ICOA, INC.

                             2000 STOCK OPTION PLAN

1.       PURPOSE
         -------

                  The  purpose of this plan (the  "Plan") is to secure for ICOA,
Inc., a Nevada  corporation  (the "Company") and its  stockholders  the benefits
arising from capital  stock  ownership by  employees,  officers,  directors  and
consultants of the Company and its affiliated  corporations  who are expected to
contribute to the Company's future growth and success. The Plan is also designed
to attract and retain other  persons who will  provide  services to the Company.
Those provisions of the Plan which make express  reference to Section 422 of the
Internal  Revenue  Code of 1986,  as amended or replaced  from time to time (the
"Code"), shall apply only to Incentive Stock Options (as that term is defined in
the Plan).  The Plan was adopted by the Board of  Directors  of the Company (the
"Board") on November 1, 2000, subject to the approval of the stockholders of the
Company.

2.       TYPE OF OPTIONS AND ADMINISTRATION
         ----------------------------------

                  (a) Types of  Options.  Options  granted  pursuant to the Plan
shall be authorized  by action of the Board (or the  committee  appointed by the
Board in accordance  with Section 2(b) below) and may be either  incentive stock
options ("Incentive Stock Options") intended to meet the requirements of Section
422 of the Code or  non-statutory  options  which are not  intended  to meet the
requirements of Section 422 of the Code ("Non-Qualified Options").

                  (b)  Administration.  The  Plan  will be  administered  by the
Board, or by a committee (the  "Committee")  consisting of two or more directors
appointed by the Board, in each case whose  construction and  interpretation  of
the terms and  provisions of the Plan shall be final and  conclusive and binding
upon the optionee and all other persons  interested or claiming  interests under
the  Plan.  Notwithstanding  the  foregoing,  if the  Company  is or  becomes  a
corporation  issuing  any  class of  common  equity  securities  required  to be
registered under section 12 of the Securities Exchange Act of 1934 (a "Reporting
Company"),  to the extent  necessary to preserve  any  deduction  under  Section
162(m) of the Code or to comply with Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended (the  "Exchange  Act"),  or any successor  rule
("Rule  16b-3"),  any Committee  appointed by the Board to  administer  the Plan
shall  be  comprised  of  two  or  more  directors  each  of  whom  shall  be  a
"non-employee  director,"  within the  meaning of Rule  16b-3,  and an  "outside
director,"  within the meaning of Treasury  Regulation  Section  1.162-27(e)(3),
(the  "Committee")  and the  delegation  of  powers  to the  Committee  shall be
consistent with applicable laws and regulations (including,  without limitation,
applicable  state law and Rule 16b-3).  The Board or  Committee  may in its sole
discretion  grant  options to purchase  shares of the  Company's  Common  Stock,
$.0001 par value per share ("Common  Stock"),  and issue shares upon exercise of
such  options  as  provided  in the Plan.  The  Board or  Committee  shall  have
authority,  subject to the  express  provisions  of the Plan,  to  construe  the
respective option agreements and the Plan; to prescribe, amend and rescind rules
and  regulations  relating to the Plan; to determine the terms and

<PAGE>

provisions of the respective option agreements, which need not be identical; and
to make all other  determinations  in the  judgment  of the  Board or  Committee
necessary  or  desirable  for the  administration  of the  Plan.  The  Board  or
Committee  may  correct  any  defect or supply any  omission  or  reconcile  any
inconsistency  in the Plan or in any option  agreement  in the manner and to the
extent it shall deem expedient to carry the Plan into effect and it shall be the
sole and final judge of such  expediency.  No director or person acting pursuant
to  authority  delegated  by the  Board  shall  be  liable  for  any  action  or
determination under the Plan made in good faith.

3.       ELIGIBILITY
         -----------

                  Options  may be  granted to  persons  who are,  at the time of
grant,  employees,  officers,  directors  or  consultants  of the Company or any
parent or subsidiary of the Company, as respectively  defined in Sections 424(e)
and  424(f)  of the  Code  (each  such  parent  and  subsidiary  of the  Company
hereinafter individually and collectively called an "Affiliate"), provided, that
Incentive  Stock  Options may only be granted to  individuals  who are employees
(within  the  meaning  of  Section  3401(c)  of the Code) of the  Company or any
Affiliate.  Options  may also be granted to other  persons,  provided  that such
options shall be Non-Qualified  Options. A person who has been granted an option
may, if he or she is otherwise  eligible,  be granted  additional options if the
Board or Committee shall so determine.  Notwithstanding  anything in the Plan to
the contrary,  if the Company is or becomes a Reporting Company,  no employee of
the Company or an Affiliate  shall be granted  options with respect to more than
2,000,000 shares of Common Stock during any calendar year.

