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                                                                    Exhibit 10.1

                                  PC411, INC.

                             1997 STOCK OPTION PLAN

    1.   PURPOSE; TYPES OF AWARDS; CONSTRUCTION.

                  The purpose of the PC411, Inc. 1997 Stock Option Plan (the
"Plan") is to align the interests of executive officers, other key employees
and nonemployee directors of PC411, Inc. (the "Company") and its subsidiaries
with those of the stockholders of the Company, to afford an incentive to such
officers, employees and directors to continue as such, to increase their
efforts on behalf of the Company and to promote the success of the Company's
business. To further such purposes, the Committee may grant options to purchase
shares of the Company's common stock. The provisions of the Plan are intended
to satisfy the requirements of Section 16(b) of the Securities Exchange Act of
1934 and of Section 162(m) of the Internal Revenue Code of 1986, as amended,
and shall be interpreted in a manner consistent with the requirements thereof,
as now or hereafter construed, interpreted and applied by regulations, rulings
and cases.

    2.   DEFINITIONS.

        As used in this Plan, the following words and phrases shall
have the meanings indicated below:

                  (a) "Agreement" shall mean a written agreement entered into
between the Company and an Optionee in connection with an award under the Plan.

                  (b) "Board" shall mean the Board of Directors of the Company.

                  (c) "Cause," when used in connection with the termination of
an Optionee's employment by the Company or the cessation of an Optionee's
service as a member of the Board, shall mean (i) the conviction of the Optionee
for the commission of a felony, (ii) the willful and continued failure by the
Optionee substantially to perform his duties and obligations to the Company or
a Subsidiary (other than any such failure resulting from his incapacity due to
physical or mental illness), or (iii) the willful engaging by the Optionee in
misconduct that is demonstrably injurious to the Company or a Subsidiary. For
purposes of this Section 2(c), no act, or failure to act, on an Optionee's part
shall be considered "willful" unless done, or omitted to be done, by the
Optionee in bad faith and without reasonable belief that his action or omission
was in the best interest of the Company. The Committee shall determine whether
a termination of employment is for Cause for purposes of the Plan.

                  (d) "Change in Control" shall mean the occurrence of the
event set forth in any of the following paragraphs:


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                                (i) any Person (as defined below) is or
         becomes the beneficial owner (as defined in Rule 13d-3 under the
         Securities Exchange Act of 1934, as amended), directly or indirectly,
         of securities of the Company (not including in the securities
         beneficially owned by such Person any securities acquired directly
         from the Company or its subsidiaries) representing 50% or more of the
         combined voting power of the Company's then outstanding securities; or

                                (ii) the following individuals cease for
         any reason to constitute a majority of the number of directors then
         serving: individuals who, on the date hereof, constitute the Board and
         any new director (other than a director whose initial assumption of
         office is in connection with an actual or threatened election contest,
         including but not limited to a consent solicitation, relating to the
         election of directors of the Company) whose appointment or election by
         the Board or nomination for election by the Company's stockholders was
         approved or recommended by a vote of at least two-thirds (2/3) of the
         directors then still in office who either were directors on the date
         hereof or whose appointment, election or nomination for election was
         previously so approved or recommended; or

                                (iii) there is consummated a merger or
         consolidation of the Company or a direct or indirect subsidiary
         thereof with any other corporation, other than (A) a merger or
         consolidation which would result in the voting securities of the
         Company outstanding immediately prior to such merger or consolidation
         continuing to represent (either by remaining outstanding or by being
         converted into voting securities of the surviving entity or any parent
         thereof), in combination with the ownership of any trustee or other
         fiduciary holding securities under an employee benefit plan of the
         Company, at least 50% of the combined voting power of the securities
         of the Company or such surviving entity or any parent thereof
         outstanding immediately after such merger or consolidation, or (B) a
         merger or consolidation effected to implement a recapitalization of
         the Company (or similar transaction) in which no Person is or becomes
         the beneficial owner, directly or indirectly, of securities of the
         Company (not including in the securities beneficially owned by such
         Person any securities acquired directly from the Company or its
         subsidiaries) representing 50% or more of the combined voting power of
         the Company's then outstanding securities; or

