E-FINANCIALDEPOT.COM, INC.
                             1999 STOCK OPTION PLAN

     This  1999 Stock Option Plan (the "Plan") provides for the grant of options
to acquire shares of common stock (the "Common Stock"), of e-financialdepot.com,
a  corporation  (the  "Company").  Stock  options  granted  under this Plan that
qualify  under Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"),  are  referred to in this Plan as "Incentive Stock Options".  Incentive
Stock  Options  and  stock  options that do not qualify under Section 422 of the
Code  ("Non-Qualified  Stock  Options")  granted under this Plan are referred to
collectively  as  "Options".

1.     PURPOSE

     The  purpose of this Plan is to retain the services of valued key employees
and  consultants of the Company and such other persons as the Plan Administrator
shall  select  in accordance with Section 3 below, and to encourage such persons
to  acquire a greater proprietary interest in the Company, thereby strengthening
their  incentive  to  achieve the objectives of the shareholders of the Company,
and  to  serve  as  an  aid and inducement in the hiring of new employees and to
provide  an  equity  incentive  to consultants and other persons selected by the
Plan  Administrator.

2.     ADMINISTRATION

     This  Plan shall be administered initially by the Board of Directors of the
Company (the "Board"), except that the Board may, in its discretion, establish a
committee  composed  of  two (2) or more members of the Board or two (2) or more
other  persons  to administer the Plan, which committee (the "Committee") may be
an  executive,  compensation  or other committee, including a separate committee
especially  created  for  this purpose.  The Committee shall have the powers and
authority  vested  in  the Board hereunder (including the power and authority to
interpret  any provision of the Plan or of any Option).  The members of any such
Committee  shall  serve at the pleasure of the Board.  A majority of the members
of  the  Committee  shall  constitute a quorum, and all actions of the Committee
shall be taken by a majority of the members present.  Any action may be taken by
a  written  instrument  signed  by  all  of the members of the Committee and any
action  so  taken shall be fully effective as if it had been taken at a meeting.
The  Board  or,  if applicable, the Committee is referred to herein as the "Plan
Administrator".
     Subject  to  the  provisions of this Plan, and with a view to effecting its
purpose,  the  Plan  Administrator  shall  have  sole authority, in its absolute
discretion,  to:
(a)     construe  and  interpret  this  Plan;
(b)     define  the  terms  used  in  the  Plan;
(c)     prescribe,  amend and rescind the rules and regulations relating to this
Plan;
(d)     correct  any  defect, supply any omission or reconcile any inconsistency
in  this  Plan;
(e)     grant  Options  under  this  Plan;

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(f)     determine  the  individuals  to whom Options shall be granted under this
Plan  and  whether  the  Option  is an Incentive Stock Option or a Non-Qualified
Stock  Option;
(g)     determine the time or times at which Options shall be granted under this
Plan;
(h)     determine  the  number of shares of Common Stock subject to each Option,
the  exercise price of each Option, the duration of each Option and the times at
which  each  Option  shall  become  exercisable;
(i)     determine  all  other  terms  and  conditions  of  the  Options;  and
(j)     make  all  other  determinations  and  interpretations  necessary  and
advisable for the administration of the Plan.  All decisions, determinations and
interpretations  made  by the Plan Administrator shall be binding and conclusive
on  all  participants  in the Plan and on their legal representatives, heirs and
beneficiaries.
     The  Board  or,  if  applicable,  the Committee may delegate to one or more
executive officers of the Company the authority to grant Options under this Plan
to  employees  of  the  Company who, on the Date of Grant (as defined in Section
5(b)),  are  not  subject  to Section 16 of the Exchange Act with respect to the
Common  Stock  ("Non-Insiders"), and are not "covered employees" as such term is
defined  for  purposes  of Section 162(m) of the Code ("Non-Covered Employees"),
and  in  connection  therewith  the  authority  to  determine:
(a)     the  number  of  shares  of  Common  Stock  subject  to  such  Options;
(b)     the  duration  of  the  Option;
(c)     the  vesting  schedule  for  determining  the times at which such Option
shall  become  exercisable;  and
(d)     all  other  terms  and  conditions  of  such  Options.
     The exercise price for any Option granted by action of an executive officer
or  officers pursuant to such delegation of authority shall not be less than the
fair  market  value  per share of the Common Stock on the Date of Grant.  Unless
expressly  approved in advance by the Board or the Committee, such delegation of
authority  shall  not  include  the  authority to accelerate vesting, extend the
period  for  exercise  or otherwise alter the terms of outstanding Options.  The
term  "Plan Administrator" when used in any provision of this Plan other than in
Sections  2,  5(f),  5(m)  and  11  shall be deemed to refer to the Board or the
Committee,  as the case may be, and an executive officer who has been authorized
to  grant Options pursuant thereto, insofar as such provisions may be applied to
persons  that  are Non-Insiders and Non-Covered Employees and Options granted to
such  persons.