4.       STOCK SUBJECT TO PLAN
         ---------------------

                  The stock  subject to options  granted under the Plan shall be
shares of  authorized  but  unissued  or  reacquired  Common  Stock.  Subject to
adjustment  as  provided in Section 15 below,  the  maximum  number of shares of
Common  Stock of the  Company  which  may be issued  and sold  under the Plan is
7,500,000 shares. If an option granted under the Plan shall expire, terminate or
is  cancelled  for any  reason  without  having  been  exercised  in  full,  the
unpurchased  shares  subject  to  such  option  shall  again  be  available  for
subsequent option grants under the Plan.

5.       FORMS OF OPTION AGREEMENTS
         --------------------------

                  As a condition to the grant of an option under the Plan,  each
recipient  of an  option  shall  execute  an option  agreement  in such form not
inconsistent with the Plan and as may be approved by the Board or the Committee.
The terms of such option agreements may differ among recipients.


                                      -2-
<PAGE>

6.       PURCHASE PRICE
         --------------

                  (a)  General.  The  purchase  price per share of Common  Stock
issuable  upon the exercise of an option shall be determined by the Board or the
Committee at the time of grant of such option,  provided,  however,  that in the
case of an Incentive  Stock  Option,  the exercise  price shall not be less than
100% of the Fair Market Value (as  hereinafter  defined) of such Common Stock at
the time of grant of such option, or less than 110% of such Fair Market Value in
the case of options  described in Section 11(b) of the Plan. "Fair Market Value"
of a share of Common Stock of the Company as of a specified date for purposes of
the Plan shall mean the average  trading price of a share of the Common Stock on
the  principal  securities  exchange  (including  but not  limited to The Nasdaq
SmallCap Market or The Nasdaq  National  Market) on which such shares are traded
on the day immediately preceding the date as of which Fair Market Value is being
determined,  or on the next preceding date on which such shares are traded if no
shares were traded on such  immediately  preceding day, or if the shares are not
traded on a  securities  exchange,  Fair Market  Value shall be deemed to be the
average   of  the  high  bid  and  low  asked   prices  of  the  shares  in  the
over-the-counter  market on the day  immediately  preceding the date as of which
Fair Market Value is being  determined  or on the next  preceding  date on which
such high bid and low asked prices were recorded. If the shares are not publicly
traded, Fair Market Value of a share of Common Stock shall be determined in good
faith by the Board.

                  (b) Payment of Purchase Price.  Options granted under the Plan
may provide for the payment of the exercise price by delivery of cash or a check
to the order of the  Company in an amount  equal to the  exercise  price of such
options,  or  by  any  other  means  (including,  without  limitation,  cashless
exercise) which the Board determines are consistent with the purpose of the Plan
and with applicable laws and regulations  (including,  without  limitation,  the
provisions of Rule 16b-3 if the Company is or becomes a Reporting Company).

7.       EXERCISE OPTION PERIOD
         ----------------------

                  Subject to earlier  termination as provided in the Plan,  each
option and all rights  thereunder shall expire on such date as determined by the
Board  or the  Committee  and set  forth  in the  applicable  option  agreement,
provided,  that such date shall not be later than ten (10) years  after the date
on which the option is granted.

8.       EXERCISE OF OPTIONS
         -------------------

                  Each option granted under the Plan shall be exercisable either
in full or in installments at such time or times and during such period as shall
be set forth in the option  agreement  evidencing  such  option,  subject to the
provisions of the Plan. Subject to the requirements in the immediately preceding
sentence, if an option is not at the time of grant immediately exercisable,  the
Board or Committee may (i) in the agreement evidencing such option,  provide for
the  acceleration  of the exercise date or dates of the subject  option upon the
occurrence  of specified  events,  and/or (ii) at any time prior to the complete
termination of an option, accelerate the exercise date or dates of such option.

