Exhibit 10(iii)
 ESO Plan 4/5/99

                             I-ROCK INDUSTRIES, INC.

                             1999 STOCK OPTION PLAN

     There is hereby established a 1999 Stock Option Plan (the "Plan"). The Plan
provides for the grant to certain  employees  and others who render  services to
I-ROCK  Industries,   Inc.  or  its  subsidiaries  (the  "Company")  of  options
("Options") to purchase shares of common stock of the Company ("Common Stock").


     1. Purpose:  The purpose of the Plan is to provide additional  incentive to
the officers,  employees, and others who render services to the Company, who are
responsible  for  the  management  and  growth  of  the  Company,  or  otherwise
contribute to the conduct and direction of its business, operations and affairs.
It is intended that Options granted under the Plan strengthen the desire of such
persons to join and  remain in the employ of the  Company  and  stimulate  their
efforts on behalf of the Company.

     2. The Stock:  The aggregate  number of shares of Common Stock which may be
subject  to  Options  shall not  exceed  3,000,000.  Such  shares  may be either
authorized and unissued shares,  or treasury shares. If any Option granted under
the Plan shall expire,  terminate or be canceled for any reason  without  having
been exercised in full,  the  corresponding  number of unpurchased  shares shall
again be available for the purposes of the Plan.

     3. Types of Options. Options granted under the Plan shall be in the form of
(i) incentive stock options ("ISO's"), as defined in Section 422 of the Internal
Revenue  Code of 1986,  as amended (the  "Code") or (ii)  non-statutory  options
which do not qualify under such Section ("NSO's"), or both, in the discretion of
the Board of  Directors  or any  committee  appointed  by the Board  (each,  the
"Committee").  The  status of each  Option  shall be  identified  in the  Option
Agreement.

     4. Eligibility:

      (a)  ISO's  may be  granted  to such  employees  (including  officers  and
           directors who are  employees)  of the Company as the Committee  shall
           select from time to time.

      (b)  NSO's  may be  granted  to such  employees  (including  officers  and
           directors) of the Company,  and to other persons who render  services
           to the Company, as the Committee shall select from time to time.

      (c)  In no event  shall the number of shares  which are subject to options
           awarded  under the Plan to any one  employee  (including  any options
           which have been exercised, canceled or expired) exceed 3,000,000.

     5. Option Price.

      (a)  The price or prices per share of Common Stock to be sold  pursuant to
           an Option (the  "exercise  price") shall be such as shall be fixed by
           the Committee but shall in any case not be less than:

           (i)  the fair  market  value per share for such  Common  Stock on the
                date  of  grant  in  the  case  of  ISOs  other  than  to a  10%
                Shareholder,

           (ii) 110% of the fair market value per share for such Common Stock on
                the date of grant in the case of ISOs to a 10% Shareholder, and

           (iii)the  fair  market  value  on the  date of  grant  in the case of
                NSO's.

      (b)  A "10%  Shareholder"  means an  individual  who within the meaning of
           Section  422(b)(6)  of the Code owns  stock  possessing  more than 10
           percent of the total combined voting power of all classes of stock of
           the Company or of its parent or any subsidiary corporation.

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     6. Period of Option Vesting.

      (a)  The Committee shall determine for each Option the period during which
           such Option shall be exercisable  in whole or in part,  provided that
           no ISO to a 10% Shareholder shall be exercisable more than five years
           after the date of grant.

      (b)  Special Rule for ISO's.  The aggregate fair market value  (determined
           at the time the ISO is  granted)  of the stock with  respect to which
           ISOs are  exercisable  for the first time by an  Optionee  during any
           calendar  year  (under all such plans of the  Company,  its parent or
           subsidiary)  shall  not  exceed  $100,000,  and any  excess  shall be
           considered an NSO.

     7. Effect of Termination of Employment.

      (a)  The Committee shall determine for each Option the extent,  if any, to
           which  such  Option  shall  be   exercisable  in  the  event  of  the
           termination of the Optionee's  employment  with or rendering of other
           services to the Company.

      (b)  However,  any such Option  which is an ISO shall in all events  lapse
           unless exercised by the Optionee:

           (i)  prior  to the  89th  day  after  the  date on  which  employment
                terminated,  if  termination  was other than by reason of death;
                and

           (ii) within the twelve-month  period next succeeding the death of the
                Optionee, if termination is by reason of death.