3.     ELIGIBILITY

     Incentive  Stock  Options may be granted to any individual who, at the time
the  Option is granted, is an employee of the Company or any Related Corporation
(as  defined  below)

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("Employees").  Non-Qualified  Stock  Options may be granted to Employees and to
such  other  persons,  including  directors  and  officers of the Company or any
Related  Corporation,  who  are  not  Employees  as the Plan Administrator shall
select.  Options  may  be  granted  in  substitution  for outstanding Options of
another corporation in connection with the merger, consolidation, acquisition of
property or stock or other reorganization between such other corporation and the
Company  or  any  subsidiary  of  the  Company.  Options  also may be granted in
exchange for outstanding Options.  Any person to whom an Option is granted under
this  Plan  is  referred to as an "Optionee".  Any person who is the owner of an
Option  is  referred  to  as  a  "Holder".
     As  used  in  this  Plan,  the  term  "Related  Corporation" shall mean any
corporation  (other  than  the  Company)  that  is a "Parent Corporation" of the
Company  or  "Subsidiary Corporation" of the Company, as those terms are defined
in  Sections  424(e)  and  424(f),  respectively,  of the Code (or any successor
provisions)  and  the  regulations  thereunder  (as  amended from time to time).

4.     STOCK

     The  Plan  Administrator  is authorized to grant Options to acquire up to a
total  of  3,500,000  shares  of  the  Company's  authorized  but  unissued,  or
reacquired,  Common  Stock.  The  number of shares with respect to which Options
may  be  granted hereunder is subject to adjustment as set forth in Section 5(m)
hereof.  In  the  event that any outstanding Option expires or is terminated for
any  reason,  the shares of Common Stock allocable to the unexercised portion of
such Option may again be subject to an Option granted to the same Optionee or to
a different person eligible under Section 3 of this Plan; provided however, that
any  cancelled Options will be counted against the maximum number of shares with
respect to which Options may be granted to any particular person as set forth in
Section  3  hereof.

5.     TERMS  AND  CONDITIONS  OF  OPTIONS

     Each  Option  granted  under  this  Plan  shall  be  evidenced by a written
agreement  approved by the Plan Administrator (the "Agreement").  Agreements may
contain  such  provisions,  not  inconsistent  with  this  Plan,  as  the  Plan
Administrator  in  its  discretion  may  deem advisable.  All Options also shall
comply  with  the  following  requirements:

(a)     Number  of  Shares  and  Type  of  Option
Each  Agreement  shall  state  the  number of shares of Common Stock to which it
pertains and whether the Option is intended to be an Incentive Stock Option or a
Non-Qualified  Stock  Option.  In  the  absence of action to the contrary by the
Plan  Administrator in connection with the grant of an Option, all Options shall
be  Non-Qualified Stock Options.  The aggregate fair market value (determined at
the  Date  of  Grant,  as  defined  below)  of  the  stock with respect to which
Incentive  Stock  Options  are  exercisable  for  the first time by the Optionee
during  any calendar year (granted under this Plan and all other Incentive Stock
Option plans of the Company, a Related Corporation or a predecessor corporation)
shall  not exceed $100,000, or such other limit as may be prescribed by the Code
as  it may be amended from time to time.  Any portion of an Option which exceeds
the  annual  limit  shall  not be void but rather shall be a Non-Qualified Stock
Option.