                                (iv) the stockholders of the Company
         approve a plan of complete liquidation or dissolution of the Company
         or there is consummated an agreement for the sale or disposition by
         the Company of all or substantially all of the Company's assets, other
         than a sale or disposition by the Company of all or substantially all
         of the Company's assets to an entity, at least 50% of the combined
         voting power of the voting securities of which are owned by Persons in
         substantially the same proportions as their ownership of the Company
         immediately prior to such sale.

                  For purposes of this Section 2(d), "Person" shall have the
meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in
Sections 13(d) and 14(d) thereof, except that such term shall not include (i)
the Company or any of its subsidiaries, (ii) a trustee or



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other fiduciary holding securities under an employee benefit plan of the
Company or any of its subsidiaries, (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities, or (iv) a corporation
owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company.

                  (e) "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.

                  (f) "Committee" shall mean a committee established by the
Board to administer the Plan.

                  (g) "Common Stock" shall mean shares of common stock, par
value $0.01 per share, of the Company.

                  (h) "Company" shall mean PC411, Inc., a corporation organized
under the laws of the State of Delaware, or any successor corporation.

                  (i) "Disability" shall mean an Optionee's inability to perform
his duties with the Company or on the Board by reason of any medically
determinable physical or mental impairment, as determined by a physician
selected by the Optionee and acceptable to the Company.

                  (j) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended from time to time, and as now or hereafter construed,
interpreted and applied by regulations, rulings and cases.

                  (k) "Fair Market Value" per share as of a particular date
shall mean (i) if the shares of Common Stock are then listed on a national
securities exchange, the closing sales price per share of Common Stock on the
national securities exchange on which the Common Stock is principally traded
for the last preceding date on which there was a sale of such Common Stock on
such exchange, or (ii) if the shares of Common Stock are then traded in an
over-the-counter market, the closing bid price for the shares of Common Stock
in such over-the-counter market for the last preceding date on which there was
a sale of such Common Stock in such market, or (iii) if the shares of Common
Stock are not then listed on a national securities exchange or traded in an
over-the-counter market, such value as the Committee, in its sole discretion,
shall determine.

                  (l) "Incentive Stock Option" shall mean any option intended
to be and designated as an incentive stock option within the meaning of Section
422 of the Code.

                  (m) "Nonemployee Director" shall mean a member of the Board
who is not an employee of the Company.

                  (n) "Nonqualified Option" shall mean an Option that is not an
Incentive Stock Option.



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                  (o) "Option" shall mean the right, granted hereunder, to
purchase shares of Common Stock. Options granted by the Committee pursuant to
the Plan may constitute either Incentive Stock Options or Nonqualified Stock
Options.

                  (p) "Optionee" shall mean a person who receives a grant of an
Option.

                  (q) "Option Price" shall mean the exercise price of the
shares of Common Stock covered by an Option.

                  (r) "Parent" shall mean any company (other than the Company)
in an unbroken chain of companies ending with the Company if, at the time of
granting an Option, each of the companies other than the Company owns stock
possessing fifty percent (50%) or more of the total combined voting power of
all classes of stock in one of the other companies in such chain.

                  (s) "Plan" shall mean this PC411, Inc. 1997 Stock Option
Plan.

                  (t) "Retirement" shall mean the retirement of an Optionee in
accordance with the terms of any tax-qualified retirement plan maintained by
the Company or a Subsidiary in which the Optionee participates. If the Optionee
is not a participant in such a plan, such term shall mean the termination of
the Optionee's employment or cessation of the Optionee's service as a member of
the Board, other than by reason of death, Disability or Cause on or after
attainment of the age of 65.

                  (u) "Rule 16b-3" shall mean Rule 16b-3, as from time to time
in effect, promulgated by the Securities and Exchange Commission under Section
16 of the Exchange Act, including any successor to such Rule.