                                      -3-
<PAGE>

9.       NONTRANSFERABILITY OF OPTIONS
         -----------------------------

                  No option  granted  under  this Plan  shall be  assignable  or
otherwise transferable by the optionee, except by will or by the laws of descent
and distribution. An option may be exercised during the lifetime of the optionee
only by the optionee.

10.      EFFECT OF TERMINATION OF EMPLOYMENT OR OTHER RELATIONSHIP
         ---------------------------------------------------------

                  Except as provided in Section  11(d) of the Plan with  respect
to Incentive  Stock  Options and except as may  otherwise be  determined  by the
Board  or  Committee  at the  date of grant of an  option,  and  subject  to the
provisions  of the Plan,  an optionee  may exercise an option at any time within
three (3) months following the termination of the optionee's employment or other
relationship  with the Company and its Affiliates or within one (1) year if such
termination  was due to the death or  disability  (within the meaning of Section
22(e)(3) of the Code or any  successor  provisions  thereto) of the optionee (to
the extent such option is otherwise exercisable at the time of such termination)
but in no event later than the  expiration  date of the option.  Notwithstanding
the  foregoing  and  except  as may  otherwise  be  determined  by the  Board or
Committee,  if the  termination of the optionee's  employment is for cause or is
otherwise  attributable  to a  breach  by  the  optionee  of  an  employment  or
confidentiality or non-disclosure agreement, the option shall expire immediately
upon such termination.  The Board shall have the power to determine, in its sole
discretion,  what  constitutes  a  termination  for  cause  or a  breach  of  an
employment or confidentiality or non-disclosure  agreement,  whether an optionee
has been  terminated  for cause or has breached such an agreement,  and the date
upon which such termination for cause or breach occurs. Any such  determinations
shall be final  and  conclusive  and  binding  upon the  optionee  and all other
persons interested or claiming interests under the Plan.

11.      INCENTIVE STOCK OPTIONS
         -----------------------

                  Options  granted  under  the Plan  which  are  intended  to be
Incentive Stock Options shall be subject to the following  additional  terms and
conditions:

                  (a) Express  Designation.  All Incentive Stock Options granted
under the Plan shall, at the time of grant,  be specifically  designated as such
in the option agreement covering such Incentive Stock Options.

                  (b) 10%  Shareholder.  If any  employee  to whom an  Incentive
Stock  Option  is to be  granted  under the Plan is, at the time of the grant of
such option,  the owner of stock  possessing more than 10% of the total combined
voting power of all classes of stock of the Company  (after  taking into account
the attribution of stock  ownership  rules of Section 424(d) of the Code),  then
the following  special  provisions  shall be  applicable to the Incentive  Stock
Option granted to such individual:

                                      -4-
<PAGE>

                         (i) the  purchase  price per share of the Common  Stock
         subject to such  Incentive  Stock Option shall not be less than 110% of
         the Fair  Market  Value of one  share  of  Common  Stock at the time of
         grant; and

                         (ii) the option  exercise  period shall not exceed five
         (5) years from the date of grant.

                  (c)  Dollar  Limitation.  For so long  as the  Code  shall  so
provide, options granted to any employee under the Plan (and any other incentive
stock option plans of the Company)  which are intended to  constitute  Incentive
Stock Options shall not  constitute  Incentive  Stock Options to the extent that
such options, in the aggregate, become exercisable for the first time in any one
calendar year for shares of Common Stock with an aggregate Fair Market Value, as
of the respective date or dates of grant, of more than $100,000.

                  (d)  Termination  of  Employment,   Death  or  Disability.  No
Incentive  Stock Option may be exercised  unless,  at the time of such exercise,
the optionee is, and has been continuously since the date of grant of his or her
option, employed by the Company or its Affiliate, except that:

                        (i) an Incentive  Stock  Option may be exercised  within
         the period of three (3) months after the date the optionee ceases to be
         an  employee  of the  Company or its  Affiliate  (or within such lesser
         period as may be specified in the applicable option agreement),  to the
         extent it is otherwise exercisable at the time of such cessation,

                       (ii) if the  optionee  dies  while in the  employ  of the
         Company or its Affiliate, or within three (3) months after the optionee
         ceases  to be such an  employee,  the  Incentive  Stock  Option  may be
         exercised by the person to whom it is  transferred  by will or the laws
         of descent and distribution within the period of one (1) year after the
         date of death (or within such lesser  period as may be specified in the
         applicable option agreement), to the extent it is otherwise exercisable
         at the time of the optionee's death, and

                      (iii) if the optionee becomes disabled (within the meaning
         of Section  22(e)(3) of the Code or any successor  provisions  thereto)
         while in the employ of the  Company  or its  Affiliate,  the  Incentive
         Stock Option may be  exercised  within the period of one (1) year after
         the date the  optionee  ceases to be such an  employee  because of such
         disability  (or within such lesser  period as may be  specified  in the
         applicable option agreement), to the extent it is otherwise exercisable
         at the time of such cessation.