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(b)     Date  of  Grant
Each  Agreement shall state the date the Plan Administrator has deemed to be the
effective  date  of  the Option for purposes of this Plan (the "Date of Grant").
(c)     Option  Price
Each  Agreement  shall  state the price per share of Common Stock at which it is
exercisable.  The  exercise  price  shall  be fixed by the Plan Administrator at
whatever  price the Plan Administrator may determine in the exercise of its sole
discretion;  provided  that  the per share exercise price for an Incentive Stock
Option or any Option granted to a "covered employee" as such term is defined for
purposes  of  Section  162(m) of the Code ("Covered Employee") shall not be less
than the fair market value per share of the Common Stock at the Date of Grant as
determined  by the Plan Administrator in good faith; provided further, that with
respect  to  Incentive  Stock Options granted to greater-than-ten percent (>10%)
shareholders  of  the Company (as determined with reference to Section 424(d) of
the  Code),  the exercise price per share shall not be less than one hundred ten
percent  (110%)  of  the  fair market value per share of the Common Stock at the
Date  of  Grant  as  determined  by  the  Plan Administrator in good faith; and,
provided  further,  that Options granted in substitution for outstanding options
of another corporation in connection with the merger, consolidation, acquisition
of  property  or  stock or other reorganization involving such other corporation
and the Company or any subsidiary of the Company may be granted with an exercise
price  equal  to  the  exercise  price  for  the substituted option of the other
corporation,  subject  to  any  adjustment  consistent  with  the  terms  of the
transaction  pursuant  to  which  the  substitution  is  to  occur.
(d)     Duration  of  Options
At  the time of the grant of the Option, the Plan Administrator shall designate,
subject  to  paragraph 5(g) below, the expiration date of the Option, which date
shall  not  be  later  than ten (10) years from the Date of Grant in the case of
Incentive  Stock  Options;  provided,  that the expiration date of any Incentive
Stock  Option  granted  to  a greater-than-ten percent (>10%) shareholder of the
Company  (as  determined with reference to Section 424(d) of the Code) shall not
be  later  than five (5) years from the Date of Grant.  In the absence of action
to  the  contrary  by  the  Plan Administrator in connection with the grant of a
particular  Option,  and  except  in  the  case  of  Incentive  Stock Options as
described  above, all Options granted under this Section 5 shall expire ten (10)
years  from  the  Date  of  Grant.
(e)     Vesting  Schedule
No  Option  shall  be exercisable until it has vested.  The vesting schedule for
each Option shall be specified by the Plan Administrator at the time of grant of
the  Option prior to the provision of services with respect to which such Option
is  granted;  provided,  that if no vesting schedule is specified at the time of
grant,  the  Option  shall  vest  forthwith  upon  granting.