                  (v) "Subsidiary" shall mean any company (other than the
Company) in an unbroken chain of companies beginning with the Company if, at
the time of granting an Option, each of the companies other than the last
company in the unbroken chain owns stock possessing fifty percent (50%) or more
of the total combined voting power of all classes of stock in one of the other
companies in such chain.

                  (w) "Ten Percent Stockholder" shall mean an Optionee who, at
the time an Incentive Stock Option is granted, owns (or is deemed to own
pursuant to the attribution rules of Section 424(d) of the Code) stock
possessing more than ten percent (10%) of the total combined voting power of
all classes of stock of the Company or any Parent or Subsidiary.

      3.  ADMINISTRATION.

         The Plan shall be administered by the Committee, the members
of which shall, except as may otherwise be determined by the Board, be
"nonemployee directors" under Rule 16b-3 and "outside directors" under Section
162(m) of the Code.



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         The Committee shall have the authority in its discretion, subject to
and not inconsistent with the express provisions of the Plan, to administer the
Plan and to exercise all the powers and authorities either specifically granted
to it under the Plan or necessary or advisable in the administration of the
Plan, including, without limitation, the authority to grant Options; to
determine which Options shall constitute Incentive Stock Options and which
Options shall constitute Nonqualified Stock Options; to determine the purchase
price of the shares of Common Stock covered by each Option; to determine the
persons to whom, and the time or times at which awards shall be granted; to
determine the number of shares to be covered by each award; to interpret the
Plan; to prescribe, amend and rescind rules and regulations relating to the
Plan; to determine the terms and provisions of the Agreements (which need not
be identical) and to cancel or suspend awards, as necessary; and to make all
other determinations deemed necessary or advisable for the administration of
the Plan.

         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, including
delegating to one or more of the Company's management employees the authority
to grant Options to employees who are not "insiders" for purposes of Section 16
of the Exchange Act and who are not "covered employees" for purposes of Section
162(m) of the Code, 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. The Board shall have sole authority, unless expressly delegated to the
Committee, to grant Options to Nonemployee Directors. All decisions,
determination and interpretations of the Committee shall be final and binding
on all Optionees of any awards under this Plan.

         The Board shall have the authority to fill all vacancies, however
caused, in the Committee. The Board may from time to time appoint additional
members to the Committee, and may at any time remove one or more Committee
members. One member of the Committee shall be selected by the Board as
chairman. The Committee shall hold its meetings at such times and places as it
shall deem advisable. All determinations of the Committee shall be made by a
majority of its members either present in person or participating by conference
telephone at a meeting or by written consent. The Committee may appoint a
secretary and make such rules and regulations for the conduct of its business
as it shall deem advisable, and shall keep minutes of its meetings.

         No member of the Board or Committee shall be liable for any action
taken or determination made in good faith with respect to the Plan or any award
granted hereunder.

      4.  ELIGIBILITY.

         Awards may be granted to executive officers and other key employees of
the Company, and its Subsidiaries, including officers and directors who are
employees, and to Nonemployee Directors. In determining the persons to whom
awards shall be granted and the number of shares to be covered by each award,
the Committee shall take into account the duties of the respective persons,
their present and potential contributions to the success of the Company and
such other factors as the Committee shall deem relevant in connection with
accomplishing the purpose of the Plan.

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      5.  STOCK.

         The maximum number of shares of Common Stock reserved for the grant of
awards under the Plan shall be 750,000, subject to adjustment as provided in
Section 9 hereof. Such shares may, in whole or in part, be authorized but
unissued shares or shares that shall have been or may be reacquired by the
Company.

         If any outstanding award under the Plan should for any reason expire,
be cancelled or be forfeited without having been exercised in full, the shares
of Common Stock allocable to the unexercised, cancelled or terminated portion
of such award shall (unless the Plan shall have been terminated) become
available for subsequent grants of awards under the Plan.

         In no event may an Optionee be granted during any calendar year an
Option to acquire more than 500,000 shares of Common Stock.