For all  purposes  of the Plan and any option  granted  hereunder,  "employment"
shall be defined in accordance with the provisions of Section  1.421-7(h) of the
Treasury  Regulations  (or  any  successor  regulations).   Notwithstanding  the
foregoing  provisions,  no Incentive  Stock  Option may be  exercised  after its
expiration date.

                                      -5-
<PAGE>

12.      ADDITIONAL PROVISIONS
         ---------------------

                  (a) Additional Option  Provisions.  The Board or the Committee
may, in its sole discretion,  include additional provisions in option agreements
covering  options  granted  under  the  Plan,   including  without   limitation,
restrictions  on  transfer,   repurchase   rights,   rights  of  first  refusal,
commitments to pay cash bonuses or to make,  arrange for or guaranty loans or to
transfer  other  property to optionees  upon exercise of options,  or such other
provisions as shall be determined by the Board or the Committee,  provided, that
such additional  provisions  shall not be inconsistent  with the requirements of
applicable  law and such  additional  provisions  shall not cause any  Incentive
Stock Option  granted  under the Plan to fail to qualify as an  Incentive  Stock
Option within the meaning of Section 422 of the Code.

                  (b) Acceleration,  Extension,  Etc. The Board or the Committee
may, in its sole discretion (i) accelerate the date or dates on which all or any
particular  option or options  granted under the Plan may be exercised,  or (ii)
extend the dates during which all, or any particular,  option or options granted
under the Plan may be exercised, provided, however, that no such acceleration or
extension  shall be permitted if it would (i) cause any  Incentive  Stock Option
granted  under the Plan to fail to qualify as an Incentive  Stock Option  within
the meaning of Section  422 of the Code,  or (ii) if the Company is or becomes a
Reporting  Company,  cause the Plan or any option granted under the Plan to fail
to comply with Rule 16b-3 (if applicable to the Plan or such option).

13.      GENERAL RESTRICTIONS
         --------------------

                  (a)  Investment  Representations.  The Board or Committee  may
require any person to whom an option is granted,  as a condition  of  exercising
such  option  or  award,  to give  written  assurances  in  substance  and  form
satisfactory  to the  Board or  Committee  to the  effect  that  such  person is
acquiring  the  Common  Stock  subject to the option or award for his or her own
account  for  investment  and not with  any  present  intention  of  selling  or
otherwise  distributing  the same,  and to such  other  effects  as the Board or
Committee  deems  necessary or  appropriate  in order to comply with  applicable
federal and state securities laws, or with covenants or representations  made by
the  Company  in  connection  with any  public  offering  of its  Common  Stock,
including any "lock-up" or other restriction on transferability.

                  (b)  Compliance  With  Securities  Law.  Each option  shall be
subject to the  requirement  that if, at any time,  counsel to the Company shall
determine that the listing,  registration or qualification of the shares subject
to such  option or award upon any  securities  exchange or  automated  quotation
system or under any state or federal  law,  or the  consent or  approval  of any
governmental   or  regulatory   body,  or  that  the  disclosure  of  non-public
information  or the  satisfaction  of any other  condition,  is  necessary  as a
condition  of,  or in  connection  with  the  issuance  or  purchase  of  shares
thereunder,  except to the extent expressly  permitted by the Board, such option
or  award  may not be  exercised,  in whole or in  part,  unless  such  listing,
registration,  qualification,  consent  or  approval  or  satisfaction  of  such
condition  shall have been effected or obtained on conditions  acceptable to the
Board or the Committee. Nothing herein shall be deemed to require the Company to
apply for or to obtain such  listing,  registration,  qualification,  consent or
approval,  or to satisfy

                                      -6-
<PAGE>

such  condition.  In addition,  Common Stock issued upon the exercise of options
may bear such legends as the Company may deem advisable to reflect  restrictions
which may be imposed by law, including,  without limitation,  the Securities Act
of 1933, as amended,  any state "blue sky" or other applicable  federal or state
securities law.