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The  Plan Administrator may specify a vesting schedule for all or any portion of
an  Option  based  on  the  achievement of performance objectives established in
advance  of  the  commencement  by  the  Optionee  of  services  related  to the
achievement  of  the  performance  objectives.  Performance  objectives shall be
expressed in terms of one or more of the following:  return on equity, return on
assets,  share  price,  market  share,  sales,  earnings  per  share, costs, net
earnings, net worth, inventories, cash and cash equivalents, gross margin or the
Company's  performance  relative  to  its  internal  business plan.  Performance
objectives  may  be  in  respect  of  the  performance of the Company as a whole
(whether on a consolidated or unconsolidated basis), a Related Corporation, or a
subdivision, operating unit, product or product line of either of the foregoing.
Performance objectives may be absolute or relative and may be expressed in terms
of a progression or a range.  An Option that is exercisable (in full or in part)
upon the achievement of one or more performance objectives may be exercised only
following  written  notice  to  the  Optionee  and  the  Company  by  the  Plan
Administrator  that  the  performance  objective  has  been  achieved.
(f)     Acceleration  of  Vesting
The  vesting  of  one or more outstanding Options may be accelerated by the Plan
Administrator  at  such  times  and in such amounts as it shall determine in its
sole  discretion.
(g)     Term  of  Option
Vested Options shall terminate, to the extent not previously exercised, upon the
occurrence  of  the  first  of  the  following  events:
(i)     the expiration of the Option, as designated by the Plan Administrator in
accordance  with  Section  5(d)  above;
(ii)     the  date  of  an  Optionee's  termination of employment or contractual
relationship  with  the  Company  or  any  Related  Corporation  for  cause  (as
determined  in  the  sole  discretion  of  the  Plan  Administrator);
(iii)     the  expiration  of  three  (3)  months from the date of an Optionee's
termination  of  employment  or contractual relationship with the Company or any
Related  Corporation  for  any  reason  whatsoever  other  than  cause, death or
Disability  (as  defined  below)  unless,  in  the case of a Non-Qualified Stock
Option,  the  exercise period is extended by the Plan Administrator until a date
not  later  than  the  expiration  date  of  the  Option;  or
(iv)     the  expiration  of  one  year  (1)  from  termination of an Optionee's
employment  or  contractual  relationship  by  reason of death or Disability (as
defined below) unless, in the case of a Non-Qualified Stock Option, the exercise
period  is  extended  by  the Plan Administrator until a date not later than the
expiration  date  of  the  Option.

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     Upon  the  death  of  an  Optionee, any vested Options held by the Optionee
shall  be  exercisable  only  by  the  person or persons to whom such Optionee's
rights  under  such  Option  shall pass by the Optionee's will or by the laws of
descent  and  distribution  of the state or county of the Optionee's domicile at
the  time of death and only until such Options terminate as provided above.  For
purposes  of  the  Plan, unless otherwise defined in the Agreement, "Disability"
shall mean medically determinable physical or mental impairment which has lasted
or  can be expected to last for a continuous period of not less than twelve (12)
months or that can be expected to result in death.  The Plan Administrator shall
determine  whether an Optionee has incurred a Disability on the basis of medical
evidence  acceptable  to the Plan Administrator.  Upon making a determination of
Disability,  the  Plan  Administrator shall, for purposes of the Plan, determine
the date of an Optionee's termination of employment or contractual relationship.
     Unless  accelerated in accordance with Section 5(f) above, unvested Options
shall  terminate  immediately  upon termination of employment of the Optionee by
the  Company  for  any  reason  whatsoever,  including death or Disability.  For
purposes  of  this  Plan,  transfer  of  employment between or among the Company
and/or  any  Related Corporation shall not be deemed to constitute a termination
of employment with the Company or any Related Corporation.  For purposes of this
subsection,  employment  shall  be  deemed  to continue while the Optionee is on
military leave, sick leave or other bona fide leave of absence (as determined by
the Plan Administrator).  The foregoing notwithstanding, employment shall not be
deemed  to  continue beyond the first ninety (90) days of such leave, unless the
Optionee's  re-employment  rights  are  guaranteed  by  statute  or by contract.
(h)     Exercise  of  Options
Options  shall  be  exercisable,  in full or in part, at any time after vesting,
until  termination.  If  less  than  all  of  the  shares included in the vested
portion  of  any  Option  are  purchased,  the remainder may be purchased at any
subsequent  time  prior to the expiration of the Option term.  No portion of any
Option  for  less  than  fifty (50) shares (as adjusted pursuant to Section 5(m)
below)  may  be exercised; provided, that if the vested portion of any Option is
less  than fifty (50) shares, it may be exercised with respect to all shares for
which  it is vested.  Only whole shares may be issued pursuant to an Option, and
to  the  extent  that  an  Option  covers  less  than  one  (1)  share,  it  is
unexercisable.
Options  or  portions  thereof  may be exercised by giving written notice to the
Company, which notice shall specify the number of shares to be purchased, and be
accompanied  by  payment  in  the amount of the aggregate exercise price for the
Common  Stock  so  purchased,  which  payment  shall be in the form specified in
Section  5(i)  below.  The  Company shall not be obligated to issue, transfer or
deliver  a  certificate  of  Common  Stock  to  the  Holder of any Option, until
provision  has  been made by the Holder, to the satisfaction of the Company, for
the  payment of the aggregate exercise price for all shares for which the Option
shall  have  been  exercised  and  for  satisfaction  of  any  tax  withholding
obligations  associated with such exercise.  During the lifetime of an Optionee,
Options  are  exercisable only by the Optionee or in the case of a Non-Qualified
Stock  Option, transferee who takes title to such Option in the manner permitted
by  subsection  5(k)  hereof.