      6.  TERMS AND CONDITIONS OF OPTIONS.

         Each Option granted pursuant to the Plan shall be evidenced by an
Agreement, in such form and containing such terms and conditions as the
Committee shall from time to time approve, which Agreement shall comply with
and be subject to the following terms and conditions, unless otherwise
specifically provided in such Option Agreement:

              (a) NUMBER OF SHARES. Each Option Agreement shall state the
number of shares of Common Stock to which the Option relates.

              (b) TYPE OF OPTION. Each Option Agreement shall specifically
state that the Option constitutes an Incentive Stock Option or a Nonqualified
Stock Option.

              (c) OPTION PRICE. Each Option Agreement shall state the Option
Price, which shall not be less than one hundred percent (100%) of the Fair
Market Value of the shares of Common Stock covered by the Option on the date of
grant unless, with respect to Nonqualified Stock Options, otherwise determined
by the Committee. The Option Price shall be subject to adjustment as provided
in Section 9 hereof. The date as of which the Committee adopts a resolution
expressly granting an Option shall be considered the day on which such Option
is granted, unless such resolution specifies a different date.

              (d) MEDIUM AND TIME OF PAYMENT. The Option Price shall be paid in
full, at the time of exercise, in cash or in shares of Common Stock then owned
by the Optionee having a Fair Market Value equal to such Option Price or in a
combination of cash and Common Stock or, unless the Committee shall determine
otherwise, by a cashless exercise procedure through a broker-dealer.

              (e) EXERCISE SCHEDULE AND PERIOD OF OPTIONS. Each Option
Agreement shall provide the exercise schedule for the Option as determined by
the Committee; PROVIDED, HOWEVER, that, the Committee shall have the authority
to accelerate the exercisability of any out-


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standing Option at such time and under such circumstances as it, in its sole
discretion, deems appropriate. The exercise period shall be ten (10) years from
the date of the grant of the Option unless otherwise determined by the
Committee; PROVIDED, HOWEVER, that, in the case of an Incentive Stock Option,
such exercise period shall not exceed ten (10) years from the date of grant of
such Option. The exercise period shall be subject to earlier termination as
provided in Sections 6(f) and 6(g) hereof. An Option may be exercised, as to
any or all full shares of Common Stock as to which the Option has become
exercisable, by written notice delivered in person or by mail to the Secretary
of the Company, specifying the number of shares of Common Stock with respect to
which the Option is being exercised.

              (f) TERMINATION. Except as provided in this Section 6(f) and in
Section 6(g) hereof, an Option may not be exercised unless (i) with respect to
an Optionee who is an employee of the Company, the Optionee is then in the
employ of the Company or a Subsidiary (or a company or a Parent or Subsidiary
company of such company issuing or assuming the Option in a transaction to
which Section 424(a) of the Code applies), and unless the Optionee has remained
continuously so employed since the date of grant of the Option and (ii) with
respect to an Optionee who is a Nonemployee Director, the Optionee is then
serving as a member of the Board or as a member of a board of directors of a
company or a Parent or Subsidiary company of such company issuing or assuming
the Option. In the event that the employment of an Optionee shall terminate or
the service of an Optionee as a member of the Board shall cease (other than by
reason of death, Disability, Retirement or Cause), all Options of such Optionee
that are exercisable at the time of such termination may, unless earlier
terminated in accordance with their terms, be exercised within ninety (90) days
after the date of such termination or service (or such different period as the
Committee shall prescribe).

              (g) DEATH, DISABILITY OR RETIREMENT OF OPTIONEE. If an Optionee
shall die while employed by the Company or a Subsidiary or serving as a member
of the Board, or within ninety (90) days after the date of termination of such
Optionee's employment or cessation of such Optionee's service (or within such
different period as the Committee may have provided pursuant to Section 6(f)
hereof), or if the Optionee's employment shall terminate or service shall cease
by reason of Disability or Retirement, all Options theretofore granted to such
Optionee (to the extent otherwise exercisable) may, unless earlier terminated
in accordance with their terms, be exercised by the Optionee or by his
beneficiary, at any time within one year after the death, Disability or
Retirement of the Optionee (or such different period as the Committee shall
prescribe). In the event that an Option granted hereunder shall be exercised by
the legal representatives of a deceased or former Optionee, written notice of
such exercise shall be accompanied by a certified copy of letters testamentary
or equivalent proof of the right of such legal representative to exercise such
Option. Unless otherwise determined by the Committee, Options not otherwise
exercisable on the date of termination of employment shall be forfeited as of
such date.