14.      RIGHTS AS A STOCKHOLDER
         -----------------------

                  The holder of an option shall have no rights as a  stockholder
with respect to any shares covered by the option (including, without limitation,
any right to vote or to receive dividends or non-cash distributions with respect
to such  shares)  until the  effective  date of exercise of such option and then
only to the extent of the shares of Common  Stock so  purchased.  No  adjustment
shall be made for  dividends  or other rights for which the record date is prior
to the date of exercise.

15.      ADJUSTMENT PROVISIONS FOR RECAPITALIZATIONS,
         REORGANIZATIONS AND RELATED TRANSACTIONS
         ----------------------------------------

                  (a) Recapitalizations and Related Transactions. If, through or
as a result of any  recapitalization,  reclassification,  stock dividend,  stock
split,  reverse stock split or other  similar  transaction  (i) the  outstanding
shares of Common Stock are  increased,  decreased  or exchanged  for a different
number or kind of shares or other securities of the Company,  or (ii) additional
shares or new or different  shares or other non-cash assets are distributed with
respect to such shares of Common Stock or other  securities,  an appropriate and
proportionate  adjustment  shall be made in (x) the  maximum  number and kind of
shares reserved for issuance under or otherwise referred to in the Plan, (y) the
number and kind of shares or other  securities  subject to any  then-outstanding
options  under  the  Plan,  and (z) the  price  for each  share  subject  to any
then-outstanding options under the Plan, without changing the aggregate purchase
price  as  to  which  such  options  remain  exercisable.   Notwithstanding  the
foregoing,  no  adjustment  shall be made  pursuant  to this  Section 15 if such
adjustment (A) would cause any Incentive  Stock Option granted under the Plan to
fail to qualify as an Incentive  Stock Option  within the meaning of Section 422
of the Code, (B) if the Company is or becomes a Reporting  Company,  would cause
the Plan or any option  granted under the Plan to fail to comply with Rule 16b-3
(if  applicable to the Plan or such  option),  or (C) would be considered as the
adoption of a new plan requiring stockholder approval.

                  (b) Reorganization,  Merger and Related  Transactions.  To the
extent  specified in an applicable  option  agreement,  all outstanding  options
under such applicable option agreement shall become fully exercisable  following
the  occurrence  of any Trigger  Event (as defined  below),  whether or not such
options are then  exercisable  under the  provisions  of the  applicable  option
agreement  relating thereto.  For purposes of the Plan, a "Trigger Event" is any
one of the following  events,  other than in connection  with the initial public
offering of the Common Stock:

                        (i) the date the  Company  acquires  knowledge  that any
         person or group deemed a person under  Section  13(d)-3 of the Exchange
         Act (other than the Company,  any Affiliate,  any employee benefit plan
         of the  Company or of any  Affiliate  or any entity  holding  shares of
         Common Stock or other  securities of the Company for or pursuant to the

                                      -7-
<PAGE>

         terms  of any  such  plan or any  individual  or  entity  or  group  or
         affiliate  thereof which  acquired its  beneficial  ownership  interest
         prior to the date the Plan was adopted by the Board),  in a transaction
         or series of transactions, has become the beneficial owner, directly or
         indirectly  (with beneficial  ownership  determined as provided in Rule
         13d-3, or any successor rule, under the Exchange Act), of securities of
         the Company  entitling  the person or group to 51% or more of all votes
         (without  consideration  of the  rights  of any class of stock to elect
         directors by a separate  class vote) to which all  stockholders  of the
         Company would be entitled in the election of the Board were an election
         held  on  such  date;  provided,  however,  that  the  sale  of  voting
         securities by the Company,  to a person or group,  prior to such person
         or group acquiring such 51% of the voting securities, shall be excluded
         from the operation of this section  15(b)(i) with the advance  approval
         of the Board of Directors;

                       (ii) the date,  during any period of two (2)  consecutive
         years,  when individuals who at the beginning of such period constitute
         the  Board  cease  for any  reason to  constitute  at least a  majority
         thereof,  unless the election,  or the  nomination  for election by the
         stockholders  of the  Company,  of each new  director was approved by a
         vote of at least a majority of the  directors  then still in office who
         were directors at the beginning of such period; and