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(i)     Payment  upon  Exercise  of  Option
Upon  the  exercise of any Option, the aggregate exercise price shall be paid to
the  Company  in  cash  or  by  certified  or  cashier's check.  In addition, if
pre-approved  in  writing by the Plan Administrator who may arbitrarily withhold
consent,  the  Holder  may  pay for all or any portion of the aggregate exercise
price  by  complying  with  one  or  more  of  the  following  alternatives:
(i)     by  delivering  to the Company shares of Common Stock previously held by
such  Holder,  or  by  the  Company withholding shares of Common Stock otherwise
deliverable  pursuant  to  exercise  of the Option, which shares of Common Stock
received  or withheld shall have a fair market value at the date of exercise (as
determined  by  the Plan Administrator) equal to the aggregate exercise price to
be  paid  by  the  Optionee  upon  such  exercise;
(ii)     by  delivering  a  properly  executed  exercise  notice  together  with
irrevocable  instructions  to  a  broker promptly to sell or margin a sufficient
portion  of the shares and deliver directly to the Company the amount of sale or
margin  loan  proceeds  to  pay  the  exercise  price;  or
(iii)     by  complying  with  any  other payment mechanism approved by the Plan
Administrator  at  the  time  of  exercise.
(j)     Rights  as  a  Shareholder
A  Holder  shall  have  no  rights  as  a shareholder with respect to any shares
covered  by  an Option until such Holder becomes a record holder of such shares,
irrespective  of  whether  such Holder has given notice of exercise.  Subject to
the provisions of Section 5(m) hereof, no rights shall accrue to a Holder and no
adjustments  shall  be  made on account of dividends (ordinary or extraordinary,
whether  in cash, securities or other property) or distributions or other rights
declared  on, or created in, the Common Stock for which the record date is prior
to  the  date  the  Holder becomes a record holder of the shares of Common Stock
covered  by  the Option, irrespective of whether such Holder has given notice of
exercise.
(k)     Transfer  of  Option
Options  granted under this Plan and the rights and privileges conferred by this
Plan  may  not  be  transferred, assigned, pledged or hypothecated in any manner
(whether  by  operation  of  law or otherwise) other than by will, by applicable
laws  of  descent  and distribution or (except in the case of an Incentive Stock
Option)  pursuant  to  a  qualified  domestic  relations order, and shall not be
subject  to execution, attachment or similar process; provided however, that any
Agreement may provide or be amended to provide that a Non-Qualified Stock Option
to  which  it  relates  is  transferable  without  payment  of  consideration to
immediate family members of the Optionee or to trusts or partnerships or limited
liability  companies established exclusively for the benefit of the Optionee and
the  Optionee's immediate family members.  Upon any attempt to transfer, assign,
pledge,  hypothecate  or  otherwise