      (c)  The  Committee  shall have the right,  at any time,  and from time to
           time,  with the consent of the Optionee,  to modify the lapse date of
           an Option and to  convert an ISO into an NSO to the extent  that such
           modification  in lapse date  increases the life of the ISO beyond the
           dates set forth above or beyond dates  otherwise  permissible  for an
           ISO.

     8.  Payment for Shares of Common  Stock.

     Upon  exercise of an Option,  the  Optionee  shall make full payment of the
Option Price in cash,  or, with the consent of the  Committee  and to the extent
permitted by it:
      (a)  with Common Stock of the Company  valued at fair market value on date
           of  exercise,  but only if held by the  Optionee for a period of time
           sufficient  to prevent a pyramid  exercise that would create a charge
           to the Company's earnings,

      (b)  with  a  full  recourse  interest  bearing  promissory  note  of  the
           Optionee,  secured by a pledge of the shares of Common Stock received
           upon  exercise  of such  Option,  and  having  such  other  terms and
           conditions as determined by the Committee,

      (c)  by  delivering a properly  executed  exercise  notice  together  with
           irrevocable  instructions  to a broker to sell shares  acquired  upon
           exercise  of the Option  and  promptly  to  deliver to the  Company a
           portion of the proceeds thereof equal to the exercise price, or

      (d)  any combination of any of the foregoing.

     9. Option  Exercises.

     Options  shall be exercised by  submitting  to the Company a signed copy of
notice of exercise in a form to be supplied by the  Company.  The exercise of an
Option shall be effective on the date on which the Company  receives such notice
at its principal corporate offices.  The Company may cancel such exercise in the
event that payment is not  effected in full,  subject to the other terms of this
Plan.

     10. Limited Transferability of Option.

     No Option shall be assignable or transferable by the Optionee to whom it is
granted,  other than by will or the laws of  descent  and  distribution,  except
that,  upon  approval by the Board,  the Optionee may transfer an Option that is
not intended to constitute an ISO (a) pursuant to a qualified domestic relations
order as defined for purposes of the Employee  Retirement Income Security Act of
1974, as amended, or (b) by gift: to a member of the "Family" (as defined below)
of the Optionee,  to or for the benefit of one or more organizations  qualifying
under Code sec. 501(c) (3) and 170(c) (2) (a "Charitable  Organization") or to a
trust for the  exclusive  benefit of the  Optionee,  one or more  members of the
Optionee's Family, one or more Charitable  Organizations,  or any combination of
the  foregoing,  provided  that any such  transferee  shall enter into a written
agreement to be bound by the terms of this Agreement. For this purpose, "Family"
shall  mean  the  ancestors,  spouse,  siblings,  spouses  of  siblings,  lineal
descendants  and  spouses  of lineal  descendants  of the  Optionee.  During the
lifetime of an Optionee to whom an ISO is granted,  only such  Optionee  (or, in
the event of legal incapacity or incompetence,  the Optionee's guardian or legal
representative) may exercise the ISO.

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     11. Other Plan Terms

      (a)  The Committee may grant more than one Option to an  individual,  and,
           subject to the  requirements of Section 422 of the Code, with respect
           to ISOs,  such Option may be in addition  to, in tandem  with,  or in
           substitution  for,  Options  previously  granted under the Plan or of
           another corporation and assumed by the Company.

      (b)  The Committee may permit the voluntary  surrender of all or a portion
           of any Option  granted under the Plan or otherwise to be  conditioned
           upon the  granting to the  employee of a new Option for the same or a
           different number of shares of Common Stock as the Option surrendered,
           or may require such voluntary surrender as a condition precedent to a
           grant of a new  Option to such  employee.  Such new  Option  shall be
           exercisable at the price,  during the period,  and in accordance with
           any other terms or conditions  specified by the Committee at the time
           the new Option is granted,  all  determined  in  accordance  with the
           provisions  of the  Plan  without  regard  to the  price,  period  of
           exercise, or any other terms or conditions of the Option surrendered.

      (c)  Options  under the Plan may be granted at any time after the Plan has
           been approved by the shareholders of the Company.  However, no Option
           shall be granted under the Plan after April 4, 2009.