                       (iii) the date of  approval  by the  stockholders  of the
         Company of an agreement (a "reorganization agreement") providing for:

                           (A) The merger or  consolidation  of the Company with
                  another corporation (x) where the stockholders of the Company,
                  immediately  prior  to the  merger  or  consolidation,  do not
                  beneficially   own,    immediately   after   the   merger   or
                  consolidation,  shares  of the  corporation  issuing  cash  or
                  securities  in the  merger  or  consolidation  entitling  such
                  stockholders   to  50%  or   more   of  all   votes   (without
                  consideration  of the  rights  of any  class of stock to elect
                  directors by a separate class vote) to which all  stockholders
                  of such  corporation  would be  entitled  in the  election  of
                  directors, or (y) where the members of the Board,  immediately
                  prior to the  merger  or  consolidation,  do not,  immediately
                  after the merger or  consolidation,  constitute  a majority of
                  the Board of  Directors  of the  corporation  issuing  cash or
                  securities in the merger or consolidation, or

                           (B)  The  sale  or  other   disposition   of  all  or
                  substantially all the assets of the Company.

                  (c) Board Authority to Make Adjustments. Any adjustments under
this Section 15 will be made by the Board or the Committee,  whose determination
as to what  adjustments,  if any,  will be made and the extent  thereof  will be
final,  binding and  conclusive.  No fractional  shares will be issued under the
Plan on account of any such adjustments.

                                      -8-
<PAGE>

16.      NO EMPLOYMENT RIGHTS
         --------------------

                  Nothing contained in the Plan or in any option agreement shall
confer upon any optionee any right with  respect to the  continuation  of his or
her employment or other  relationship  with the Company or any of its Affiliates
or interfere  in any way with the right of the Company or any of its  Affiliates
at any time to  terminate  such  employment  or  relationship  or to increase or
decrease the compensation of the optionee.

17.      AMENDMENT, MODIFICATION OR TERMINATION OF THE PLAN
         --------------------------------------------------

                  (a) The Board may at any time modify,  amend or terminate  the
Plan,  provided  that  to the  extent  required  by  applicable  law,  any  such
modification,  amendment or termination  shall be subject to the approval of the
stockholders of the Company.

                  (b) The  modification,  amendment or  termination  of the Plan
shall not,  without  the  consent of an  optionee,  adversely  affect his or her
rights under an option previously granted to him or her. With the consent of the
optionee  affected,  the Board or the Committee may amend or modify  outstanding
option  agreements in a manner not inconsistent  with the Plan.  Notwithstanding
the foregoing, the Board shall have the right (but not the obligation),  without
the  consent  of the  optionee  affected,  to amend or modify  (i) the terms and
provisions of the Plan and of any outstanding  Incentive Stock Option agreements
granted  under  the Plan to the  extent  necessary  to  qualify  any or all such
options for such favorable federal income tax treatment  (including  deferral of
taxation upon exercise) as may be afforded incentive stock options under Section
422 of the Code,  (ii) if the  Company is or becomes a  Reporting  Company,  the
terms and  provisions  of the Plan and the  option  agreements  entered  into in
connection  with any outstanding  options to the extent  necessary to ensure the
qualification  of the Plan and such options  under Rule 16b-3 (if  applicable to
the Plan and such  options),  and (iii) if the Company is or becomes a Reporting
Company,  the terms and provisions of the Plan and the option agreements entered
into in  connection  with any  outstanding  option to the extent  that the Board
determines  necessary to preserve the deduction of compensation  paid to certain
optionees who are "covered employees," within the meaning of Treasury Regulation
Section  1.162-27(c)(2),  as a result of the grant or exercise of options  under
the Plan.

