by the Securities and Exchange Commission
          and must be held indefinitely unless subsequently registered
          under the Securities Act and any other applicable state
          registration requirements.  Except as provided herein, the
          Company is under no obligation to register the securities under
          the Securities Act or under applicable state statutes.  In the
          absence of such a registration or an available exemption from
          registration, sale of the Option Shares may be practicably
          impossible.  The Optionee shall confirm to the Company the
          representations set forth
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          above in connection with the exercise of all or any portion
          of this option.  The Company agrees to register or qualify the
          Option Shares, but not this option, for resale as follows:

      (a)   If, at any time during the period in which the rights
represented  by  this  Agreement  are  exercisable,  the  Company
proposes  to file a registration statement or notification  under
the  Securities Act for the primary or secondary sale of any debt
or  equity security, it will give written notice at least 30 days
prior   to   the   filing  of  such  registration  statement   or
notification  to the Optionee of its intention  to  do  so.   The
Company  agrees  that, after receiving written  notice  from  the
Optionee  of  its  desire to include its Option  Shares  in  such
proposed  registration  statement or  notification,  the  Company
shall  afford  the Optionee the opportunity to  have  its  Option
Shares included therein.  Notwithstanding the provisions of  this
paragraph  2(b), the Company shall have the right,  at  any  time
after  it  shall  have  given written  notice  pursuant  to  this
paragraph (whether or not a written request for inclusion of  the
Option  Shares  shall  be made) to elect not  to  file  any  such
proposed  registration statement or notification or  to  withdraw
the  same  after  the  filing but prior  to  the  effective  date
thereof.   In no event shall the Company be obligated to  include
the  Option  Shares in any registration statement or notification
under  this paragraph 2(b) if, in the opinion of the underwriter,
the inclusion of the Option Shares in such registration statement
or  notification would be materially detrimental to the  proposed
offering  of  debt  or equity securities pursuant  to  which  the
Company   gave  notice  to  the  holders  under  this  paragraph;
provided, that the Option Shares shall not be excluded  from  any
such  registration statement or notification if  debt  or  equity
securities of the Company held by any other persons are, or  will
be, included in such registration statement or notification.

      (b)   In  connection  with  the filing  of  a  registration
statement,  notification, or post-effective amendment under  this
section, the Company covenants and agrees:

            (i)    to  pay  all  expenses  of  such  registration
     statement,   notification,   or  post-effective   amendment,
     including, without limitation, printing charges, legal  fees
     and  disbursements  of  counsel for the  Company,  blue  sky
     expenses, accounting fees and filing fees, but not including
     legal fees and disbursements of counsel to the Optionee  and
     any sales commissions on Option Shares offered and sold;

           (ii) to take all necessary action which may reasonably
     be  required in qualifying or registering the Option  Shares
     included in a registration statement, notification or  post-
     effective  amendment  for  the  offer  and  sale  under  the
     securities  or blue sky laws of such states as requested  by
     the  Optionee;  provided  that  the  Company  shall  not  be
     obligated to execute or file any general consent to  service
     of  process  or  to qualify as a foreign corporation  to  do
     business under the laws of any such jurisdiction; and

           (iii)     to utilize its best efforts to keep the same
     effective   on  a  continuous  or  shelf  basis  until   all
     registered Option Shares of the Optionee have been sold.

     (c)  The Optionee shall cooperate with the Company and shall
          furnish such information as the Company may request in connection
          with any such registration statement, notification or post-
          effective amendment hereunder, on which the Company shall be
          entitled to rely, and the Optionee shall indemnify and hold
          harmless the Company (and all other persons who may be subject to
          liability under the Securities Act or otherwise) from and against
          any and all claims, actions, suits, liabilities, losses, damages,
          and expenses of every nature and character (including, but
          without limitation, all attorneys' fees and amounts paid in
          settlement of any claim, action, or suit) which arise or result
          directly or indirectly from any untrue statement of a material
          fact furnished by the Optionee in connection with such
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<PAGE>
          registration or qualification, or from the failure of the
          Optionee to furnish material information in connection with the
          facts required to be included in such registration statement,
          notification or post-effective amendment necessary to make the
          statements therein not misleading.

      3.    The Company, during the term of this Agreement,  will
obtain  from  the appropriate regulatory agencies  any  requisite
authorization in order to issue and sell such number of shares of
its   Common  Stock  as  shall  be  sufficient  to  satisfy   the
requirements of the Agreement.

      4.    The  number  of  Option Shares purchasable  upon  the
exercise  of this option and the Option Price per share shall  be
subject  to adjustment from time to time subject to the following
terms.   If the outstanding shares of Common Stock of the Company
are  increased,  decreased,  changed  into  or  exchanged  for  a
different  number  or  kind  of shares  of  the  Company  through
reorganization,    recapitalization,   reclassification,    stock
dividend, stock split or reverse stock split, the Company or  its
successors   and   assigns   shall  make   an   appropriate   and
proportionate adjustment in the number or kind of shares, and the
per-share  Option  Price thereof, which  may  be  issued  to  the
Optionee  under  this  Agreement upon  exercise  of  the  options
granted under this Agreement.  The purchase rights represented by
this  option shall not be exercisable with respect to a  fraction
of  a  share  of Common Stock.  Any fractional shares  of  Common
Stock arising from the dilution or other adjustment in the number
of  shares subject to this option shall rounded up to the nearest
whole share.