              (h) OTHER PROVISIONS. The Option Agreements evidencing awards
under the Plan shall contain such other terms and conditions not inconsistent
with the Plan as the Committee may determine, including penalties for the
commission of competitive acts.

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         7.   NONDISCRETIONARY GRANTS

           Each director of the Company who is not a full-time employee
of the Company, upon first taking office shall be granted options for 6,000
shares of Common Stock exercisable at the fair market value of such shares at
the date of grant. Options covering 3,000 shares shall be exercisable
immediately upon grant and Options covering 3,000 shares shall be exercisable
on the first anniversary of the date of grant. Subsequently, annual grants of
options to purchase 3,000 shares of Common Stock, exercisable at the fair
market value of such shares on the date of grant, shall be made upon such
person's reelection as a director of the Company.

         8.   NONQUALIFIED STOCK OPTIONS.

           Options granted pursuant to this Section 8 are intended to
constitute Nonqualified Stock Options and shall be subject only to the general
terms and conditions specified in Section 6 hereof.

         9.   INCENTIVE STOCK OPTIONS.

           Options granted pursuant to this Section 9 are intended to
constitute Incentive Stock Options and shall be subject to the following
special terms and conditions, in addition to the general terms and conditions
specified in Section 6 hereof. An Incentive Stock Option may not be granted to
a Nonemployee Director.

                  (a) VALUE OF SHARES. The aggregate Fair Market Value
(determined as of the date the Incentive Stock Option is granted) of the shares
of Common Stock with respect to which Incentive Stock Options granted under
this Plan and all other option plans of any subsidiary become exercisable for
the first time by each Optionee during any calendar year shall not exceed
$100,000.

                  (b) TEN PERCENT STOCKHOLDER. In the case of an Incentive
Stock Option granted to a Ten Percent Stockholder, (i) the Option Price shall
not be less than one hundred ten percent (110%) of the Fair Market Value of the
shares of Common Stock on the date of grant of such Incentive Stock Option, and
(ii) the exercise period shall not exceed five (5) years from the date of grant
of such Incentive Stock Option.

         10.  EFFECT OF CERTAIN CHANGES.

                  (a) In the event of any extraordinary dividend, stock
dividend, recapitalization, merger, consolidation, stock split, warrant or
rights issuance, or combination or exchange of such shares, or other similar
transactions, each of the number of shares of Common Stock available for
awards, the number of such shares covered by outstanding awards, and the price
per share of Options, as appropriate, shall be equitably adjusted by the
Committee to reflect such event and preserve the value of such awards;
provided, however, that any fractional shares resulting from such adjustment
shall be eliminated.


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                  (b) Upon the occurrence of a Change in Control, each Option
granted under the Plan and then outstanding but not yet exercisable shall
thereupon become fully exercisable.

         11.    SURRENDER AND EXCHANGE OF AWARDS.

            The Committee may permit the voluntary surrender of all or a
portion of any Option granted under the Plan or any option granted under any
other plan, program or arrangement of the Company or any Subsidiary
("Surrendered Option"), to be conditioned upon the granting to the Optionee of
a new Option for the same number of shares of Common Stock as the Surrendered
Option, or may require such voluntary surrender as a condition precedent to a
grant of a new Option to such Optionee. Subject to the provisions of the Plan,
such new Option may be an Incentive Stock Option or a Nonqualified Stock
Option, and shall be exercisable at the price, during such period and on such
other terms and conditions as are specified by the Committee at the time the
new Option is granted.