18.      WITHHOLDING
         -----------

                  (a) The  Company  shall have the right to deduct and  withhold
from  payments or  distributions  of any kind  otherwise due to the optionee any
federal,  state or local taxes of any kind required by law to be so deducted and
withheld  with respect to any shares  issued upon  exercise of options under the
Plan. Subject to the prior approval of the Company, which may be withheld by the
Company  in its  sole  discretion,  the  optionee  may  elect  to  satisfy  such
obligations,  in whole or in part by (i) causing the Company to withhold  shares
of Common Stock otherwise  issuable pursuant to the exercise of an option,  (ii)
delivering to the Company  shares of Common Stock already owned by the optionee,
or (iii)  delivering  to the Company cash or a check to the order of the Company
in

                                      -9-
<PAGE>

an amount  equal to the amount  required to be so  deducted  and  withheld.  The
shares  delivered in accordance with method (ii) above or withheld in accordance
with method (i) above shall have a Fair Market  Value equal to such  withholding
obligation  as of the  date  that  the  amount  of tax to be  withheld  is to be
determined.  An optionee who has made (with the Company's  approval) an election
pursuant to method (i) or (ii) of this Section 18(a) may only satisfy his or her
withholding  obligation with shares of Common Stock which are not subject to any
repurchase, forfeiture, unfulfilled vesting or other similar requirements.

                  (b) The  acceptance of shares of Common Stock upon exercise of
an Incentive  Stock Option shall  constitute an agreement by the optionee (i) to
notify the Company if any or all of such shares are  disposed of by the optionee
within two (2) years from the date the option was granted or within one (1) year
from the date the shares were issued to the optionee pursuant to the exercise of
the option, and (ii) if required by law, to remit to the Company, at the time of
and in the case of any such  disposition,  an amount  sufficient  to satisfy the
Company's  federal,  state and local withholding tax obligations with respect to
such  disposition,  whether or not, as to both (i) and (ii),  the optionee is in
the employ of the Company or its Affiliate at the time of such disposition.

19.      CANCELLATION AND NEW GRANT OF OPTIONS, ETC.
         -------------------------------------------

                  The Board or the Committee shall have the authority to effect,
at any time and from time to time, with the consent of the affected  optionee(s)
the (i)  cancellation of any or all  outstanding  options under the Plan and the
grant in  substitution  therefor of new options under the Plan (or any successor
stock  option plan of the Company)  covering  the same or  different  numbers of
shares of Common Stock and having an option  exercise  price per share which may
be lower or higher than the exercise  price per share of the cancelled  options,
or  (ii)  amendment  of the  terms  of the  option  agreements  entered  into in
connection  with any and all  outstanding  options  under the Plan to provide an
option  exercise price per share which is higher or lower than the  then-current
exercise price per share of such outstanding options.

20.      EFFECTIVE DATE AND DURATION OF THE PLAN
         ---------------------------------------

                  (a)  Effective  Date.  The Plan shall  become  effective  when
adopted by the Board, but no Incentive Stock Option granted under the Plan shall
become  exercisable  unless and until the Plan shall have been  approved  by the
Company's  stockholders.  If such  stockholder  approval is not obtained  within
twelve  (12)  months  after the date of the  Board's  adoption  of the Plan,  no
options  previously granted under the Plan shall be deemed to be Incentive Stock
Options and no Incentive Stock Options shall be granted  thereafter.  Amendments
to the Plan shall become  effective as of the latest of (i) the date of adoption
by the Board,  (ii) the date set forth in the amendments or (iii) in the case of
any amendment requiring  stockholder  approval (as set forth in Section 17), the
date such amendment is approved by the Company's  stockholders.  Notwithstanding
the foregoing,  no Incentive Stock Option granted on or after the effective date
of any such amendment  requiring  stockholder  approval to qualify for incentive
stock option  treatment  under Section 422 of the Code shall become  exercisable
unless  and until  such  amendment  shall have been  approved  by the  Company's
stockholders.  If such  stockholder  approval is not obtained within twelve (12)
months of

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<PAGE>

the  Board's  adoption  of such  amendment,  no options  granted on or after the
effective date of such amendment shall be deemed  Incentive Stock Options and no
Incentive  Stock  Options  shall  be  granted   thereafter.   Subject  to  above
limitations,  options  may be  granted  under  the  Plan at any time  after  the
effective  date of the Plan and  before the date  fixed for  termination  of the
Plan.

                  (b)  Termination.  Unless sooner  terminated by the Board, the
Plan shall  terminate  upon the close of business on the day next  preceding the
tenth anniversary of the date of its adoption by the Board. After termination of
the Plan, no further options may be granted under the Plan;  provided,  however,
that such  termination  will not affect any options granted prior to termination
of the Plan.

21.      GOVERNING LAW
         -------------

                  The provisions of this Plan shall be governed and construed in
accordance with the laws of the State of Nevada without regard to the principles
thereof relating to the conflicts of laws.

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