<PAGE>

dispose  of  any  Option  or  of  any  right or privilege conferred by this Plan
contrary  to  the provisions hereof, or upon the sale, levy or any attachment or
similar  process  upon  the  rights  and privileges conferred by this Plan, such
Option  shall  thereupon  terminate  and  become  null  and  void.
(l)     Securities  Regulation  and  Tax  Withholding
(i)     Shares shall not be issued with respect to an Option unless the exercise
of  such  Option  and the issuance and delivery of such shares shall comply with
all relevant provisions of law, including, without limitation, Section 162(m) of
the  Code,  any applicable state securities laws, the Securities Act of 1933, as
amended,  the  Exchange  Act,  the  rules  and  regulations  thereunder  and the
requirements of any stock exchange or automated inter-dealer quotation system of
a  registered national securities association upon which such shares may then be
listed,  and  such  issuance shall be further subject to the approval of counsel
for  the  Company with respect to such compliance, including the availability of
an  exemption  from  registration for the issuance and sale of such shares.  The
inability of the Company to obtain from any regulatory body the authority deemed
by  the  Company  to be necessary for the lawful issuance and sale of any shares
under this Plan, or the unavailability of an exemption from registration for the
issuance  and  sale  of any shares under this Plan, shall relieve the Company of
any  liability  with  respect  to  the  non-issuance  or  sale  of  such shares.
As  a condition to the exercise of an Option, the Plan Administrator may require
the Holder to represent and warrant in writing at the time of such exercise that
the  shares are being purchased only for investment and without any then-present
intention  to  sell  or  distribute  such  shares.  At  the  option  of the Plan
Administrator,  a  stop-transfer  order against such shares may be placed on the
stock  books  and records of the Company, and a legend indicating that the stock
may  not  be pledged, sold or otherwise transferred unless an opinion of counsel
is provided stating that such transfer is not in violation of any applicable law
or  regulation,  may  be stamped on the certificates representing such shares in
order to assure an exemption from registration.  The Plan Administrator also may
require such other documentation as may from time to time be necessary to comply
with  federal  and  state  securities  laws.  THE  COMPANY  HAS NO OBLIGATION TO
UNDERTAKE  REGISTRATION  OF  OPTIONS  OR  THE  SHARES OF STOCK ISSUABLE UPON THE
EXERCISE  OF  OPTIONS.
(ii)     The  Holder  shall  pay to the Company by certified or cashier's check,
promptly  upon  exercise  of an Option or, if later, the date that the amount of
such  obligations becomes determinable, all applicable federal, state, local and
foreign  withholding  taxes  that  the  Plan  Administrator,  in its discretion,
determines  to  result  upon  exercise  of an Option or from a transfer or other

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disposition  of  shares  of  Common Stock acquired upon exercise of an Option or
otherwise  related to an Option or shares of Common Stock acquired in connection
with  an  Option.  Upon approval of the Plan Administrator, a Holder may satisfy
such  obligation  by  complying  with  one or more of the following alternatives
selected  by  the  Plan  Administrator:
A.     by  delivering  to  the Company shares of Common Stock previously held by
such  Holder  or  by  the  Company  withholding shares of Common Stock otherwise
deliverable pursuant to the exercise of the Option, which shares of Common Stock
received  or withheld shall have a fair market value at the date of exercise (as
determined  by  the Plan Administrator) equal to any withholding tax obligations
arising  as  a  result  of  such  exercise,  transfer  or  other  disposition;
B.     by  executing  appropriate  loan  documents  approved  by  the  Plan
Administrator  by  which  the  Holder  borrows funds from the Company to pay any
withholding  taxes  due under this paragraph 5(l)(ii), with such repayment terms
as  the  Plan  Administrator  shall  select;  or
C.     by  complying  with  any  other  payment  mechanism  approved by the Plan
Administrator  from  time  to  time.
(iii)     The  issuance,  transfer  or  delivery of certificates of Common Stock
pursuant  to  the  exercise  of Options may be delayed, at the discretion of the
Plan  Administrator,  until  the  Plan  Administrator  is  satisfied  that  the
applicable  requirements  of  the  federal  and  state  securities  laws and the
withholding provisions of the Code have been met and that the Holder has paid or
otherwise  satisfied  any  withholding  tax  obligation as described in 5(l)(ii)
above.
(m)     Stock  Dividend  or  Reorganization
(i)     If  (1)  the  Company  shall  at  any  time be involved in a transaction
described  in  Section  424(a)  of  the Code (or any successor provision) or any
"corporate transaction" described in the regulations thereunder; (2) the Company
shall  declare  a dividend payable in, or shall subdivide or combine, its Common
Stock or (3) any other event with substantially the same effect shall occur, the
Plan  Administrator  shall,  subject  to  applicable  law,  with respect to each
outstanding  Option, proportionately adjust the number of shares of Common Stock
subject to such Option and/or the exercise price per share so as to preserve the
rights  of  the  Holder  substantially proportionate to the rights of the Holder
prior  to  such  event,  and  to  the  extent  that such action shall include an
increase  or  decrease  in  the  number  of  shares  of  Common Stock subject to
outstanding Options, the number of shares available under Section 4 of this Plan
shall