         12.    PERIOD DURING WHICH AWARDS MAY BE GRANTED.

            Awards may be granted pursuant to the Plan from time to time
within a period of ten (10) years from the date the Plan is adopted by the
Board, or the date the Plan is approved by the shareholders of the Company,
whichever is earlier, unless the Board shall terminate the Plan at an earlier
date.

         13.    NONTRANSFERABILITY OF AWARDS.

            Except as otherwise determined by the Committee, awards
granted under the Plan shall not be transferable otherwise than by will or by
the laws of descent and distribution, and awards may be exercised or otherwise
realized, during the lifetime of the Optionee, only by the Optionee or by his
guardian or legal representative.

         14.    APPROVAL OF SHAREHOLDERS.

            The Plan shall take effect upon its adoption by the Board and
shall terminate on the tenth anniversary of such date, but the Plan (and any
grants of awards made prior to the shareholder approval mentioned herein) shall
be subject to the approval of Company's shareholders, which approval must occur
within twelve months of the date the Plan is adopted by the Board.



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         15.    AGREEMENT BY OPTIONEE REGARDING WITHHOLDING TAXES.

            If the Committee shall so require, as a condition of exercise
of a Nonqualified Stock Option (a "Tax Event"), each Optionee who is not a
Nonemployee Director shall agree that no later than the date of the Tax Event,
such Optionee will pay to the Company or make arrangements satisfactory to the
Committee regarding payment of any federal, state or local taxes of any kind
required by law to be withheld upon the Tax Event. Alternatively, the Committee
may provide that such an Optionee may elect, to the extent permitted or
required by law, to have the Company deduct federal, state and local taxes of
any kind required by law to be withheld upon the Tax Event from any payment of
any kind due the Optionee. The withholding obligation may be satisfied by the
withholding or delivery of Common Stock.

         16.    AMENDMENT AND TERMINATION OF THE PLAN.

            The Board at any time and from time to time may suspend,
terminate, modify or amend the Plan; PROVIDED, HOWEVER, that, unless otherwise
determined by the Board, an amendment that requires stockholder approval in
order for the Plan to continue to comply with Rule 16b-3, Section 162(m) of the
Code or any other law, regulation or stock exchange requirement shall not be
effective unless approved by the requisite vote of stockholders. Except as
provided in Section 10(a) hereof, no suspension, termination, modification or
amendment of the Plan may adversely affect any award previously granted, unless
the written consent of the Optionee is obtained.

         17.    RIGHTS AS A SHAREHOLDER.

            An Optionee or a transferee of an award shall have no rights
as a shareholder with respect to any shares covered by the award until the date
of the issuance of a stock certificate to him for such shares. No adjustment
shall be made for dividends (ordinary or extraordinary, whether in cash,
securities or other property) or distribution of other rights for which the
record date is prior to the date such stock certificate is issued, except as
provided in Section 10(a) hereof.

         18.    NO RIGHTS TO EMPLOYMENT OR SERVICE AS A DIRECTOR.

            Nothing in the Plan or in any award granted or Agreement
entered into pursuant hereto shall confer upon any Optionee the right to
continue in the employ of the Company or any Subsidiary or as a member of the
Board or to be entitled to any remuneration or benefits not set forth in the
Plan or such Agreement or to interfere with or limit in any way the right of
the Company or any such Subsidiary to terminate such Optionee's employment or
service. Awards granted under the Plan shall not be affected by any change in
duties or position of an employee Optionee as long as such Optionee continues
to be employed by the Company or any Subsidiary.

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         19.    BENEFICIARY.

            An Optionee may file with the Committee a written designation
of a beneficiary on such form as may be prescribed by the Committee and may,
from time to time, amend or revoke such designation. If no designated
beneficiary survives the Optionee, the executor or administrator of the
Optionee's estate shall be deemed to be the Optionee's b eneficiary.

         20.    GOVERNING LAW.

            The Plan and all determinations made and actions taken
pursuant hereto shall be governed by the laws of the State of Delaware.



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