     5.   The Company covenants and agrees that all Option Shares
which  may  be  delivered upon the exercise of this option  will,
upon  delivery, be free from all taxes, liens, and  charges  with
respect to the purchase thereof; provided, that the Company shall
have  no  obligation with respect to any income tax liability  of
the  Optionee  and  the Company may, in its discretion,  withhold
such  amount  or require the Optionee to make such  provision  of
funds  or  other consideration as the Company deems necessary  to
satisfy  any income tax withholding obligation under  federal  or
state law.

      6.    The  Company agrees at all times to reserve  or  hold
available a sufficient number of shares of Common Stock to  cover
the  number of Option Shares issuable upon the exercise  of  this
and all other options of like tenor then outstanding.

      7.   This option shall not entitle the holder hereof to any
voting rights or other rights as a shareholder of the Company, or
to   any  other  rights  whatsoever,  except  the  rights  herein
expressed, and no dividends shall be payable or accrue in respect
of  this option or the interest represented hereby or the  Option
Shares  purchasable hereunder until or unless, and except to  the
extent that, this option shall be exercised..

      8.   The Company may deem and treat the registered owner of
this  option  as the absolute owner hereof for all  purposes  and
shall not be affected by any notice to the contrary.

      9.    In the event that any provision of this Agreement  is
found  to  be  invalid  or  otherwise  unenforceable  under   any
applicable law, such invalidity or unenforceability shall not  be
construed  as  rendering  any other provisions  contained  herein
invalid or unenforceable, and all such other provisions shall  be
given  full  force and effect to the same extent  as  though  the
invalid or unenforceable provision were not contained herein.

     10.  This  Agreement shall be governed by and  construed  in
accordance with the internal laws of the state of Texas, without
regard to the principles of conflicts of law thereof.
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<PAGE>

      11.   Except  as otherwise provided herein, this  Agreement
shall  be binding on and inure to the benefit of the Company  and
the  person  to  whom  an option is granted hereunder,  and  such
person's  heirs,  executors, administrators,  legatees,  personal
representatives, assignees, and transferees.

     IN WITNESS WHEREOF, the Company has caused this option to be
executed  by  the  signature  of  its  duly  authorized  officer,
effective this _____th day of April, 2001.

                                   EDLAM ACQUISITION CORPORATION



                                     By__________________________
                                       Duly Authorized Officer

      The  undersigned Optionee hereby acknowledges receipt of  a
copy  of the foregoing option and acknowledges and agrees to  the
terms and conditions set forth in the option.



                                    ______________________________
                                     Robert S. Hardy
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                        Exercise Notice
          (to be signed only upon exercise of Option)

TO:  Edlam Acquisition Corporation

       The  Optionee,  holder  of  the  attached  option,  hereby
irrevocable elects to exercise the purchase rights represented by
the option for, and to purchase thereunder,______________________
shares of common stock of  Edlam Acquisition Corporation, and
herewith makes payment therefor, and requests that the certificate(s)
for such shares be delivered  to the Optionee at:
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________

     If purchase is to be effected by conversion of the option to
Common  Stock,  the Optionee hereby converts option  rights  with
respect to  ___________  Option Shares represented by the option.

     If acquired without registration under the Securities Act of
1933, as amended ("Securities Act"), the Optionee represents that
the  Common  Stock is being acquired without a view to,  or  for,
resale  in  connection  with  any  distribution  thereof  without
registration  or  other compliance under the Securities  Act  and
applicable state statutes, and that the Optionee has no direct or
indirect  participation  in  any  such  undertaking  or  in   the
underwriting  of  such an undertaking.  The Optionee  understands
that  the  Common  Stock has not been registered,  but  is  being
acquired  by reason of a specific exemption under the  Securities
Act  as well as under certain state statutes for transactions  by
an  issuer  not  involving  any  public  offering  and  that  any
disposition of the Common Stock may, under certain circumstances,
be  inconsistent with these exemptions. The Optionee acknowledges
that  the  Common  Stock  must be  held  and  may  not  be  sold,
transferred,   or   otherwise  disposed  of  for   value   unless
subsequently registered under the Securities Act or an  exemption
from  such  registration is available.  The Company is  under  no
obligation to register the Common Stock under the Securities Act,
except  as  provided  in  the  Agreement  for  the  option.   The
certificates  representing the Common Stock will  bear  a  legend
restricting  transfer,  except  in  compliance  with   applicable
federal and state securities statutes.

      The  Optionee  agrees and acknowledges that this  purported
exercise  of  the option is conditioned on, and subject  to,  any
compliance  with  requirements of applicable  federal  and  state
securities laws deemed necessary by the Company.

     DATED this ___ day of _________________________, __________.

                                   _____________________________
                                   Signature
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