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automatically  be  increased  or decreased, as the case may be, proportionately,
without  further  action on the part of the Plan Administrator, the Company, the
Company's  shareholders,  or  any  Holder.
(ii)     In the event that the presently authorized capital stock of the Company
is changed into the same number of shares with a different par value, or without
par value, the stock resulting from any such change shall be deemed to be Common
Stock  within  the  meaning of the Plan, and each Option shall apply to the same
number of shares of such new stock as it applied to old shares immediately prior
to  such  change.
(iii)     If  the  Company  shall  at any time declare an extraordinary dividend
with respect to the Common Stock, whether payable in cash or other property, the
Plan  Administrator  may, subject to applicable law, in the exercise of its sole
discretion  and  with respect to each outstanding Option, proportionately adjust
the  number  of  shares of Common Stock subject to such Option and/or adjust the
exercise  price  per  share  so  as  to  preserve  the  rights  of  the  Holder
substantially proportionate to the rights of the Holder prior to such event, and
to  the  extent  that  such  action shall include an increase or decrease in the
number  of  shares of Common Stock subject to outstanding Options, the number of
shares  available  under Section 4 of this Plan shall automatically be increased
or decreased, as the case may be, proportionately, without further action on the
part  of the Plan Administrator, the Company, the Company's shareholders, or any
Holder.
(iv)     The  foregoing  adjustments  in  the shares subject to Options shall be
made  by the Plan Administrator, or by any successor administrator of this Plan,
or  by  the  applicable  terms  of  any  assumption  or  substitution  document.
(v)     The grant of an Option shall not affect in any way the right or power of
the  Company  to make adjustments, reclassifications, reorganizations or changes
of  its  capital  or  business  structure, to merge, consolidate or dissolve, to
liquidate  or  to  sell  or  transfer all or any part of its business or assets.

6.     EFFECTIVE  DATE;  SHAREHOLDER  APPROVAL
     Incentive  Stock Options may be granted by the Plan Administrator from time
to  time  on  or  after  the  date on which this Plan is adopted (the "Effective
Date")  through  the  day  immediately  preceding  the  tenth anniversary of the
Effective  Date.  Non-Qualified  Stock  Options  may  be  granted  by  the  Plan
Administrator  on  or after the Effective Date and until this Plan is terminated
by  the  Board  in  its  sole  discretion.  Termination  of  this Plan shall not
terminate  any  Option  granted  prior to such termination.  Any Incentive Stock
Options  granted by the Plan Administrator prior to the approval of this Plan by
the shareholders of the Company in accordance with Section 422 of the Code shall
be  granted  subject  to  ratification  of  this Plan by the shareholders of the
Company  within  twelve  (12)  months  before  or after the Effective Date.  Any
Option  granted  by  the Plan Administrator to any Covered Employee prior to the
approval  of  this  Plan  by  the  shareholders  of  the

<PAGE>
Company  in  accordance  with  such  Code  provision shall be granted subject to
ratification  of this Plan by the shareholders of the Company within twelve (12)
months  before or after the Effective Date.  If such shareholder ratification is
sought  and not obtained, all Options granted prior thereto and thereafter shall
be  considered  Non-Qualified  Stock  Options and any Options granted to Covered
Employees  will not be eligible for the exclusion set forth in Section 162(m) of
the  Code  with  respect  to  the  deductibility  by  the  Company  of  certain
compensation.