      (d)  In the  event  of a  reorganization,  recapitalization,  liquidation,
           stock  split,  stock  dividend,  combination  of  shares,  merger  or
           consolidation,  or the sale,  conveyance,  lease or other transfer by
           the  Company  of all or  substantially  all of its  property,  or any
           change in the  corporate  structure  or shares of common stock of the
           Company,  pursuant to any of which events the then outstanding shares
           of the common stock are split up or combined or changed into,  become
           exchangeable  at the  holder's  election  for,  or entitle the holder
           thereof to other shares of common stock,  or in the case of any other
           transaction  described in Section  424(a) of the Code,  the Committee
           may change the  number and kind of shares of Common  Stock  available
           under the Plan and any outstanding Option (including  substitution of
           shares of common stock of another  corporation)  and the price of any
           Option and the fair market value  determined  under this Plan in such
           manner as it shall deem equitable in its sole discretion.

      (e)  An Optionee or a legal representative  thereof shall have none of the
           rights of a  stockholder  with  respect  to  shares  of Common  Stock
           subject to Options  until such shares shall be issued or  transferred
           upon exercise of the Option.

      (f)  The  Company  shall  effect the grant of Options  under the Plan,  in
           accordance with determinations made by the Committee, by execution of
           instruments  in writing in a form  approved  by the  Committee.  Each
           Option shall contain such terms and conditions (which need not be the
           same for all  Options,  whether  granted at the time or at  different
           times)  as  the  Committee  shall  deem  to be  appropriate  and  not
           inconsistent  with the  provisions  of the Plan,  and such  terms and
           conditions shall be agreed to in writing by the Optionee.

     12. Certain Definitions.

      (a)  Fair Market Value.  As used in the Plan, the term "fair market value"
           shall mean as of any date:

           (i)  if the Common Stock is not traded on any over-the-counter market
                or on a national  securities  exchange,  the value determined by
                the Committee using the best available facts and circumstances,

           (ii) if the Common  Stock is traded in the  over-the-counter  market,
                based on most recent  closing prices for the Common Stock on the
                date the calculation thereof shall be made, or

           (iii)if  the  Common  Stock  is  listed  on  a  national   securities
                exchange, based on the most recent closing prices for the Common
                Stock of the Company on such exchange.

      (b)  Subsidiary and Parent.  The term "subsidiary" and "parent" as used in
           the Plan shall have the  respective  meanings  set forth in  Sections
           424(f) and (e) of the Internal Revenue Code.

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     13.  Not an  Employment  Contract.

     Nothing in the Plan or in any Option or stock option agreement shall confer
on any  Optionee  any right to  continue  in the  service of the  Company or any
parent or subsidiary  of the company or interfere  with the right of the Company
to terminate such Optionee's employment or other services at any time.

     14. Withholding Taxes

      (a)  Whenever  the  Company  proposes  or is required to issue or transfer
           shares of Common  Stock under the Plan,  the  Company  shall have the
           right to  require  the  Optionee  to remit to the  Company  an amount
           sufficient to satisfy any Federal, state and/or local withholding tax
           requirements prior to the delivery of any certificate or certificates
           for  such  shares.  Alternatively,  the  Company  may,  in  its  sole
           discretion from time to time, issue or transfer such shares of Common
           Stock  net  of  the  number  of  shares  sufficient  to  satisfy  the
           withholding  tax  requirements.  For  withholding  tax purposes,  the
           shares of Common  Stock  shall be valued on the date the  withholding
           obligation is incurred.

      (b)  In the case of shares  of  Common  Stock  that an  Optionee  receives
           pursuant  to his  exercise  of an  Option  which  is an ISO,  if such
           Optionee  disposes  of such shares of Common  Stock  within two years
           from the date of the granting of the ISO or within one year after the
           transfer of such  shares of Common  Stock to him,  the Company  shall
           have  the  right  to  withhold  from  any  salary,  wages,  or  other
           compensation  for services  payable by the Company to such  Optionee,
           amounts   sufficient  to  satisfy  any   withholding  tax  obligation
           attributable to such disposition.

      (c)  In the case of a  disposition  described in Section (b), the Optionee
           shall give written notice to the Company of such  disposition  within
           30 days  following  the  disposition  within  30 days  following  the
           disposition,  which notice  shall  include  such  information  as the
           Company may reasonably request to effectuate the provisions hereof.

     15.  Agreements  and  Representations  of Optionees:

     As a condition to the exercise of an Option,  unless counsel to the Company
opines that it is not necessary  under the  Securities  Act of 1933, as amended,
and the pertinent rules thereunder, as the same are then in effect, the Optionee
shall  represent in writing that the shares of Common Stock being  purchased are
being  purchased  only for investment and without any present intent at the time
of the  acquisition of such shares of Common Stock to sell or otherwise  dispose
of the same.

     16. Administration of the Plan:

      (a)  The Plan  shall be  administered  by the  Committee.  Subject  to the
           express  provisions of the Plan, the Committee  shall have authority,
           in its discretion,  to determine the individuals to receive  Options,
           the times  when they shall  receive  them and the number of shares of
           Common Stock to be subject to each Option,  and other terms  relating
           to the  grant of  Options.  Directors,  including  those  that may be
           members of the Committee,  shall be eligible to receive Options under
           the Plan.

      (b)  Subject to the express  provisions of the Plan,  the Committee  shall
           have authority 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  provisions of the respective
           option  agreements (which need not be identical) and, as specified in
           this Plan, the fair market value of the common stock, and to make all
           other  determinations  necessary or advisable for  administering  the
           Plan.  The 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 it into
           effect,  and it shall be the sole and final judge of such expediency.
           The  determinations  of the  Committee on the matters  referred to in
           this Section 16 shall be conclusive.

      (c)  The Committee may, in its sole discretion,  and subject to such terms
           and conditions as it may adopt, accelerate the date or dates on which
           some or all outstanding Options may be exercised.

      (d)  The  Committee  may require that any Option Shares issued be legended
           as necessary to comply with applicable  federal and state  securities
           laws.

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     17. Amendment and Discontinuance of the Plan:

      (a)  The Board of Directors of the Company may at any time alter,  suspend
           or terminate the Plan,  but no change shall be made which will have a
           materially adverse effect upon any Option previously granted,  unless
           the consent of the Optionee is obtained;  provided, however, that the
           Board  of  Directors  may  not  without   further   approval  of  the
           shareholders,  (i)  increase  the maximum  number of shares of Common
           Stock for which Options may be granted under the Plan or which may be
           purchased by an individual Optionee, (ii) decrease the minimum option
           price  provided  in the Plan,  or (iii)  change  the class of persons
           eligible to receive Options.

      (b)  The Company intends that Options designated by the Committee as ISO's
           shall  constitute  ISOs  under  Section  422 of the Code.  Should any
           provision  in this  Plan for ISO's  not be  necessary  in order to so
           comply or should any additional provisions be required,  the Board of
           Directors of the Company may amend the Plan  accordingly  without the
           necessity  of  obtaining  the  approval  of the  shareholders  of the
           Company.

     18. Other Conditions:

      (a)  If at any time  counsel to the Company  shall be of the opinion  that
           any sale or delivery of shares of Common Stock  pursuant to an Option
           granted  under the Plan is or may in the  circumstances  be  unlawful
           under  the  statutes,   rules  or   regulations   of  any  applicable
           jurisdiction,  the Company shall have no obligation to make such sale
           or  delivery,  and the  Company  shall  not be  required  to make any
           application  or  to  effect  or  to  maintain  any  qualification  or
           registration  under  the  Securities  Act of 1933 or  otherwise  with
           respect to shares of Common Stock or Options under the Plan,  and the
           right to exercise  any such  Option may be  suspended  until,  in the
           opinion of said counsel, such sale or delivery shall be lawful.

      (b)  At the time of any grant or exercise of any Option,  the Company may,
           if it shall deem it necessary or desirable  for any reason  connected
           with any law or regulation of any governmental  authority relative to
           the regulation of securities,  condition the grant and/or exercise of
           such Option upon the Optionee making certain  representations  to the
           Company and the  satisfaction  of the Company with the correctness of
           such representations.

     19. Approval; Effective Date; Governing Law.

     The Plan was adopted by the Board of  Directors  on April 5, 1999,  and was
concurrently  therewith  approved by the stockholders of the Company.  This Plan
shall be  interpreted  in accordance  with the internal laws of the State of New
York.

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