7.     NO  OBLIGATIONS  TO  EXERCISE  OPTION
     The  grant  of  an  Option  shall impose no obligation upon the Optionee to
exercise  such  Option.

8.     NO  RIGHT  TO  OPTIONS  OR  TO  EMPLOYMENT
     Whether  or  not  any  Options  are  to be granted under this Plan shall be
exclusively  within  the  discretion  of  the  Plan  Administrator,  and nothing
contained  in  this  Plan  shall  be construed as giving any person any right to
participate  under this Plan.  The grant of an Option shall in no way constitute
any  form  of  agreement  or understanding binding on the Company or any Related
Company, express or implied, that the Company or any Related Company will employ
or  contract  with an Optionee for any length of time, nor shall it interfere in
any  way  with  the Company's or, where applicable, a Related Company's right to
terminate  Optionee's  employment  at  any time, which right is hereby reserved.

9.     APPLICATION  OF  FUNDS
     The  proceeds  received by the Company from the sale of Common Stock issued
upon  the  exercise  of  Options  shall  be used for general corporate purposes,
unless  otherwise  directed  by  the  Board.

10.     INDEMNIFICATION  OF  PLAN  ADMINISTRATOR
     In addition to all other rights of indemnification they may have as members
of  the  Board,  members  of  the Plan Administrator shall be indemnified by the
Company  for  all  reasonable  expenses  and  liabilities of any type or nature,
including  attorneys'  fees,  incurred  in  connection  with any action, suit or
proceeding  to  which  they  or  any  of  them  are  a party by reason of, or in
connection  with,  this  Plan or any Option granted under this Plan, and against
all amounts paid by them in settlement thereof (provided that such settlement is
approved  by  independent  legal counsel selected by the Company), except to the
extent  that  such expenses relate to matters for which it is adjudged that such
Plan  Administrator  member  is  liable  for  willful misconduct; provided, that
within  fifteen  (15)  days  after  the  institution of any such action, suit or
proceeding,  the  Plan  Administrator member involved therein shall, in writing,
notify  the  Company of such action, suit or proceeding, so that the Company may
have the opportunity to make appropriate arrangements to prosecute or defend the
same.

11.     AMENDMENT  OF  PLAN
     The  Plan  Administrator  may, at any time, modify, amend or terminate this
Plan  or  modify  or  amend  Options granted under this Plan, including, without
limitation,  such  modifications  or

<PAGE>

amendments  as  are  necessary  to maintain compliance with applicable statutes,
rules  or  regulations;  provided  however,  no  amendment  with  respect  to an
outstanding Option which has the effect of reducing the benefits afforded to the
Holder  thereof  shall  be  made  over  the  objection  of  such Holder; further
provided,  that  the  events  triggering  acceleration of vesting of outstanding
Options  may be modified, expanded or eliminated without the consent of Holders.
The  Plan Administrator may condition the effectiveness of any such amendment on
the  receipt of shareholder approval at such time and in such manner as the Plan
Administrator  may consider necessary for the Company to comply with or to avail
the  Company and/or the Optionees of the benefits of any securities, tax, market
listing or other administrative or regulatory requirement.  Without limiting the
generality of the foregoing, the Plan Administrator may modify grants to persons
who are eligible to receive Options under this Plan who are foreign nationals or
employed  outside  the  United States to recognize differences in local law, tax
policy  or  custom.
Effective  Date:  October  31,  1999